10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to

Commission file number 001-32324 (CubeSmart)

Commission file number 000-54462 (CubeSmart, L.P.)

CUBESMART

CUBESMART, L.P.

(Exact Name of Registrant as Specified in Its Charter)

Maryland (CubeSmart)	20-1024732 (CubeSmart)
Delaware (CubeSmart, L.P.)	34-1837021 (CubeSmart, L.P.)
(State or Other Jurisdiction of	(IRS Employer
Incorporation or Organization)	Identification No.)
5 Old Lancaster Road	19355
Malvern, Pennsylvania	(Zip Code)
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code (610) 535-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Shares, $0.01 par value per share, of CubeSmart	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  Units of General Partnership Interest of CubeSmart, L.P.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

CubeSmart	Yes ☒ No ☐
CubeSmart, L.P.	Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

CubeSmart	Yes ☐ No ☒
CubeSmart, L.P.	Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

CubeSmart	Yes ☒ No ☐
CubeSmart, L.P.	Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

CubeSmart	Yes ☒ No ☐
CubeSmart, L.P.	Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

CubeSmart	Yes ☒ No ☐
CubeSmart, L.P.	Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

CubeSmart:
Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐

CubeSmart, L.P.:
Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

CubeSmart	Yes ☐ No ☒
CubeSmart, L.P.	Yes ☐ No ☒

As of June 30, 2016, the last business day of CubeSmart’s most recently completed second fiscal quarter, the aggregate market value of common shares held by non-affiliates of CubeSmart was $5,504,356,819. As of February 15, 2017, the number of common shares of CubeSmart outstanding was 180,171,863.

As of June 30, 2016, the last business day of CubeSmart, L.P.’s most recently completed second fiscal quarter, the aggregate market value of the 2,220,874 units of limited partnership (the “OP Units”) held by non-affiliates of CubeSmart, L.P. was $68,580,589 based upon the last reported sale price of $30.88 per share on the New York Stock Exchange on June 30, 2016 of the common shares of CubeSmart, the sole general partner of CubeSmart, L.P. (For this computation, the market value of all OP Units beneficially owned by CubeSmart has been excluded.)

Documents incorporated by reference:  Portions of the Proxy Statement for the 2017 Annual Meeting of Shareholders of CubeSmart to be filed subsequently with the SEC are incorporated by reference into Part III of this report.

EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, 2016 of CubeSmart (the “Parent Company” or “CubeSmart”) and CubeSmart, L.P. (the “Operating Partnership”). The Parent Company is a Maryland real estate investment trust, or REIT, that owns its assets and conducts its operations through the Operating Partnership, a Delaware limited partnership, and subsidiaries of the Operating Partnership. The Parent Company, the Operating Partnership and their consolidated subsidiaries are collectively referred to in this report as the “Company”. In addition, terms such as “we”, “us”, or “our” used in this report may refer to the Company, the Parent Company, and/or the Operating Partnership.

The Parent Company is the sole general partner of the Operating Partnership and, as of December 31, 2016, owned a 98.9% interest in the Operating Partnership. The remaining 1.1% interest consists of common units of limited partnership interest issued by the Operating Partnership to third parties in exchange for contributions of properties to the Operating Partnership. As the sole general partner of the Operating Partnership, the Parent Company has full and complete authority over the Operating Partnership’s day-to-day operations and management.

Management operates the Parent Company and the Operating Partnership as one enterprise. The management teams of the Parent Company and the Operating Partnership are identical, and their constituents are officers of both the Parent Company and of the Operating Partnership.

There are a few differences between the Parent Company and the Operating Partnership, which are reflected in the note disclosures in this report. The Company believes it is important to understand the differences between the Parent Company and the Operating Partnership in the context of how these entities operate as a consolidated enterprise. The Parent Company is a REIT, whose only material asset is its ownership of the partnership interests of the Operating Partnership.  As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing the debt obligations of the Operating Partnership. The Operating Partnership holds substantially all the assets of the Company and, directly or indirectly, holds the ownership interests in the Company’s real estate ventures. The Operating Partnership conducts the operations of the Company’s business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s direct or indirect incurrence of indebtedness or through the issuance of partnership units of the Operating Partnership or equity interests in subsidiaries of the Operating Partnership.

The substantive difference between the Parent Company’s and the Operating Partnership’s filings is the fact that the Parent Company is a REIT with public equity, while the Operating Partnership is a partnership with no publicly traded equity. In the financial statements, this difference is primarily reflected in the equity (or capital for Operating Partnership) section of the consolidated balance sheets and in the consolidated statements of equity (or capital). Apart from the different equity treatment, the consolidated financial statements of the Parent Company and the Operating Partnership are nearly identical.

The Company believes that combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership into a single report will:

· facilitate a better understanding by the investors of the Parent Company and the Operating Partnership by enabling them to view the business as a whole in the same manner as management views and operates the business;

· remove duplicative disclosures and provide a more straightforward presentation in light of the fact that a substantial portion of the disclosure applies to both the Parent Company and the Operating Partnership; and

· create time and cost efficiencies through the preparation of one combined report instead of two separate reports.

In order to highlight the differences between the Parent Company and the Operating Partnership, the separate sections in this report for the Parent Company and the Operating Partnership specifically refer to the Parent Company and the Operating Partnership. In the sections that combine disclosures of the Parent Company and the Operating Partnership, this report refers to such disclosures as those of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and real estate ventures and holds assets and debt, reference to the Company is appropriate because the business is one enterprise and the Parent Company operates the business through the Operating Partnership.

As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have significant assets other than its investment in the Operating Partnership. Therefore, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial

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statements. The separate discussions of the Parent Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company’s operations on a consolidated basis and how management operates the Company.

This report also includes separate Item 9A - Controls and Procedures sections, signature pages and Exhibit 31 and 32 certifications for each of  the Parent Company and the Operating Partnership in order to establish that the Chief Executive Officer and the Chief Financial Officer of the Parent Company and the Chief Executive Officer and the Chief Financial Officer of the Operating Partnership have made the requisite certifications and that the Parent Company and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and 18 U.S.C. §1350.

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PART I		5
Item 1.	Business	6
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	24
Item 2.	Properties	24
Item 3.	Legal Proceedings	36
Item 4.	Mining Safety Disclosures	36
PART II		37
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities	37
Item 6.	Selected Financial Data	39
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	59
Item 8.	Financial Statements and Supplementary Data	59
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	59
Item 9A.	Controls and Procedures	60
Item 9B.	Other Information	61
PART III		61
Item 10.	Trustees, Executive Officers and Corporate Governance	61
Item 11.	Executive Compensation	61
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	61
Item 13.	Certain Relationships and Related Transactions, and Trustee Independence	61
Item 14.	Principal Accountant Fees and Services	62
PART IV		62
Item 15.	Exhibits and Financial Statement Schedules	62
Item 16.	Form 10-K Summary	67

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PART I

Forward-Looking Statements

This Annual Report on Form 10-K, or this Report, together with other statements and information publicly disseminated by the Parent Company and the Operating Partnership, contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements include statements concerning the Company’s plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions and other information that is not historical information.  In some cases, forward-looking statements can be identified by terminology such as “believes”, “expects”, “estimates”, “may”, “will”, “should”, “anticipates”, or “intends” or the negative of such terms or other comparable terminology, or by discussions of strategy.  Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated.  Although we believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, future events and actual results, performance, transactions or achievements, financial and otherwise, may differ materially from the results, performance, transactions or achievements expressed or implied by the forward-looking statements.  As a result, you should not rely on or construe any forward-looking statements in this Report, or which management may make orally or in writing from time to time, as predictions of future events or as guarantees of future performance.  We caution you not to place undue reliance on forward-looking statements, which speak only as of the date of this Report or as of the dates otherwise indicated in the statements.  All of our forward-looking statements, including those in this Report, are qualified in their entirety by this statement.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this Report.  Any forward-looking statements should be considered in light of the risks and uncertainties referred to in Item 1A. “Risk Factors” in this Report and in our other filings with the Securities and Exchange Commission (“SEC”).  These risks include, but are not limited to, the following:

· national and local economic, business, real estate and other market conditions;

· the competitive environment in which we operate, including our ability to maintain or raise occupancy and rental rates;

· the execution of our business plan;

· the availability of external sources of capital;

· financing risks, including the risk of over-leverage and the corresponding risk of default on our mortgage and other debt and potential inability to refinance existing indebtedness;

· increases in interest rates and operating costs;

· counterparty non-performance related to the use of derivative financial instruments;

· our ability to maintain our Parent Company’s qualification as a REIT for federal income tax purposes;

· acquisition and development risks;

· increases in taxes, fees, and assessments from state and local jurisdictions;

· risks of investing through joint ventures;

· changes in real estate and zoning laws or regulations;

· risks related to natural disasters;

· potential environmental and other liabilities;

· other factors affecting the real estate industry generally or the self-storage industry in particular; and

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· other risks identified in this Report and, from time to time, in other reports that we file with the SEC or in other documents that we publicly disseminate.

Given these uncertainties and the other risks identified elsewhere in this Report, we caution readers not to place undue reliance on forward-looking statements.  We undertake no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise except as may be required by securities laws.  Because of the factors referred to above, the future events discussed in or incorporated by reference in this Report may not occur and actual results, performance or achievement could differ materially from that anticipated or implied in the forward-looking statements.

ITEM 1.  BUSINESS

Overview

We are a self-administered and self-managed real estate company focused primarily on the ownership, operation, management, acquisition, and development of self-storage properties in the United States.

As of December 31, 2016, we owned 475 self-storage properties located in 23 states and in the District of Columbia containing an aggregate of approximately 32.9 million rentable square feet.  As of December 31, 2016, approximately 89.7% of the rentable square footage at our owned stores was leased to approximately 269,000 customers, and no single customer represented a significant concentration of our revenues.  As of December 31, 2016, we owned stores in the District of Columbia and the following 23 states:  Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, Tennessee, Texas, Utah, and Virginia.  In addition, as of December 31, 2016, we managed 316 stores for third parties (including 116 stores containing an aggregate of approximately 6.8 million rentable square feet as part of three separate unconsolidated real estate ventures) bringing the total number of stores we owned and/or managed to 791.   As of December 31, 2016, we managed stores for third parties in the following 26 states: Alabama, Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Louisiana, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Nevada, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Vermont, and Virginia.

Our self-storage properties are designed to offer affordable and easily-accessible storage space for our residential and commercial customers.  Our customers rent storage cubes for their exclusive use, typically on a month-to-month basis. Additionally, some of our stores offer outside storage areas for vehicles and boats.  Our stores are designed to accommodate both residential and commercial customers, with features such as wide aisles and load-bearing capabilities for large truck access.  All of our stores have a storage associate available to assist our customers during business hours, and 285, or approximately 60.0%, of our owned stores have a manager who resides in an apartment at the store.  Our customers can access their storage cubes during business hours, and some of our stores provide customers with 24-hour access through computer-controlled access systems.  Our goal is to provide customers with the highest standard of physical attributes and service in the industry. To that end, 401, or approximately 84.4%, of our owned stores include climate-controlled cubes.

The Parent Company was formed in July 2004 as a Maryland REIT.  The Parent Company owns its assets and conducts its business through the Operating Partnership, and its subsidiaries.  The Parent Company controls the Operating Partnership as its sole general partner and, as of December 31, 2016, owned an approximately 98.9% interest in the Operating Partnership.  The Operating Partnership was formed in July 2004 as a Delaware limited partnership and has been engaged in virtually all aspects of the self-storage business, including the development, acquisition, management, ownership and operation of self-storage properties.

Acquisition and Disposition Activity

As of December 31, 2016 and 2015, we owned 475 and 445 stores, respectively, that contained an aggregate of 32.9 million and 30.4 million rentable square feet with occupancy rates of 89.7% and 90.2%, respectively. A complete listing of, and additional information about, our stores is included in Item 2 of this Report.  The following is a summary of our 2016, 2015 and 2014 acquisition and disposition activity:

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			Number of	Purchase / Sale Price
Asset/Portfolio	Market	Transaction Date	Stores	(in thousands)
2016 Acquisitions:
Metro DC Asset	Baltimore / DC	January 2016	1	$	21,000
Texas Assets	Texas Markets - Major	January 2016	2		24,800
New York Asset	New York / Northern NJ	January 2016	1		48,500
Texas Asset	Texas Markets - Major	January 2016	1		11,600
Connecticut Asset	Connecticut	February 2016	1		19,000
Texas Asset	Texas Markets - Major	March 2016	1		11,600
Florida Assets	Florida Markets - Other	March 2016	3		47,925
Colorado Asset	Denver	April 2016	1		11,350
Texas Asset	Texas Markets - Major	April 2016	1		11,600
Texas Asset	Texas Markets - Major	May 2016	1		10,100
Texas Asset	Texas Markets - Major	May 2016	1		10,800
Illinois Asset	Chicago	May 2016	1		12,350
Illinois Asset	Chicago	May 2016	1		16,000
Massachusetts Asset	Massachusetts	June 2016	1		14,300
Nevada Assets	Las Vegas	July 2016	2		23,200
Arizona Asset	Phoenix	August 2016	1		14,525
Minnesota Asset	Minneapolis	August 2016	1		15,150
Colorado Asset	Denver	August 2016	1		15,600
Texas Asset	Texas Markets - Major	September 2016	1		6,100
Texas Asset	Texas Markets - Major	September 2016	1		5,300
Nevada Asset	Las Vegas	October 2016	1		13,250
North Carolina Asset	Charlotte	November 2016	1		10,600
Arizona Asset	Phoenix	November 2016	1		14,000
Nevada Asset	Las Vegas	December 2016	1		14,900
			28	$	403,550
2015 Acquisitions:
Texas Asset	Texas Markets - Major	February 2015	1	$	7,295
HSRE Assets	Chicago	March 2015	4		27,500
Arizona Asset	Arizona / Las Vegas	March 2015	1		7,900
Tennessee Asset	Tennessee	March 2015	1		6,575
Texas Asset	Texas Markets - Major	April 2015	1		15,795
Florida Asset	Florida Markets - Other	May 2015	1		7,300
Arizona Asset	Arizona / Las Vegas	June 2015	1		10,100
Florida Asset	Florida Markets - Other	June 2015	1		10,500
Texas Asset	Texas Markets - Major	July 2015	1		14,200
Maryland Asset	Baltimore / DC	July 2015	1		17,000
Maryland Asset	Baltimore / DC	July 2015	1		19,200
New York/New Jersey Assets	New York / Northern NJ	August 2015	2		24,823
New Jersey Asset	New York / Northern NJ	December 2015	1		14,350
PSI Assets	Various (see note 4)	December 2015	12		109,824
			29	$	292,362
2015 Dispositions:
Texas Assets	Texas Markets - Major	October 2015	7	$	28,000
Florida Asset	Florida Markets - Other	October 2015	1		9,800
			8	$	37,800
2014 Acquisitions:
Connecticut Asset	Connecticut	January 2014	1	$	4,950
Florida Asset	Miami / Ft. Lauderdale	January 2014	1		14,000
Florida Assets	Florida Markets - Other	January 2014	2		14,450
California Asset	Other West	January 2014	1		8,300
Maryland Asset	Baltimore / DC	February 2014	1		15,800
Maryland Asset	Baltimore / DC	February 2014	1		15,500
Arizona Asset	Arizona / Las Vegas	March 2014	1		14,750
Pennsylvania Asset	Philadelphia / Southern NJ	March 2014	1		7,350
Texas Asset	Texas Markets - Major	March 2014	1		8,225
Texas Asset	Texas Markets - Major	April 2014	1		6,450
New York Assets	New York / Northern NJ	April 2014	2		55,000
Florida Asset	Florida Markets - Other	April 2014	1		11,406
Massachusetts Asset	Other Northeast	April 2014	1		11,100
Indiana Asset	Other Midwest	May 2014	1		8,400
Florida Assets	Florida Markets - Other	June 2014	3		35,000
Florida Assets	Florida Markets - Other	July 2014	2		15,800
Massachusetts Asset	Boston	September 2014	1		23,100
Texas Asset	Texas Markets - Major	October 2014	1		7,700
Texas Asset	Texas Markets - Major	October 2014	1		8,500
Texas Asset	Texas Markets - Major	October 2014	1		7,750
HSRE Assets	Various (see note 4)	November 2014	22		195,500
Texas Asset	Texas Markets - Major	December 2014	1		18,650
Florida Assets	Florida Markets - Other	December 2014	3		18,200
New York Asset	New York / Northern NJ	December 2014	1		38,000
Texas Asset	Texas Markets - Major	December 2014	1		4,345
			53	$	568,226

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The comparability of our results of operations is affected by the timing of acquisition and disposition activities during the periods reported.  As of December 31, 2016, 2015, and 2014, we owned 475, 445, and 421 self-storage properties and related assets, respectively.  The following table summarizes the change in number of owned stores from January 1, 2014 through December 31, 2016:

	2016	2015	2014
Balance - January 1	445	421	366
Stores acquired	10	7	10
Stores developed	1	—	2
Balance - March 31	456	428	378
Stores acquired	7	4	9
Stores developed	1	1	—
Balance - June 30	464	433	387
Stores acquired	7	5	3
Balance - September 30	471	438	390
Stores acquired	4	13	31
Stores developed	—	2	—
Stores sold	—	(8)	—
Balance - December 31	475	445	421

Financing and Investing Activities

The following summarizes certain financing and investing activities during the year ended December 31, 2016:

· Store Acquisitions.  During 2016, we acquired 28 self-storage properties located throughout the United States for an aggregate purchase price of approximately $403.6 million. In connection with these acquisitions, we allocated a portion of the purchase price paid for each store to the intangible value of in-place leases which aggregated to $18.8 million.

· Development Activity.    During 2016, we completed construction and opened for operation two stores developed through two separate joint ventures. Both of the self-storage properties are located in New York. We invested a total of $64.0 million in the development of these two stores. Subsequent to the opening of the stores, the noncontrolling members put their 49% ownership interest in each venture to us. As of December 31, 2016, we had five joint venture development properties and two wholly-owned development properties under construction. We anticipate investing a total of $303.5 million related to these seven projects, and construction for all projects is expected to be completed by the fourth quarter of 2018.

· Development Commitments.  During 2016, we acquired three self-storage properties in New York (1) and Texas (2) for an aggregate purchase price of $69.4 million after the completion of construction and the issuance of the certificate of occupancy. During 2016, we also entered into contracts to purchase one store in Florida and one store in Illinois after the completion of construction and the issuance of the certificate of occupancy. As of December 31, 2016, we had four stores under contract, including two stores that went under contract in 2015, for a total acquisition price of $61.1 million.  These four acquisitions are subject to due diligence and other customary closing conditions and no assurance can be provided that these acquisitions will be completed on the terms described, or at all.

· At-The-Market Equity Program.  During 2016, under our at-the-market equity program, we sold a total of 4.4 million common shares at an average sales price of $31.25 per share, resulting in net proceeds under the program of $136.1 million, after deducting offering costs. As of December 31, 2016, 5.8 million common shares remained available for sale under the program. The proceeds from the sales conducted during the year ended December 31, 2016 were used to fund acquisitions of self-storage properties and for general corporate purposes.

· Preferred Share Redemption.  On November 2, 2016, we completed the redemption of all of our 3,100,000 outstanding shares of 7.75% Series A Cumulative Redeemable Preferred Shares at a cash redemption price of $25.00 per share plus accumulated and unpaid dividends. The redemption price of $77.5 million was paid by the Company from available cash balances.

· Debt Offering.  On August 15, 2016, we completed the issuance and sale of $300.0 million in aggregate principal amount of unsecured senior notes due September 1, 2026 which bear interest at a rate of 3.125% per annum. Net proceeds from the

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offering were used to repay outstanding indebtedness under our Revolver (defined below) and for general corporate purposes, including acquisitions, investments in joint ventures, and repayment or repurchase of other indebtedness.

· Mortgage Loans.  During 2016, we repaid five mortgage loans aggregating $34.9 million and assumed two mortgage loans with a combined outstanding principal balance of $38.5 million as of December 31, 2016.

Business Strategy

Our business strategy consists of several elements:

· Maximize cash flow from our stores — Our operating strategy focuses on maximizing sustainable rents at our stores while achieving and sustaining occupancy targets.  We utilize our operating systems and experienced personnel to manage the balance between rental rates, discounts, and physical occupancy with an objective of maximizing our rental revenue.

· Acquire stores within targeted markets — During 2017, we intend to pursue selective acquisitions in markets that we believe have high barriers to entry, strong demographic fundamentals, and demand for storage in excess of storage capacity.  We believe the self-storage industry will continue to afford us opportunities for growth through acquisitions due to the highly fragmented composition of the industry.  In the past, we have formed joint ventures with unaffiliated third parties, and in the future we may form additional joint ventures to facilitate the funding of future developments or acquisitions.

· Dispose of stores — During 2017, we intend to continue to evaluate opportunities to reduce exposure in slower growth, lower barrier-to-entry markets.  We intend to use proceeds from these transactions to fund acquisitions within targeted markets.

· Grow our third-party management business — We intend to pursue additional third-party management opportunities.  We intend to leverage our current platform to take advantage of consolidation in the industry.  We plan to utilize our relationships with third-party owners to help source future acquisitions.

Investment and Market Selection Process

We maintain a disciplined and focused process in the acquisition and development of self-storage properties.  Our investment committee, comprised of five senior officers and led by Christopher P. Marr, our Chief Executive Officer, oversees our investment process.  Our investment process involves six stages — identification, initial due diligence, economic assessment, investment committee approval (and when required, the approval of our Board of Trustees (the “Board”)), final due diligence, and documentation.  Through our investment committee, we intend to focus on the following criteria:

· Targeted markets — Our targeted markets include areas where we currently maintain management that can be extended to additional stores, or where we believe that we can acquire a significant number of stores efficiently and within a short period of time.  We evaluate both the broader market and the immediate area, typically three miles around the store, for its ability to support above-average demographic growth.  We seek to increase our presence primarily in areas that we expect will experience growth, including the Northeastern and Mid-Atlantic areas of the United States and areas within Georgia, Florida, Texas, Illinois, and California, and to enter additional markets should suitable opportunities arise.

· Quality of store — We focus on self-storage properties that have good visibility and are located near retail centers, which typically provide high traffic corridors and are generally located near residential communities and commercial customers.

· Growth potential — We target acquisitions that offer growth potential through increased operating efficiencies and, in some cases, through additional leasing efforts, renovations, or expansions.  In addition to acquiring single stores, we seek to invest in portfolio acquisitions, including those offering significant potential for increased operating efficiency and the ability to spread our fixed costs across a large base of stores.

Segment

We have one reportable segment:  we own, operate, develop, manage, and acquire self-storage properties.

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Concentration

Our self-storage properties are located in major metropolitan areas as well as suburban areas and have numerous customers per store.  No single customer represented a significant concentration of our 2016 revenues.  Our stores in Florida, New York, Texas, and California provided approximately 17%, 16%, 10% and 8%, respectively, of our total 2016 revenues and approximately 18%, 16%, 10% and 8%, respectively, of our total 2015 revenues.

Seasonality

We typically experience seasonal fluctuations in occupancy levels at our stores, with the levels generally slightly higher during the summer months due to increased moving activity.

Financing Strategy

We maintain a capital structure that we believe is reasonable and prudent and that will enable us to have ample cash flow to cover debt service and make distributions to our shareholders.  As of December 31, 2016, our debt to total capitalization ratio (determined by dividing the carrying value of our total indebtedness by the sum of (a) the market value of the Parent Company’s outstanding common shares, preferred shares and units of the Operating Partnership held by third parties and (b) the carrying value of our total indebtedness) was approximately 24.7% compared to approximately 18.5% as of December 31, 2015.  Our ratio of debt to the undepreciated cost of our total assets as of December 31, 2016 was approximately 38.5% compared to approximately 33.8% as of December 31, 2015.  We expect to finance additional investments in self-storage properties through the most attractive sources of capital available at the time of the transaction, in a manner consistent with maintaining a strong financial position and future financial flexibility, subject to limitations on incurrence of indebtedness in our unsecured credit facilities and the indenture that governs our unsecured notes.  These capital sources may include existing cash, borrowings under the Revolver, additional secured or unsecured financings, sales of common or preferred shares of the Parent Company in public offerings or private placements, additional issuances of debt securities, issuances of common or preferred units in our Operating Partnership in exchange for contributed properties, and formations of joint ventures.  We also may sell stores that we no longer view as core assets and use the sales proceeds to fund other acquisitions.

Competition

Self-storage properties compete based on a number of factors, including location, rental rates, security, suitability of the store’s design to prospective customers’ needs, and the manner in which the store is operated and marketed.  In particular, the number of competing self-storage properties in a market could have a material effect on our occupancy levels, rental rates and on the overall operating performance of our stores.  We believe that the primary competition for potential customers of any of our self-storage properties comes from other self-storage properties within a three-mile radius of that store.  We believe our stores are well-positioned within their respective markets, and we emphasize customer service, convenience, security, professionalism, and cleanliness.

Our key competitors include local and regional operators as well as the other public self-storage REITS, including Public Storage, Extra Space Storage Inc., and Life Storage, Inc.  These companies, some of which operate significantly more stores than we do and have greater resources than we have, and other entities may be able to accept more risk than we determine is prudent for us, including risks with respect to the geographic proximity of investments and the payment of higher acquisition prices.  This competition may reduce the number of suitable acquisition opportunities available to us, increase the price required to acquire stores, and reduce the demand for self-storage space at our stores.  Nevertheless, we believe that our experience in operating, managing, acquiring, developing, and obtaining financing for self-storage properties should enable us to compete effectively.

Government Regulation

We are subject to various laws, ordinances and regulations, including regulations relating to lien sale rights and procedures and various federal, state, and local regulations that apply generally to the ownership of real property and the operation of self-storage properties.

Under the Americans with Disabilities Act of 1990 and applicable state accessibility act laws (collectively, the “ADA”), all places of public accommodation are required to meet federal requirements related to physical access and use by disabled persons.  A number of other federal, state, and local laws may also impose access and other similar requirements at our stores.  A failure to comply with the ADA or similar state or local requirements could result in the governmental imposition of fines or the award of damages to private litigants affected by the noncompliance.  Although we believe that our stores comply in all material respects with these requirements (or would be eligible for applicable exemptions from material requirements because of adaptive assistance provided), a determination that one or more

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of our stores is not in compliance with the ADA or similar state or local requirements would result in the incurrence of additional costs associated with bringing the stores into compliance.

Under various federal, state, and local laws, ordinances and regulations, an owner or operator of real property may become liable for the costs of removal or remediation of hazardous substances released on or in its property.  These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances.  The presence of hazardous substances, or the failure to properly remediate such substances, when released, may adversely affect the property owner’s ability to sell the real estate or to borrow using the real estate as collateral, and may cause the property owner to incur substantial remediation costs.  In addition to claims for cleanup costs, the presence of hazardous substances on a property could result in a claim by a private party for personal injury or a claim by an adjacent property owner or user for property damage.  We may also become liable for the costs of removal or remediation of hazardous substances stored at the properties by a customer even though storage of hazardous substances would be without our knowledge or approval and in violation of the customer’s storage lease agreement with us.

Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of properties.  Whenever the environmental assessment for one of our stores indicates that a store is impacted by soil or groundwater contamination from prior owners/operators or other sources, we work with our environmental consultants and, where appropriate, state governmental agencies, to ensure that the store is either cleaned up, that no cleanup is necessary because the low level of contamination poses no significant risk to public health or the environment, or that the responsibility for cleanup rests with a third party.  In certain cases, we have purchased environmental liability insurance coverage to indemnify us against claims for contamination or other adverse environmental conditions that may affect a property.

We are not aware of any environmental cleanup liability that we believe will have a material adverse effect on us.  We cannot provide assurance, however, that these environmental assessments and investigations have revealed or will reveal all potential environmental liabilities, that no prior owner created any material environmental condition not known to us or the independent consultant or that future events or changes in environmental laws will not result in the imposition of environmental liability on us.

We have not received notice from any governmental authority of any material noncompliance, claim, or liability in connection with any of our stores, nor have we been notified of a claim for personal injury or property damage by a private party in connection with any of our stores relating to environmental conditions.

We are not aware of any environmental condition with respect to any of our stores that could reasonably be expected to have a material adverse effect on our financial condition or results of operations, and we do not expect that the cost of compliance with environmental regulations will have a material adverse effect on our financial condition or results of operations.  We cannot provide assurance, however, that this will continue to be the case.

Insurance

We carry comprehensive liability, fire, extended coverage, and rental loss insurance covering all of the properties in our portfolio.  We carry environmental insurance coverage on certain stores in our portfolio.  We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage, and industry practice.  We do not carry insurance for losses such as loss from riots, war or acts of God, and, in some cases, flood and environmental hazards, because such coverage is either not available or not available at commercially reasonable rates.  Some of our policies, such as those covering losses due to terrorist activities, hurricanes, floods and earthquakes, are insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses.  We also carry liability insurance to insure against personal injuries that might be sustained at our stores as well as director and officer liability insurance.

Offices

Our principal executive offices are located at 5 Old Lancaster Road, Malvern, PA 19355.  Our telephone number is (610) 535-5000.

Employees

As of December 31, 2016, we employed 2,136 employees, of whom 292 were corporate executive and administrative personnel and 1,844 were property-level personnel.  We believe that our relations with our employees are good.  Our employees are not unionized.

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Available Information

We file registration statements, proxy statements, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, with the SEC.  You may obtain copies of these documents by visiting the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, by calling the SEC at 1-800-SEC-0330, or by accessing the SEC’s website at www.sec.gov.  Our internet website address is www.cubesmart.com.  You also can obtain on our website, free of charge, copies of our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and any amendments to those reports, after we electronically file such reports or amendments with, or furnish them to, the SEC.  Our internet website and the information contained therein or connected thereto are not intended to be incorporated by reference into this Report.

Also available on our website, free of charge, are copies of our Code of Business Conduct and Ethics, our Corporate Governance Guidelines, and the charters for each of the committees of our Board — the Audit Committee, the Corporate Governance and Nominating Committee, and the Compensation Committee.  Copies of each of these documents are also available in print free of charge, upon request by any shareholder.  You can obtain copies of these documents by contacting Investor Relations by mail at 5 Old Lancaster Road, Malvern, PA 19355.

ITEM 1A.  RISK FACTORS

Overview

An investment in our securities involves various risks.  Investors should carefully consider the risks set forth below together with other information contained in this Report. These risks are not the only ones that we may face. Additional risks not presently known to us, or that we currently consider immaterial, may also impair our business, financial condition, operating results, and ability to make distributions to our shareholders.

Risks Related to our Business and Operations

Adverse macroeconomic and business conditions may significantly and negatively affect our rental rates, occupancy levels and therefore our results of operations.

We are susceptible to the effects of adverse macro-economic events that can result in higher unemployment, shrinking demand for products, large-scale business failures and tight credit markets.  Our results of operations are sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending, as well as to increased bad debts due to recessionary pressures.  Adverse economic conditions affecting disposable consumer income, such as employment levels, business conditions, interest rates, tax rates, and fuel and energy costs, could reduce consumer spending or cause consumers to shift their spending to other products and services.  A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability.

It is difficult to determine the breadth and duration of the economic and financial market disruptions and the many ways in which they may affect our customers and our business in general.  Nonetheless, continuation or further worsening of these difficult financial and macroeconomic conditions could have a significant adverse effect on our sales, profitability, and results of operations.

Many states and local jurisdictions are facing severe budgetary problems which may have an adverse impact on our business and financial results.

Many states and jurisdictions are facing severe budgetary problems.  Action that may be taken in response to these problems, such as increases in property taxes on commercial properties, changes to sales taxes or other governmental efforts, including mandating medical insurance for employees, could adversely impact our business and results of operations.

Our financial performance is dependent upon economic and other conditions of the markets in which our stores are located.

We are susceptible to adverse developments in the markets in which we operate, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics, and other factors.  Our stores in Florida, New York, Texas, and California accounted for approximately 17%, 16%, 10% and 8%, respectively, of our total 2016 revenues.  As a result of this geographic concentration of our stores, we are particularly susceptible to adverse market conditions in these areas.  Any adverse economic or real estate developments in these markets, or in any of the other markets in which we operate, or any decrease in demand for self-storage space

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resulting from the local business climate, could adversely affect our rental revenues, which could impair our ability to satisfy our debt service obligations and pay distributions to our shareholders.

We face risks associated with property acquisitions.

We intend to continue to acquire individual and portfolios of self-storage properties. The purchase agreements that we enter into in connection with acquisitions typically contain closing conditions that need to be satisfied before the acquisitions can be consummated. The satisfaction of many of these conditions is outside of our control, and we therefore cannot assure you that any of our pending or future acquisitions will be consummated. These conditions include, among other things, satisfactory examination of the title to the properties, the ability to obtain title insurance and customary closing conditions.  Moreover, in the event we are unable to complete pending or future acquisitions, we may have incurred significant legal, accounting, and other transaction costs in connection with such acquisitions without realizing the expected benefits.

Those acquisitions that we do consummate would increase our size and may potentially alter our capital structure.  Although we believe that future acquisitions that we complete will enhance our financial performance, the success of acquisitions is subject to the risks that:

· acquisitions may fail to perform as expected;

· the actual costs of repositioning or redeveloping acquired properties may be higher than our estimates;

· we may be unable to obtain acquisition financing on favorable terms;

· acquisitions may be located in new markets where we may have limited knowledge and understanding of the local economy, an absence of business relationships in the area or an unfamiliarity with local governmental and permitting procedures; and

· there is only limited recourse, or no recourse, to the former owners of newly acquired properties for unknown or undisclosed liabilities such as the clean-up of undisclosed environmental contamination; claims by customers, vendors, or other persons arising on account of actions or omissions of the former owners of the properties; and claims by local governments, adjoining property owners, property owner associations, and easement holders for fees, assessments, or taxes on other property-related changes.  As a result, if a liability were asserted against us based upon ownership of an acquired property, we might be required to pay significant sums to settle it, which could adversely affect our financial results and cash flow.

In addition, we do not always obtain third-party appraisals of acquired properties (and instead rely on value determinations by our senior management) and the consideration we pay in exchange for those properties may exceed the value determined by third-party appraisals.

We will incur costs and will face integration challenges when we acquire additional stores.

As we acquire or develop additional self-storage properties, we will be subject to risks associated with integrating and managing new stores, including customer retention and mortgage default risks. In the case of a large portfolio purchase, we could experience strains in our existing information management capacity. In addition, acquisitions or developments may cause disruptions in our operations and divert management’s attention away from day-to-day operations.  Furthermore, our income may decline because we will be required to expense acquisition-related costs and amortize in future periods costs for acquired goodwill and other intangible assets.  Our failure to successfully integrate any future acquisitions into our portfolio could have an adverse effect on our operating costs and our ability to make distributions to our shareholders.

The acquisition of new stores that lack operating history with us will make it more difficult to predict revenue potential.

We intend to continue to acquire additional stores.  These acquisitions could fail to perform in accordance with expectations.  If we fail to accurately estimate occupancy levels, rental rates, operating costs, or costs of improvements to bring an acquired store up to the standards established for our intended market position, the performance of the store may be below expectations.  Acquired stores may have characteristics or deficiencies affecting their valuation or revenue potential that we have not yet discovered.  We cannot assure that the performance of stores acquired by us will increase or be maintained under our management.

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Our development activities may be more costly or difficult to complete than we anticipate.

We intend to continue to develop self-storage properties where market conditions warrant such investment.  Once made, these investments may not produce results in accordance with our expectations.  Risks associated with development and construction activities include:

· the unavailability of favorable financing sources in the debt and equity markets;

· construction cost overruns, including on account of rising interest rates, diminished availability of materials and labor, and increases in the costs of materials and labor;

· construction delays and failure to achieve target occupancy levels and rental rates, resulting in a lower than projected return on our investment; and

· complications (including building moratoriums and anti-growth legislation) in obtaining necessary zoning, occupancy, and other governmental permits.

We depend on external sources of capital that are outside of our control; the unavailability of capital from external sources could adversely affect our ability to acquire or develop stores, satisfy our debt obligations, and/or make distributions to shareholders.

We depend on external sources of capital to fund acquisitions and development, to satisfy our debt obligations and to make distributions to our shareholders required to maintain our status as a REIT, and these sources of capital may not be available on favorable terms, if at all.  Our access to external sources of capital depends on a number of factors, including the market’s perception of our growth potential and our current and potential future earnings and our ability to continue to qualify as a REIT for federal income tax purposes.  If we are unable to obtain external sources of capital, we may not be able to acquire or develop properties when strategic opportunities exist, satisfy our debt obligations or make distributions to shareholders that would permit us to qualify as a REIT or avoid paying tax on our REIT taxable income.

Rising operating expenses could reduce our cash flow and funds available for future distributions.

Our stores and any other stores we acquire or develop in the future are and will be subject to operating risks common to real estate in general, any or all of which may negatively affect us.  Our stores are subject to increases in operating expenses such as real estate and other taxes, personnel costs including the cost of providing specific medical coverage to our employees, utilities, insurance, administrative expenses, and costs for repairs and maintenance.  If operating expenses increase without a corresponding increase in revenues, our profitability could diminish and limit our ability to make distributions to our shareholders.

We cannot assure our ability to pay dividends in the future.

Historically, we have paid quarterly distributions to our shareholders, and we intend to continue to pay quarterly dividends and to make distributions to our shareholders in amounts such that all or substantially all of our taxable income in each year, subject to certain adjustments, is distributed.  This, along with other factors, should enable us to continue to qualify for the tax benefits accorded to a REIT under the Internal Revenue Code.  We have not established a minimum dividends payment level, and all future distributions will be made at the discretion of our Board.  Our ability to pay dividends will depend upon, among other factors:

· the operational and financial performance of our stores;

· capital expenditures with respect to existing and newly acquired stores;

· general and administrative costs associated with our operation as a publicly-held REIT;

· maintenance of our REIT status;

· the amount of, and the interest rates on, our debt;

· the absence of significant expenditures relating to environmental and other regulatory matters; and

· other risk factors described in this Report.

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Certain of these matters are beyond our control and any significant difference between our expectations and actual results could have a material adverse effect on our cash flow and our ability to make distributions to shareholders.

If we are unable to promptly re-let our cubes or if the rates upon such re-letting are significantly lower than expected, then our business and results of operations would be adversely affected.

We derive revenues principally from rents received from customers who rent cubes at our self-storage properties under month-to-month leases.  Any delay in re-letting cubes as vacancies arise would reduce our revenues and harm our operating results.  In addition, lower than expected rental rates upon re-letting could adversely affect our revenues and impede our growth.

Store ownership through joint ventures may limit our ability to act exclusively in our interest.

We have in the past co-invested with, and we may continue to co-invest with, third parties through joint ventures.  In any such joint venture, we may not be in a position to exercise sole decision-making authority regarding the stores owned through joint ventures. Investments in joint ventures may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility that joint venture partners might become bankrupt or fail to fund their share of required capital contributions.  Joint venture partners may have business interests or goals that are inconsistent with our business interests or goals and may be in a position to take actions contrary to our policies or objectives.  Such investments also have the potential risk of impasse on strategic decisions, such as a sale, in cases where neither we nor the joint venture partner would have full control over the joint venture. In other circumstances, joint venture partners may have the ability without our agreement to make certain major decisions, including decisions about sales, capital expenditures, and/or financing.  Any disputes that may arise between us and our joint venture partners could result in litigation or arbitration that could increase our expenses and distract our officers and/or Trustees from focusing their time and effort on our business.  In addition, we might in certain circumstances be liable for the actions of our joint venture partners, and the activities of a joint venture could adversely affect our ability to qualify as a REIT, even though we do not control the joint venture.

We face significant competition for customers and acquisition and development opportunities.

Actions by our competitors may decrease or prevent increases of the occupancy and rental rates of our stores.  We compete with numerous developers, owners, and operators of self-storage properties, including other REITs, some of which own or may in the future own stores similar to ours in the same submarkets in which our stores are located and some of which may have greater capital resources.  In addition, due to the relatively low cost of each individual self-storage property, other developers, owners, and operators have the capability to build additional stores that may compete with our stores.

If our competitors build new stores that compete with our stores or offer space at rental rates below the rental rates we currently charge our customers, we may lose potential customers, and we may be pressured to reduce our rental rates below those we currently charge in order to retain customers when our customers’ leases expire.  As a result, our financial condition, cash flow, cash available for distribution, market price of our shares, and ability to satisfy our debt service obligations could be materially adversely affected.  In addition, increased competition for customers may require us to make capital improvements to our stores that we would not have otherwise made.  Any unbudgeted capital improvements we undertake may reduce cash available for distributions to our shareholders.

We also face significant competition for acquisitions and development opportunities.  Some of our competitors have greater financial resources than we do and a greater ability to borrow funds to acquire stores.  These competitors may also be willing to accept more risk than we can prudently manage, including risks with respect to the geographic proximity of investments and the payment of higher acquisition prices.  This competition for investments may reduce the number of suitable investment opportunities available to us, may increase acquisition costs and may reduce demand for self-storage space in certain areas where our stores are located and, as a result, adversely affect our operating results.

We may become subject to litigation or threatened litigation which may divert management’s time and attention, require us to pay damages and expenses, or restrict the operation of our business.

We may become subject to disputes with commercial parties with whom we maintain relationships or other parties with whom we do business.  Any such dispute could result in litigation between us and the other parties.  Whether or not any dispute actually proceeds to litigation, we may be required to devote significant management time and attention to its successful resolution (through litigation, settlement, or otherwise), which would detract from our management’s ability to focus on our business.  Any such resolution could involve the payment of damages or expenses by us, which may be significant.  In addition, any such resolution could involve our agreement with terms that restrict the operation of our business.

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There are other commercial parties, at both a local and national level, that may assert that our use of our brand names and other intellectual property conflict with their rights to use brand names, internet domains, and other intellectual property that they consider to be similar to ours.  Any such commercial dispute and related resolution would involve all of the risks described above, including, in particular, our agreement to restrict the use of our brand name or other intellectual property.

We also could be sued for personal injuries and/or property damage occurring on our properties.  We maintain liability insurance with limits that we believe adequate to provide for the defense and/or payment of any damages arising from such lawsuits.  There can be no assurance that such coverage will cover all costs and expenses from such suits.

Potential losses may not be covered by insurance, which could result in the loss of our investment in a property and the future cash flows from the property.

We carry comprehensive liability, fire, extended coverage, and rental loss insurance covering all of the properties in our portfolio.  We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice.  We do not carry insurance for losses such as loss from riots, war or acts of God, and, in some cases, flooding and environmental hazards, because such coverage is not available or is not available at commercially reasonable rates.  Some of our policies, such as those covering losses due to terrorism, hurricanes, floods, and earthquakes, are insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses.  If we experience a loss at a store that is uninsured or that exceeds policy limits, we could lose the capital invested in that store as well as the anticipated future cash flows from that store.  Inflation, changes in building codes and ordinances, environmental considerations, and other factors also might make it impractical or undesirable to use insurance proceeds to replace a store after it has been damaged or destroyed.  In addition, if the damaged stores are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these stores were irreparably damaged.

Our insurance coverage may not comply with certain loan requirements.

Certain of our stores serve as collateral for our mortgage-backed debt, some of which we assumed in connection with our acquisition of stores and requires us to maintain insurance at levels and on terms that are not commercially reasonable in the current insurance environment.  We may be unable to obtain required insurance coverage if the cost and/or availability make it impractical or impossible to comply with debt covenants.  If we cannot comply with a lender’s requirements, the lender could declare a default, which could affect our ability to obtain future financing and have a material adverse effect on our results of operations and cash flows and our ability to obtain future financing.  In addition, we may be required to self-insure against certain losses or our insurance costs may increase.

Potential liability for environmental contamination could result in substantial costs.

We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operation of self-storage properties.  If we fail to comply with those laws, we could be subject to significant fines or other governmental sanctions.

Under various federal, state and local laws, ordinances, and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or petroleum product releases at a property and may be held liable to a governmental entity or to third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with contamination.  Such liability may be imposed whether or not the owner or operator knew of, or was responsible for, the presence of these hazardous or toxic substances.  The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to sell or rent such property or to borrow using such property as collateral.  In addition, in connection with the ownership, operation, and management of properties, we are potentially liable for property damage or injuries to persons and property.

Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional stores.  We carry environmental insurance coverage on certain stores in our portfolio.  We obtain or examine environmental assessments from qualified and reputable environmental consulting firms (and intend to conduct such assessments prior to the acquisition or development of additional stores).  The environmental assessments received to date have not revealed, nor do we have actual knowledge of, any environmental liability that we believe will have a material adverse effect on us.  However, we cannot assure that our environmental assessments have identified or will identify all material environmental conditions, that any prior owner of any property did not create a material environmental condition not actually known to us, or that a material environmental condition does not otherwise exist with respect to any of our properties.

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Americans with Disabilities Act and applicable state accessibility act compliance may require unanticipated expenditures.

Under the ADA, all places of public accommodation are required to meet federal requirements related to physical access and use by disabled persons.  A number of other federal, state and local laws may also impose access and other similar requirements at our properties.  A failure to comply with the ADA or similar state or local requirements could result in the governmental imposition of fines or the award of damages to private litigants affected by the noncompliance.  Although we believe that our properties comply in all material respects with these requirements (or would be eligible for applicable exemptions from material requirements because of adaptive assistance provided), a determination that one or more of our properties is not in compliance with the ADA or similar state or local requirements would result in the incurrence of additional costs associated with bringing the properties into compliance.  If we are required to make substantial modifications to comply with the ADA or similar state or local requirements, we may be required to incur significant unanticipated expenditures, which could have an adverse effect on our operating costs and our ability to make distributions to our shareholders.

Privacy concerns could result in regulatory changes that may harm our business.

Personal privacy has become a significant issue in the jurisdictions in which we operate.  Many jurisdictions in which we operate have imposed restrictions and requirements on the use of personal information by those collecting such information.  Changes to law or regulations affecting privacy, if applicable to our business, could impose additional costs and liability on us and could limit our use and disclosure of such information.

We face system security risks as we depend upon automated processes and the Internet.

We are increasingly dependent upon automated information technology processes and Internet commerce, and many of our new customers come from the telephone or over the Internet.  Moreover, the nature of our business involves the receipt and retention of personal information about our customers.  We also rely extensively on third-party vendors to retain data, process transactions and provide other systems and services.  These systems, and our systems, are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, malware, and other destructive or disruptive security breaches and catastrophic events, such as a natural disaster or a terrorist event or cyber-attack.  In addition, experienced computer programmers and hackers may be able to penetrate our security systems and misappropriate our confidential information, create system disruptions, or cause shutdowns. Such data security breaches as well as system disruptions and shutdowns could result in additional costs to repair or replace such networks or information systems and possible legal liability, including government enforcement actions and private litigation.  In addition, our customers could lose confidence in our ability to protect their personal information, which could cause them to discontinue leasing at our self-storage properties. 

If we are unable to attract and retain team members or contract with third parties having the specialized skills or technologies needed to support our systems, implement improvements to our customer-facing technology in a timely manner, allow accurate visibility to product availability when customers are ready to rent, quickly and efficiently fulfill our customers rental and payment methods they demand, or provide a convienent and consistent experience for our customers regardless of the ultimate sales channel, our ability to compete and our results of operations could be adversely affected.

Terrorist attacks and other acts of violence or war may adversely impact our performance and may affect the markets on which our securities are traded.

Terrorist attacks against our stores, the United States or our interests, may negatively impact our operations and the value of our securities.  Attacks or armed conflicts could negatively impact the demand for self-storage and increase the cost of insurance coverage for our stores, which could reduce our profitability and cash flow.  Furthermore, any terrorist attacks or armed conflicts could result in increased volatility in or damage to the United States and worldwide financial markets and economy.

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Risks Related to the Real Estate Industry

Our performance and the value of our self-storage properties are subject to risks associated with our properties and with the real estate industry.

Our rental revenues and operating costs and the value of our real estate assets, and consequently the value of our securities, are subject to the risk that if our stores do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow and ability to pay distributions to our shareholders will be adversely affected.  Events or conditions beyond our control that may adversely affect our operations or the value of our properties include but are not limited to:

· downturns in the national, regional, and local economic climate;

· local or regional oversupply, increased competition, or reduction in demand for self-storage space;

· vacancies or changes in market rents for self-storage space;

· inability to collect rent from customers;

· increased operating costs, including maintenance, insurance premiums, and real estate taxes;

· changes in interest rates and availability of financing;

· hurricanes, earthquakes and other natural disasters, civil disturbances, terrorist acts, or acts of war that may result in uninsured or underinsured losses;

· significant expenditures associated with acquisitions and development projects, such as debt service payments, real estate taxes, insurance, and maintenance costs which are generally not reduced when circumstances cause a reduction in revenues from a property;

· costs of complying with changes in laws and governmental regulations, including those governing usage, zoning, the environment, and taxes; and

· the relative illiquidity of real estate investments.

In addition, prolonged periods of economic slowdown or recession, rising interest rates, or declining demand for self-storage, or the public perception that any of these events may occur, could result in a general decline in rental revenues, which could impair our ability to satisfy our debt service obligations and to make distributions to our shareholders.

Rental revenues are significantly influenced by demand for self-storage space generally, and a decrease in such demand would likely have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio.

Because our real estate portfolio consists primarily of self-storage properties, we are subject to risks inherent in investments in a single industry.  A decrease in the demand for self-storage space would have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio.  Demand for self-storage space could be adversely affected by weakness in the national, regional, and local economies, changes in supply of, or demand for, similar or competing self-storage properties in an area, and the excess amount of self-storage space in a particular market. To the extent that any of these conditions occur, they are likely to affect market rents for self-storage space, which could cause a decrease in our rental revenue.  Any such decrease could impair our ability to satisfy debt service obligations and make distributions to our shareholders.

Because real estate is illiquid, we may not be able to sell propeties when appropriate.

Real estate property investments generally cannot be sold quickly.  Also, the tax laws applicable to REITs require that we hold our properties for investment, rather than for sale in the ordinary course of business, which may cause us to forgo or defer sales of properties that otherwise would be in our best interest.  Therefore, we may not be able to dispose of properties promptly, or on favorable terms, in response to economic or other market conditions, which may adversely affect our financial position.

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Risks Related to our Qualification and Operation as a REIT

Failure to qualify as a REIT would subject us to U.S. federal income tax which would reduce the cash available for distribution to our shareholders.

We operate our business to qualify to be taxed as a REIT for federal income tax purposes.  We have not requested and do not plan to request a ruling from the IRS that we qualify as a REIT, and the statements in this Report are not binding on the IRS or any court.  As a REIT, we generally will not be subject to federal income tax on the income that we distribute currently to our shareholders.  Many of the REIT requirements, however, are highly technical and complex.  The determination that we are a REIT requires an analysis of various factual matters and circumstances that may not be totally within our control.  For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, such as rent, that are itemized in the REIT tax laws.  In addition, to qualify as a REIT, we cannot own specified amounts of debt and equity securities of some issuers.  We also are required to distribute to our shareholders with respect to each year at least 90% of our REIT taxable income, excluding net capital gains.  The fact that we hold substantially all of our assets through the Operating Partnership and its subsidiaries and joint ventures further complicates the application of the REIT requirements for us.  Even a technical or inadvertent mistake could jeopardize our REIT status, and, given the highly complex nature of the rules governing REITs and the ongoing importance of factual determinations, we cannot provide any assurance that we will continue to qualify as a REIT.  Changes to rules governing REITS were made by the Protecting Americans From Tax Hikes Act of 2015, signed into law on December 18, 2015, and Congress and the IRS might make further changes to the tax laws and regulations, and the courts might issue new rulings that make it more difficult, or impossible, for us to remain qualified as a REIT.  If we fail to qualify as a REIT for federal income tax purposes and are able to avail ourselves of one or more of the statutory savings provisions in order to maintain our REIT status, we would nevertheless be required to pay penalty taxes of $50,000 or more for each such failure.

If we fail to qualify as a REIT for federal income tax purposes, and are unable to avail ourselves of certain savings provisions set forth in the Internal Revenue Code, we would be subject to federal income tax at regular corporate rates on all of our income.  As a taxable corporation, we would not be allowed to take a deduction for distributions to shareholders in computing our taxable income or pass through long-term capital gains to individual shareholders at favorable rates.  We also could be subject to the federal alternative minimum tax and possibly increased state and local taxes.  We would not be able to elect to be taxed as a REIT for four years following the year we first failed to qualify unless the IRS were to grant us relief under certain statutory provisions.  If we failed to qualify as a REIT, we would have to pay significant income taxes, which would reduce our net earnings available for investment or distribution to our shareholders.  This likely would have a significant adverse effect on our earnings and likely would adversely affect the value of our securities. In addition, we would no longer be required to pay any distributions to shareholders.

Furthermore, as a result of our acquisition of all the issued and outstanding shares of common stock of a privately held self-storage REIT (“PSI”), we now own a subsidiary REIT. PSI is independently subject to, and must comply with, the same REIT requirements that we must satisfy in order to qualify as a REIT, together with all other rules applicable to REITs. If PSI fails to qualify as a REIT and certain statutory relief provisions do not apply, as a result of a protective election made jointly by PSI and CubeSmart, PSI will be taxed as a taxable REIT subsidiary. See the section entitled “Taxation of CubeSmart−Requirements for Qualification−Taxable REIT Subsidiaries” in Exhibit 99.1 for more information regarding taxable REIT subsidiaries.

Failure of the Operating Partnership (or a subsidiary partnership or joint venture) to be treated as a partnership would have serious adverse consequences to our shareholders.

If the IRS were to successfully challenge the tax status of the Operating Partnership or any of its subsidiary partnerships or joint ventures for federal income tax purposes, the Operating Partnership or the affected subsidiary partnership or joint venture would be taxable as a corporation.  In such event we would cease to qualify as a REIT and the imposition of a corporate tax on the Operating Partnership, a subsidiary partnership, or joint venture would reduce the amount of cash available for distribution from the Operating Partnership to us and ultimately to our shareholders.

To maintain our REIT status, we may be forced to borrow funds on a short-term basis during unfavorable market conditions.

As a REIT, we are subject to certain distribution requirements, including the requirement to distribute 90% of our REIT taxable income, excluding net capital gains, which may result in our having to make distributions at a disadvantageous time or to borrow funds at unfavorable rates.  Compliance with this requirement may hinder our ability to operate solely on the basis of maximizing profits.

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We will pay some taxes even if we qualify as a REIT, which will reduce the cash available for distribution to our shareholders.

Even if we qualify as a REIT for federal income tax purposes, we will be required to pay certain federal, state and local taxes on our income and property.  For example, we will be subject to income tax to the extent we distribute less than 100% of our REIT taxable income, including capital gains.  Additionally, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which dividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% penalty tax.  In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business.  The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale.  We cannot guarantee that sales of our properties would not be prohibited transactions unless we comply with certain statutory safe-harbor provisions.

In addition, any net taxable income earned directly by our taxable REIT subsidiaries, or through entities that are disregarded for federal income tax purposes as entities separate from our taxable REIT subsidiaries, will be subject to federal and possibly state corporate income tax.  We have elected to treat some of our subsidiaries as taxable REIT subsidiaries, and we may elect to treat other subsidiaries as taxable REIT subsidiaries in the future.  In this regard, several provisions of the laws applicable to REITs and their subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of federal income taxation.  For example, a taxable REIT subsidiary is limited in its ability to deduct certain interest payments made to an affiliated REIT.  In addition, the REIT has to pay a 100% penalty tax on some payments that it receives or on some deductions taken by a taxable REIT subsidiary if the economic arrangements between the REIT, the REIT’s customers, and the taxable REIT subsidiary are not comparable to similar arrangements between unrelated parties.  Finally, some state and local jurisdictions may tax some of our income even though as a REIT we are not subject to federal income tax on that income because not all states and localities follow the federal income tax treatment of REITs.  To the extent that we and our affiliates are required to pay federal, state, and local taxes, we will have less cash available for distributions to our shareholders.

We face possible federal, state, and local tax audits.

Because we are organized and qualify as a REIT, we are generally not subject to federal income taxes, but are subject to certain state and local taxes.  Certain entities through which we own real estate either have undergone, or are currently undergoing, tax audits.  Although we believe that we have substantial arguments in favor of our positions in the ongoing audits, in some instances there is no controlling precedent or interpretive guidance on the specific point at issue.  Collectively, tax deficiency notices received to date from the jurisdictions conducting the ongoing audits have not been material.  However, there can be no assurance that future audits will not occur with increased frequency or that the ultimate result of such audits will not have a material adverse effect on our results of operations.

Legislative or regulatory tax changes related to REITs could materially and adversely affect our business.

At any time, the federal income tax laws or regulations governing REITs or the administrative interpretations of those laws or regulations may be changed, possibly with retroactive effect. We cannot predict if or when any new federal income tax law, regulation or administrative interpretation, or any amendment to any existing federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective or whether any such law, regulation or interpretation may take effect retroactively. We and our shareholders could be adversely affected by any such change in, or any new, federal income tax law, regulation or administrative interpretation.

Risks Related to our Debt Financings

We face risks related to current debt maturities, including refinancing risk.

Certain of our mortgages, bank loans, and unsecured debt (including our senior notes) will have significant outstanding balances on their maturity dates, commonly known as “balloon payments.”   We may not have the cash resources available to repay those amounts, and we may have to raise funds for such repayment either through the issuance of equity or debt securities, additional bank borrowings (which may include extension of maturity dates), joint ventures, or asset sales.  Furthermore, we are restricted from incurring certain additional indebtedness and making certain other changes to our capital and debt structure under the terms of the senior notes and the indenture governing the senior notes.

There can be no assurance that we will be able to refinance our debt on favorable terms or at all.  To the extent we cannot refinance debt on favorable terms or at all, we may be forced to dispose of properties on disadvantageous terms or pay higher interest rates, either of which would have an adverse impact on our financial performance and ability to pay dividends to investors

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As a result of our interest rate hedges, swap agreements and other, similar arrangements, we face counterparty risks.

We may be exposed to the potential risk of counterparty default or non-payment with respect to interest rate hedges, swap agreements, floors, caps, and other interest rate hedging contracts that we may enter into from time to time, in which event we could suffer a material loss on the value of those agreements.  Although these agreements may lessen the impact of rising interest rates on us, they also expose us to the risk that other parties to the agreements will not perform or that we cannot enforce the agreements.  There is no assurance that our potential counterparties on these agreements will perform their obligations under such agreements.

Financing our future growth plan or refinancing existing debt maturities could be impacted by negative capital market conditions.

Recently, domestic financial markets have experienced extreme volatility and uncertainty.  At times in recent years liquidity has tightened in the domestic financial markets, including the investment grade debt and equity capital markets for which we historically sought financing.  Consequently, there is greater uncertainty regarding our ability to access the credit markets in order to attract financing on reasonable terms; there can be no assurance that we will be able to continue to issue common or preferred equity securities at a reasonable price.  Our ability to finance new acquisitions and refinance future debt maturities could be adversely impacted by our inability to secure permanent financing on reasonable terms, if at all.

The terms and covenants relating to our indebtedness could adversely impact our economic performance.

Like other real estate companies that incur debt, we are subject to risks associated with debt financing, such as the insufficiency of cash flow to meet required debt service payment obligations and the inability to refinance outstanding indebtedness at maturity.  If our debt cannot be paid, refinanced, or extended at maturity, we may not be able to make distributions to shareholders at expected levels or at all and may not be able to acquire new stores.  Failure to make distributions to our shareholders could result in our failure to qualify as a REIT for federal income tax purposes.  Furthermore, an increase in our interest expense could adversely affect our cash flow and ability to make distributions to shareholders.  If we do not meet our debt service obligations, any stores securing such indebtedness could be foreclosed on, which would have a material adverse effect on our cash flow and ability to make distributions and, depending on the number of stores foreclosed on, could threaten our continued viability.

Our Credit Facility (defined below) contains (and any new or amended facility we may enter into from time to time will likely contain) customary affirmative and negative covenants, including financial covenants that, among other things, require us to comply with certain liquidity and net worth tests.  Our ability to borrow under the Credit Facility is (and any new or amended facility we may enter into from time to time will be) subject to compliance with such financial and other covenants.  In the event that we fail to satisfy these covenants, we would be in default under the Credit Facility and may be required to repay such debt with capital from other sources.  Under such circumstances, other sources of debt or equity capital may not be available to us, or may be available only on unattractive terms.  Moreover, the presence of such covenants in our credit agreements could cause us to operate our business with a view toward compliance with such covenants, which might not produce optimal returns for shareholders.  Similarly, the indenture under which we have issued unsecured senior notes contains customary financial covenants, including limitations on incurrence of additional indebtedness.

Increases in interest rates on variable rate indebtedness would increase our interest expense, which could adversely affect our cash flow and ability to make distributions to shareholders.  Rising interest rates could also restrict our ability to refinance existing debt when it matures.  In addition, an increase in interest rates could decrease the amounts that third parties are willing to pay for our assets, thereby limiting our ability to alter our portfolio promptly in relation to economic or other conditions.

Our organizational documents contain no limitation on the amount of debt we may incur.  As a result, we may become highly leveraged in the future.

Our organizational documents do not limit the amount of indebtedness that we may incur.  We could alter the balance between our total outstanding indebtedness and the value of our assets at any time.  If we become more highly leveraged, then the resulting increase in debt service could adversely affect our ability to make payments on our outstanding indebtedness and to pay our anticipated distributions and/or the distributions required to maintain our REIT status, and could harm our financial condition.

Risks Related to our Organization and Structure

We are dependent upon our senior management team whose continued service is not guaranteed.

Our executive team, including our named executive officers, has extensive self-storage, real estate, and public company experience.  Although our named executive officers, effective January 1, 2017, are parties to the Company’s executive severance plan, we cannot

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provide assurance that any of them will remain in our employment.  The loss of services of one or more members of our senior management team could adversely affect our operations and our future growth.

We are dependent upon our on-site personnel to maximize customer satisfaction; any difficulties we encounter in hiring, training, and retaining skilled field personnel may adversely affect our rental revenues.

As of December 31, 2016, we had 1,844 property-level personnel involved in the management and operation of our stores.  The customer service, marketing skills, and knowledge of local market demand and competitive dynamics of our store managers are contributing factors to our ability to maximize our rental income and to achieve the highest sustainable rent levels at each of our stores.  We compete with various other companies in attracting and retaining qualified and skilled personnel. Competitive pressures may require that we enhance our pay and benefits package to compete effectively for such personnel.  If there is an increase in these costs or if we fail to attract and retain qualified and skilled personnel, our business and operating results could be harmed.

Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our shares or otherwise benefit our shareholders.

Certain provisions of Maryland law may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of our common shares with the opportunity to realize a premium over the then-prevailing market price of those shares, including:

· “business combination moratorium/fair price” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter imposes stringent fair price and super-majority shareholder voting requirements on these combinations; and

· “control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing Trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares” from a party other than the issuer) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two thirds of all the votes entitled to be cast on the matter, excluding all interested shares, and are subject to redemption in certain circumstances.

We have opted out of these provisions of Maryland law.  However, our Board may opt to make these provisions applicable to us at any time without shareholder approval.

Our Trustees also have the discretion, granted in our bylaws and Maryland law, without shareholder approval to, among other things (1) create a staggered Board, (2) amend our bylaws or repeal individual bylaws in a manner that provides the Board with greater authority, and (3) issue additional equity securities.  Any such action could inhibit or impede a third party from making a proposal to acquire us at a price that could be beneficial to our shareholders.

Our shareholders have limited control to prevent us from making any changes to our investment and financing policies.

Our Board has adopted policies with respect to certain activities.  These policies may be amended or revised from time to time at the discretion of our Board without a vote of our shareholders.  This means that our shareholders have limited control over changes in our policies.  Such changes in our policies intended to improve, expand, or diversify our business may not have the anticipated effects and consequently may adversely affect our business and prospects, results of operations, and share price.

Our rights and the rights of our shareholders to take action against our Trustees and officers are limited.

Maryland law provides that a trustee or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances.  Our declaration of trust and bylaws require us to indemnify our Trustees and officers for actions taken by them in those capacities on our behalf, to the extent permitted by Maryland law.  Accordingly, in the event that actions taken in good faith by any Trustee or officer impede our performance, our shareholders’ ability to recover damages from that Trustee or officer will be limited.

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Our declaration of trust permits our Board to issue preferred shares with terms that may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our shares or otherwise benefit our shareholders.

Our declaration of trust permits our Board to issue up to 40,000,000 preferred shares, having those preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications, or terms or conditions of redemption as determined by our Board.  In addition, our Board may reclassify any unissued common shares into one or more classes or series of preferred shares.  Thus, our Board could authorize, without shareholder approval, the issuance of preferred shares with terms and conditions that could have the effect of discouraging a takeover or other transaction in which holders of some or a majority of our shares might receive a premium for their shares over the then-prevailing market price of our shares. We currently do not expect that the Board would require shareholder approval prior to such a preferred issuance.  In addition, any preferred shares that we issue would rank senior to our common shares with respect to the payment of distributions, in which case we could not pay any distributions on our common shares until full distributions have been paid with respect to such preferred shares.

Risks Related to our Securities

Additional issuances of equity securities may be dilutive to shareholders.

The interests of our shareholders could be diluted if we issue additional equity securities to finance future acquisitions or developments or to repay indebtedness.  Our Board may authorize the issuance of additional equity securities, including preferred shares, without shareholder approval.  Our ability to execute our business strategy depends upon our access to an appropriate blend of debt financing, including unsecured lines of credit and other forms of secured and unsecured debt, and equity financing, including common and preferred equity.

Many factors could have an adverse effect on the market value of our securities.

A number of factors might adversely affect the price of our securities, many of which are beyond our control.  These factors include:

· increases in market interest rates, relative to the dividend yield on our shares.  If market interest rates go up, prospective purchasers of our securities may require a higher yield.  Higher market interest rates would not, however, result in more funds for us to distribute and, to the contrary, would likely increase our borrowing costs and potentially decrease funds available for distribution.  Thus, higher market interest rates could cause the market price of our equity securities to go down;

· anticipated benefit of an investment in our securities as compared to investment in securities of companies in other industries (including benefits associated with tax treatment of dividends and distributions);

· perception by market professionals of REITs generally and REITs comparable to us in particular;

· level of institutional investor interest in our securities;

· relatively low trading volumes in securities of REITs;

· our results of operations and financial condition;

· investor confidence in the stock market generally; and

· additions and departures of key personnel.

The market value of our equity securities is based primarily upon the market’s perception of our growth potential and our current and potential future earnings and cash distributions.  Consequently, our equity securities may trade at prices that are higher or lower than our net asset value per equity security.  If our future earnings or cash distributions are less than expected, it is likely that the market price of our equity securities will diminish.

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The market price of our common shares has been, and may continue to be, particularly volatile, and our shareholders may be unable to resell their shares at a profit.

The market price of our common shares has been subject to significant fluctuation and may continue to fluctuate or decline.  Between January 1, 2014 and December 31, 2016, the closing price of our common shares has ranged from a high of $33.30 (on March 31, 2016) to a low of $15.63 (on January 27, 2014).  In the past several years, REIT securities have experienced high levels of volatility and significant increases in value from their historic lows.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company.  If our share price is volatile, we may become the target of securities litigation. Securities litigation could result in substantial costs and divert our management’s attention and resources from our business.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

ITEM 2.  PROPERTIES

Overview

As of December 31, 2016, we owned 475 self-storage properties that contain approximately 32.9 million rentable square feet and are located in 23 states and the District of Columbia.  The following table sets forth summary information regarding our stores by state as of December 31, 2016.

			Total	% of Total
	Number of		Rentable	Rentable		Period-end
State	Stores	Cubes	Square Feet	Square Feet		Occupancy
Florida	77	55,746	5,749,593	17.4	%	93.1	%
Texas	63	36,338	4,363,664	13.3	%	84.8	%
New York	43	51,984	3,066,009	9.3	%	81.4	%
California	40	25,750	2,831,254	8.6	%	94.6	%
Illinois	39	22,575	2,461,164	7.5	%	91.6	%
Arizona	33	18,847	2,054,791	6.3	%	91.3	%
New Jersey	25	16,826	1,700,430	5.2	%	91.8	%
Georgia	18	11,063	1,316,941	4.0	%	90.9	%
Ohio	20	11,089	1,293,096	3.9	%	90.2	%
Maryland	15	12,010	1,228,155	3.7	%	92.9	%
Connecticut	22	10,656	1,179,463	3.6	%	91.5	%
Virginia	10	7,873	787,982	2.4	%	87.3	%
Colorado	11	5,998	697,589	2.1	%	85.1	%
Massachusetts	11	7,261	674,772	2.1	%	87.9	%
North Carolina	9	5,601	654,175	2.0	%	89.7	%
Tennessee	7	4,416	618,212	1.9	%	85.8	%
Pennsylvania	9	6,023	609,289	1.9	%	89.2	%
Nevada	7	4,122	519,657	1.6	%	92.1	%
Utah	4	2,261	240,023	0.7	%	95.5	%
Rhode Island	4	1,971	236,995	0.7	%	92.2	%
Washington D.C.	3	2,849	224,302	0.7	%	85.0	%
New Mexico	3	1,648	182,261	0.6	%	93.5	%
Minnesota	1	1,018	100,978	0.3	%	83.5	%
Indiana	1	574	67,604	0.2	%	95.7	%
Total/Weighted Average	475	324,499	32,858,399	100.0	%	89.7	%

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Our Stores

The following table sets forth additional information with respect to each of our owned stores as of December 31, 2016. Our ownership of each store consists of a fee interest in the store held by our Operating Partnership, or one of its subsidiaries, except for eight of our stores, which are subject to ground leases.  In addition, small parcels of land at two of our other stores are subject to ground leases.

	Year
	Acquired / /		Rentable				Manager	% Climate
	Developed		Square	Occupancy			Apartment	Controlled
Store Location	(1)	Year Built	Feet	(2)		Cubes	(3)	(4)
Chandler I, AZ	2005	1985	47,680	94.3	%	454	Y	12.5	%
Chandler II, AZ	2013	2008	82,889	93.1	%	1,172	N	73.7	%
Gilbert I, AZ	2013	2010	57,300	86.8	%	443	Y	83.6	%
Gilbert II, AZ	2016	2005/14	91,505	84.0	%	679	Y	37.7	%
Glendale, AZ	1998	1987	56,807	98.4	%	528	Y	0.0	%
Green Valley, AZ	2005	1985	25,050	89.6	%	266	N	9.0	%
Mesa I, AZ	2006	1985	52,575	92.1	%	501	N	0.0	%
Mesa II, AZ	2006	1981	45,511	88.6	%	410	Y	16.7	%
Mesa III, AZ	2006	1986	59,629	95.1	%	524	Y	15.8	%
Peoria, AZ	2015	2005	110,835	94.5	%	925	N	35.3	%
Phoenix I, AZ	2006	1987	100,875	90.7	%	751	Y	21.8	%
Phoenix II, AZ	2006/11	1974	83,160	95.7	%	809	Y	6.7	%
Phoenix III, AZ	2014	2009	121,731	91.0	%	820	N	73.8	%
Phoenix IV, AZ	2016	2008	69,660	89.3	%	705	Y	99.9	%
Queen Creek, AZ	2015	2013	94,462	74.3	%	624	Y	61.0	%
Scottsdale, AZ	1998	1995	79,525	95.1	%	654	Y	20.4	%
Surprise, AZ	2015	2006	72,575	91.6	%	602	N	100.0	%
Tempe I, AZ	2005	1975	53,890	91.2	%	407	Y	18.8	%
Tempe II, AZ	2013	2007	68,409	88.8	%	733	Y	86.4	%
Tucson I, AZ	1998	1974	59,800	95.3	%	496	Y	0.0	%
Tucson II, AZ	1998	1988	43,950	88.3	%	537	Y	100.0	%
Tucson III, AZ	2005	1979	49,832	92.8	%	496	N	0.0	%
Tucson IV, AZ	2005	1982	48,040	95.2	%	504	Y	13.4	%
Tucson V, AZ	2005	1982	45,134	92.3	%	421	Y	11.3	%
Tucson VI, AZ	2005	1982	40,814	91.3	%	418	Y	13.6	%
Tucson VII, AZ	2005	1982	52,688	94.7	%	601	Y	7.0	%
Tucson VIII, AZ	2005	1979	46,650	93.3	%	454	Y	0.0	%
Tucson IX, AZ	2005	1984	67,496	93.6	%	605	Y	5.9	%
Tucson X, AZ	2005	1981	46,350	89.8	%	414	N	0.0	%
Tucson XI, AZ	2005	1974	42,900	95.9	%	408	Y	0.0	%
Tucson XII, AZ	2005	1974	42,275	95.7	%	436	Y	3.9	%
Tucson XIII, AZ	2005	1974	45,800	85.8	%	493	Y	0.0	%
Tucson XIV, AZ	2005	1976	48,995	95.4	%	557	Y	17.9	%
Benicia, CA	2005	1988/93/05	74,770	95.6	%	720	Y	0.0	%
Citrus Heights, CA	2005	1987	75,620	95.0	%	683	Y	0.0	%
Corona, CA	2014	2014	94,975	93.8	%	971	N	6.9	%
Diamond Bar, CA	2005	1988	103,309	96.4	%	914	Y	0.0	%
Escondido, CA	2007	2002	143,645	94.6	%	1,260	Y	11.8	%
Fallbrook, CA	1997	1985/88	45,976	89.4	%	446	Y	0.0	%
Fremont, CA	2014	1987	51,243	93.7	%	526	Y	0.6	%
Lancaster, CA	2001	1987	60,450	97.0	%	358	Y	0.0	%
Long Beach, CA	2006	1974	124,571	95.1	%	1,371	Y	0.0	%
Murrieta, CA	2005	1996	49,785	91.9	%	449	Y	5.1	%
North Highlands, CA	2005	1980	57,094	96.8	%	472	Y	0.0	%
Ontario, CA	2014	1986	93,590	95.6	%	849	Y	0.0	%

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	Year
	Acquired /		Rentable				Manager	% Climate
	Developed		Square	Occupancy			Apartment	Controlled
Store Location	(1)	Year Built	Feet	(2)		Cubes	(3)	(4)
Orangevale, CA	2005	1980	50,542	93.2	%	529	Y	0.0	%
Pleasanton, CA	2005	2003	83,600	92.3	%	762	Y	0.0	%
Rancho Cordova, CA	2005	1979	53,978	96.3	%	468	Y	0.0	%
Rialto I, CA	2006	1987	57,391	97.6	%	455	Y	0.0	%
Rialto II, CA	1997	1980	99,783	95.4	%	717	Y	0.0	%
Riverside I, CA	2006	1977	67,020	94.0	%	656	Y	0.0	%
Riverside II, CA	2006	1985	85,176	95.9	%	811	Y	5.5	%
Roseville, CA	2005	1979	59,944	95.6	%	555	Y	0.0	%
Sacramento I, CA	2005	1979	50,664	96.2	%	554	Y	0.0	%
Sacramento II, CA	2005	1986	62,088	97.1	%	553	Y	0.0	%
San Bernardino I, CA	1997	1987	31,070	93.9	%	240	N	0.0	%
San Bernardino II, CA	1997	1991	41,546	91.6	%	373	Y	0.0	%
San Bernardino III, CA	1997	1985/92	35,416	97.8	%	370	N	0.0	%
San Bernardino IV, CA	2005	2002/04	83,277	91.5	%	719	Y	12.1	%
San Bernardino V, CA	2006	1974	56,745	95.9	%	487	Y	6.7	%
San Bernardino VII, CA	2006	1978	78,753	93.1	%	616	Y	2.4	%
San Bernardino VIII, CA	2006	1977	103,417	96.1	%	867	Y	0.0	%
San Marcos, CA	2005	1979	37,425	93.9	%	244	Y	0.0	%
Santa Ana, CA	2006	1984	63,916	92.4	%	740	Y	4.3	%
South Sacramento, CA	2005	1979	52,440	97.3	%	413	Y	0.0	%
Spring Valley, CA	2006	1980	55,035	93.1	%	713	Y	0.0	%
Temecula I, CA	1998	1985/03	81,340	92.4	%	705	Y	45.7	%
Temecula II, CA	2007	2003	84,543	94.9	%	682	Y	55.0	%
Vista I, CA	2001	1988	74,238	93.8	%	622	Y	0.0	%
Vista II, CA	2005	2001/02/03	147,763	92.6	%	1,300	Y	3.7	%
Walnut, CA	2005	1987	50,708	94.4	%	537	Y	16.0	%
West Sacramento, CA	2005	1984	40,015	97.3	%	479	Y	0.0	%
Westminster, CA	2005	1983/98	68,393	93.6	%	564	Y	0.0	%
Aurora, CO	2005	1981	75,867	86.4	%	618	Y	0.0	%
Centennial, CO	2016	2009	62,400	81.7	%	530	Y	95.1	%
Colorado Springs I, CO	2005	1986	47,975	92.1	%	468	Y	0.0	%
Colorado Springs II, CO	2006	2001	62,400	92.5	%	433	Y	0.0	%
Denver I, CO	2006	1997	59,200	88.3	%	449	Y	0.0	%
Denver II, CO	2012	2007	74,460	89.0	%	678	N	94.9	%
Denver III, CO	2016	2015	76,125	63.1	%	708	N	94.6	%
Federal Heights, CO	2005	1980	54,770	90.2	%	549	Y	0.0	%
Golden, CO	2005	1985	87,800	85.6	%	640	Y	1.6	%
Littleton, CO	2005	1987	53,490	82.1	%	442	Y	64.2	%
Northglenn, CO	2005	1980	43,102	93.2	%	483	Y	0.0	%
Bloomfield, CT	1997	1987/93/94	48,700	93.1	%	445	Y	8.7	%
Branford, CT	1995	1986	50,629	93.3	%	430	Y	3.5	%
Bristol, CT	2005	1989/99	47,725	91.4	%	471	N	31.7	%
East Windsor, CT	2005	1986/89	46,066	96.9	%	304	N	0.0	%
Enfield, CT	2001	1989	52,875	90.5	%	371	Y	0.0	%
Gales Ferry, CT	1995	1987/89	54,905	92.9	%	607	N	9.4	%
Manchester I, CT (6)	2002	1999/00/01	46,925	93.2	%	465	N	44.1	%
Manchester II, CT	2005	1984	52,725	92.8	%	400	N	0.0	%
Manchester III, CT	2014	2009	60,113	91.9	%	583	N	87.0	%
Milford, CT	1996	1975	44,885	92.3	%	375	Y	6.9	%
Monroe, CT	2005	1996/03	58,500	95.0	%	394	N	0.0	%

26

	Year
	Acquired /		Rentable				Manager	% Climate
	Developed		Square	Occupancy			Apartment	Controlled
Store Location	(1)	Year Built	Feet	(2)		Cubes	(3)	(4)
Mystic, CT	1996	1975/86	50,825	91.8	%	561	Y	4.6	%
Newington I, CT	2005	1978/97	42,620	93.2	%	248	N	0.0	%
Newington II, CT	2005	1979/81	36,140	97.3	%	195	N	0.0	%
Norwalk I, CT	2012	2009	30,328	93.8	%	349	N	100.0	%
Norwalk II, CT	2016	1990	78,175	82.7	%	936	Y	77.8	%
Old Saybrook I, CT	2005	1982/88/00	87,000	92.7	%	720	N	10.8	%
Old Saybrook II, CT	2005	1988/02	26,425	87.8	%	253	N	71.8	%
Shelton, CT	2011	2007	78,405	87.5	%	855	Y	93.9	%
South Windsor, CT	1996	1976	72,075	92.2	%	560	Y	1.2	%
Stamford, CT	2005	1997	28,907	88.0	%	363	N	38.6	%
Wilton, CT	2012	1966	84,515	89.5	%	771	Y	66.6	%
Washington I, DC	2008	2002	63,085	87.7	%	754	Y	97.2	%
Washington II, DC	2011	1929/98	82,787	91.1	%	1,043	N	99.5	%
Washington III, DC	2016	1961/13	78,430	76.5	%	1,052	Y	97.5	%
Boca Raton, FL	2001	1998	37,968	89.4	%	612	N	70.5	%
Boynton Beach I, FL	2001	1999	61,725	92.2	%	757	Y	61.7	%
Boynton Beach II, FL	2005	2001	61,514	92.5	%	576	Y	88.6	%
Boynton Beach III, FL	2014	2001	67,393	92.7	%	721	N	100.0	%
Boynton Beach IV, FL	2015	2002	76,362	95.3	%	642	N	84.0	%
Bradenton I, FL	2004	1979	68,298	92.7	%	592	N	6.6	%
Bradenton II, FL	2004	1996	87,958	91.9	%	845	Y	46.6	%
Cape Coral I, FL	2000*	2000	76,857	92.3	%	892	Y	90.7	%
Cape Coral II, FL	2014	2007	67,955	91.8	%	614	Y	71.3	%
Coconut Creek I, FL	2012	2001	78,846	95.8	%	757	Y	53.0	%
Coconut Creek II, FL	2014	1999	90,147	93.6	%	811	N	79.6	%
Dania Beach, FL	2004	1984	180,588	94.3	%	1,778	N	27.4	%
Dania, FL	1996	1988	58,165	91.2	%	495	Y	53.7	%
Davie, FL	2001*	2001	80,985	92.3	%	837	Y	73.8	%
Deerfield Beach, FL	1998*	1998	57,230	92.5	%	520	Y	55.0	%
Delray Beach I, FL	2001	1999	67,833	95.2	%	816	Y	45.5	%
Delray Beach II, FL	2013	1987	75,710	91.6	%	1,180	N	96.8	%
Delray Beach III, FL	2014	2006	94,395	96.1	%	904	N	99.6	%
Ft. Lauderdale I, FL	1999	1999	70,043	94.7	%	694	Y	54.7	%
Ft. Lauderdale II, FL	2013	2007	49,577	94.8	%	862	N	100.0	%
Ft. Myers I, FL	1999	1998	67,534	90.1	%	592	Y	84.2	%
Ft. Myers II, FL	2014	2001	83,375	93.3	%	841	Y	62.8	%
Ft. Myers III, FL	2014	2002	81,554	91.2	%	868	Y	89.3	%
Jacksonville I, FL	2005	2005	79,705	92.1	%	717	N	100.0	%
Jacksonville II, FL	2007	2004	64,970	91.7	%	663	N	100.0	%
Jacksonville III, FL	2007	2003	66,010	92.8	%	683	N	100.0	%
Jacksonville IV, FL	2007	2006	77,525	93.0	%	717	N	100.0	%
Jacksonville V, FL	2007	2004	82,483	93.0	%	713	N	79.9	%
Jacksonville VI, FL	2014	2006	67,275	93.5	%	536	Y	71.2	%
Kendall, FL	2007	2003	75,495	89.4	%	702	N	79.4	%
Lake Worth I, FL †	1998	1998/02	159,799	92.7	%	1,278	Y	72.2	%
Lake Worth II, FL	2014	2004/08	86,924	92.6	%	757	Y	85.3	%
Lake Worth III, FL	2015	2006	94,015	96.5	%	780	Y	42.6	%
Lakeland, FL	1994	1988	49,079	95.9	%	487	Y	82.6	%
Leisure City, FL	2012	2005	56,075	93.4	%	616	N	69.9	%
Lutz I, FL	2004	2000	66,795	94.0	%	611	Y	44.0	%

27

	Year
	Acquired /		Rentable				Manager	% Climate
	Developed		Square	Occupancy			Apartment	Controlled
Store Location	(1)	Year Built	Feet	(2)		Cubes	(3)	(4)
Lutz II, FL	2004	1999	69,232	95.9	%	537	Y	29.3	%
Margate I, FL †	1996	1979/81	53,660	95.5	%	370	Y	27.7	%
Margate II, FL †	1996	1985	65,380	91.4	%	446	Y	57.5	%
Merritt Island, FL	2002	2000	50,261	90.0	%	465	Y	66.4	%
Miami I, FL	1996	1995	46,500	91.7	%	557	Y	68.9	%
Miami II, FL	1996	1989	66,960	94.4	%	569	Y	18.9	%
Miami III, FL	2005	1988/03	151,620	91.8	%	1,513	N	91.1	%
Miami IV, FL	2011	2007	76,695	97.0	%	928	N	99.7	%
Miramar, FL	2013	2009	80,130	92.7	%	746	N	96.8	%
Naples I, FL	1996	1996	48,100	92.0	%	320	Y	48.4	%
Naples II, FL	1997	1985	65,850	91.9	%	648	Y	55.8	%
Naples III, FL	1997	1981/83	80,021	91.1	%	803	Y	48.7	%
Naples IV, FL	1998	1990	40,650	95.1	%	440	Y	64.0	%
New Smyrna Beach, FL	2014	2001	81,454	95.5	%	607	N	59.4	%
Ocoee, FL	2005	1997	76,150	92.5	%	631	Y	22.6	%
Orange City, FL	2004	2001	59,580	94.0	%	651	N	52.5	%
Orlando II, FL	2005	2002/04	63,184	95.8	%	586	N	81.6	%
Orlando III, FL	2006	1988/90/96	101,530	90.6	%	826	Y	21.9	%
Orlando IV, FL	2010	2009	76,581	92.0	%	645	N	68.3	%
Orlando V, FL	2012	2008	75,295	90.5	%	644	N	91.5	%
Orlando VI, FL	2014	2006	67,275	91.8	%	579	Y	35.3	%
Oviedo, FL	2006	1988/91	49,276	93.2	%	443	Y	3.6	%
Palm Coast I, FL	2014	2001	47,400	91.6	%	426	Y	52.3	%
Palm Coast II, FL	2014	1998/04	122,490	94.7	%	1,189	N	42.9	%
Palm Harbor, FL	2016	2001	82,685	93.4	%	740	N	73.2	%
Pembroke Pines, FL	1997	1997	67,321	93.0	%	692	Y	78.1	%
Royal Palm Beach II, FL	2007	2004	81,274	92.7	%	757	N	90.0	%
Sanford I, FL	2006	1988/06	61,810	89.6	%	441	Y	35.7	%
Sanford II, FL	2014	2000	69,755	93.3	%	667	N	62.2	%
Sarasota, FL	1999	1998	71,142	91.3	%	538	Y	60.6	%
St. Augustine, FL	1996	1985	59,725	91.0	%	722	Y	26.2	%
St. Petersburg, FL	2016	1987	66,050	94.9	%	846	N	35.0	%
Stuart, FL	1997	1995	86,756	93.5	%	967	Y	60.8	%
SW Ranches, FL	2007	2004	64,990	93.3	%	649	N	88.8	%
Tampa I, FL	2007	2001/02	83,913	93.0	%	787	N	34.2	%
Tampa II, FL	2016	1999	74,790	96.0	%	702	N	100.0	%
West Palm Beach I, FL	2001	1997	66,906	93.6	%	974	Y	52.5	%
West Palm Beach II, FL	2004	1996	94,353	92.6	%	835	Y	76.6	%
West Palm Beach III, FL	2012	2008	77,440	91.9	%	907	Y	90.1	%
West Palm Beach IV, FL	2014	2004	102,892	92.2	%	948	N	85.3	%
Winter Park, FL	2014	2005	54,356	94.7	%	539	N	58.2	%
Alpharetta, GA	2001	1996	90,501	89.4	%	666	Y	80.1	%
Atlanta, GA	2012	2008	66,625	89.8	%	629	N	100.0	%
Austell, GA	2006	2000	83,655	90.9	%	672	Y	64.2	%
Decatur, GA	1998	1986	145,440	92.1	%	1,308	Y	2.7	%
Duluth, GA	2011	2009	70,885	91.6	%	590	N	100.0	%
Lawrenceville, GA	2011	1999	73,740	90.0	%	606	Y	27.5	%
Lithia Springs, GA	2015	2007	66,750	94.8	%	582	N	59.9	%
Norcross I, GA	2001	1997	85,420	91.4	%	603	Y	66.0	%
Norcross II, GA	2011	1996	52,595	91.5	%	401	Y	62.0	%

28

	Year
	Acquired /		Rentable				Manager	% Climate
	Developed		Square	Occupancy			Apartment	Controlled
Store Location	(1)	Year Built	Feet	(2)		Cubes	(3)	(4)
Norcross III, GA	2012	2007	46,955	90.0	%	500	N	100.0	%
Norcross IV, GA	2012	2005	57,505	92.1	%	538	Y	88.7	%
Peachtree City I, GA	2001	1997	49,875	88.4	%	453	N	76.3	%
Peachtree City II, GA	2012	2005	59,950	89.0	%	431	N	43.0	%
Smyrna, GA	2001	2000	57,015	92.5	%	502	Y	99.0	%
Snellville, GA	2007	1996/97	79,950	91.1	%	801	Y	20.6	%
Suwanee I, GA	2007	2000/03	85,125	92.5	%	692	Y	27.4	%
Suwanee II, GA	2007	2005	79,590	89.4	%	590	N	66.2	%
Villa Rica, GA	2015	2009	65,365	87.5	%	499	N	61.3	%
Addison, IL	2004	1979	31,575	93.5	%	367	Y	0.0	%
Aurora, IL	2004	1996	73,985	98.2	%	558	Y	8.6	%
Bartlett, IL	2004	1987	51,395	94.7	%	413	Y	31.8	%
Bellwood, IL	2001	1999	86,350	89.1	%	736	Y	50.8	%
Blue Island, IL	2015	2008	55,125	93.9	%	557	N	100.0	%
Bolingbrook, IL	2014	2004	80,915	92.0	%	728	N	77.1	%
Chicago I, IL	2014	1935	95,745	95.1	%	1,086	N	94.5	%
Chicago II, IL	2014	1953	78,585	93.3	%	757	N	85.4	%
Chicago III, IL	2014	1959	84,990	90.4	%	1,076	N	99.7	%
Chicago IV, IL	2015	2009	60,495	91.3	%	613	N	100.0	%
Chicago V, IL	2015	2008	51,775	92.2	%	603	N	99.8	%
Chicago VI, IL	2016	1954/61/13	71,785	83.5	%	715	N	100.0	%
Countryside, IL	2014	2002	99,856	92.6	%	901	N	98.7	%
Des Plaines, IL	2004	1978	69,600	90.7	%	578	N	0.0	%
Downers Grove, IL	2016	2015	71,625	78.2	%	664	N	100.0	%
Elk Grove Village, IL	2004	1987	64,079	90.2	%	621	Y	7.2	%
Evanston, IL	2013	2009	57,850	88.9	%	593	N	100.0	%
Glenview, IL	2004	1998	100,085	94.6	%	738	Y	100.0	%
Gurnee, IL	2004	1987	80,300	88.4	%	709	Y	37.3	%
Hanover, IL	2004	1987	41,190	93.3	%	417	Y	2.1	%
Harvey, IL	2004	1987	60,090	92.2	%	575	Y	2.8	%
Joliet, IL	2004	1993	72,865	93.7	%	532	Y	93.6	%
Kildeer, IL	2004	1988	36,585	96.3	%	320	Y	0.0	%
Lombard, IL	2004	1981	57,691	95.4	%	536	Y	26.0	%
Maywood, IL	2015	2009	60,225	91.5	%	655	N	100.0	%
Mount Prospect, IL	2004	1979	65,000	94.0	%	579	Y	10.3	%
Mundelein, IL	2004	1990	44,700	94.6	%	486	Y	12.3	%
North Chicago, IL	2004	1985	53,400	90.0	%	425	N	0.0	%
Plainfield I, IL	2004	1998	53,900	89.3	%	402	N	8.7	%
Plainfield II, IL	2005	2000	51,900	86.4	%	355	N	32.5	%
Schaumburg, IL	2004	1988	31,160	87.4	%	317	N	5.3	%
Streamwood, IL	2004	1982	64,305	96.3	%	550	N	7.6	%
Warrenville, IL	2005	1977/89	48,796	93.8	%	380	N	0.0	%
Waukegan, IL	2004	1977	79,500	87.9	%	662	Y	8.1	%
West Chicago, IL	2004	1979	48,175	92.0	%	435	Y	0.0	%
Westmont, IL	2004	1979	53,300	95.6	%	379	Y	0.0	%
Wheeling I, IL	2004	1974	54,210	91.2	%	491	N	0.0	%
Wheeling II, IL	2004	1979	67,825	92.3	%	603	Y	9.9	%
Woodridge, IL	2004	1987	50,232	90.5	%	463	Y	17.0	%
Schererville, IN	2014	2005	67,604	95.7	%	574	Y	40.1	%
Boston I, MA	2010	1950	33,286	87.6	%	584	N	99.8	%

29

	Year
	Acquired /		Rentable				Manager	% Climate
	Developed		Square	Occupancy			Apartment	Controlled
Store Location	(1)	Year Built	Feet	(2)		Cubes	(3)	(4)
Boston II, MA	2002	2001	60,470	89.8	%	628	N	98.7	%
Boston III, MA	2014	1960	108,205	90.5	%	1,102	N	25.1	%
Brockton, MA	2015	1900/70/80	65,910	80.3	%	728	N	0.0	%
Haverhill, MA	2015	1900	61,169	89.2	%	609	N	93.0	%
Lawrence, MA	2015	1966	34,672	90.7	%	411	N	100.0	%
Leominster, MA	1998	1987/88/00	54,023	94.5	%	507	Y	50.7	%
Medford, MA	2007	2001	58,745	92.0	%	658	Y	97.1	%
Stoneham, MA	2013	2009/11	61,000	91.6	%	589	N	99.8	%
Tewksbury, MA	2014	2007	62,402	93.8	%	750	N	100.0	%
Walpole, MA	2016	1998	74,890	71.4	%	695	Y	31.1	%
Baltimore, MD	2001	1999/00	93,750	93.0	%	799	Y	48.9	%
Beltsville, MD	2013	2006	63,687	90.1	%	648	Y	9.7	%
California, MD	2004	1998	77,840	91.0	%	721	Y	41.1	%
Capitol Heights, MD	2015	2013	79,675	94.9	%	945	Y	98.7	%
Clinton, MD	2013	2008/10	84,225	92.3	%	914	Y	51.6	%
District Heights, MD	2011	2007	78,190	94.0	%	957	Y	96.1	%
Elkridge, MD	2013	1999	63,475	90.4	%	601	Y	91.2	%
Gaithersburg I, MD	2005	1998	87,045	90.3	%	789	Y	45.1	%
Gaithersburg II, MD	2015	2008	74,100	92.8	%	811	Y	98.9	%
Hyattsville, MD	2013	2006	52,765	93.7	%	602	Y	9.3	%
Laurel, MD †	2001	1978/99/00	162,896	92.0	%	1,013	N	64.3	%
Temple Hills I, MD	2001	2000	97,275	94.2	%	823	Y	70.7	%
Temple Hills II, MD	2014	2010	84,225	93.4	%	1,061	Y	99.3	%
Timonium, MD	2014	1965/98	66,717	89.8	%	662	Y	95.2	%
Upper Marlboro, MD	2013	2006	62,290	96.1	%	664	Y	21.6	%
Bloomington, MN	2016	1978	100,978	83.5	%	1,018	N	73.9	%
Belmont, NC	2001	1996/97/98	81,850	93.2	%	592	N	21.7	%
Burlington I, NC	2001	1990/91/93/94/98	109,300	87.3	%	952	N	7.8	%
Burlington II, NC	2001	1991	42,165	88.3	%	395	Y	16.4	%
Cary, NC	2001	1993/94/97	112,402	88.8	%	831	N	11.4	%
Charlotte I, NC	2002	1999	69,000	87.9	%	746	Y	44.3	%
Charlotte II, NC	2016	2008	53,666	93.1	%	491	N	95.7	%
Cornelius, NC	2015	2000	59,270	82.7	%	526	N	43.0	%
Pineville, NC	2015	1997/01	77,847	95.8	%	643	N	13.2	%
Raleigh, NC	1998	1994/95	48,675	90.3	%	425	Y	11.7	%
Bordentown, NJ	2012	2006	50,550	96.1	%	382	N	27.1	%
Brick, NJ	1996	1981	51,720	94.2	%	433	N	0.0	%
Cherry Hill I, NJ	2010	2004	51,500	95.3	%	369	Y	0.0	%
Cherry Hill II, NJ	2012	2004	65,500	91.4	%	613	N	94.5	%
Clifton, NJ	2005	2001	105,550	91.3	%	1,004	Y	93.0	%
Cranford, NJ	1996	1987	91,280	93.1	%	847	Y	7.9	%
East Hanover, NJ	1996	1983	107,679	90.7	%	970	N	3.4	%
Egg Harbor I, NJ	2010	2005	36,025	94.7	%	290	N	14.7	%
Egg Harbor II, NJ	2010	2002	70,400	93.5	%	692	N	19.7	%
Elizabeth, NJ	2005	1925/97	38,830	91.7	%	674	N	0.0	%
Fairview, NJ	1997	1989	27,876	92.0	%	448	N	98.4	%
Freehold, NJ	2012	2002	81,420	96.1	%	747	Y	65.7	%
Hamilton, NJ	2006	1990	70,550	93.6	%	615	Y	0.0	%
Hoboken, NJ	2005	1945/97	34,180	93.6	%	741	N	99.5	%
Linden, NJ	1996	1983	100,425	91.9	%	1,118	N	5.3	%

30

	Year
	Acquired /		Rentable				Manager	% Climate
	Developed		Square	Occupancy			Apartment	Controlled
Store Location	(1)	Year Built	Feet	(2)		Cubes	(3)	(4)
Lumberton, NJ	2012	2004	96,025	90.4	%	772	Y	32.4	%
Morris Township, NJ (6)	1997	1972	72,226	93.1	%	560	Y	5.7	%
Parsippany, NJ	1997	1981	84,355	66.3	%	770	N	49.5	%
Rahway, NJ	2013	2006	83,121	94.3	%	983	Y	92.1	%
Randolph, NJ	2002	1998/99	52,565	91.2	%	549	Y	91.1	%
Ridgefield, NJ	2015	1921/44	67,803	94.9	%	684	Y	99.9	%
Roseland, NJ	2015	1951/04	53,569	93.2	%	658	N	98.5	%
Sewell, NJ	2001	1984/98	57,826	95.7	%	461	N	9.3	%
Somerset, NJ	2012	2000	57,385	92.7	%	508	N	83.1	%
Whippany, NJ	2013	2007	92,070	94.7	%	938	Y	85.9	%
Albuquerque I, NM	2005	1985	65,927	92.4	%	601	Y	13.8	%
Albuquerque II, NM	2005	1985	58,798	93.7	%	527	Y	15.1	%
Albuquerque III, NM	2005	1986	57,536	94.6	%	520	Y	11.1	%
Henderson, NV	2014	2005	75,150	95.9	%	529	Y	75.5	%
Las Vegas I, NV †	2006	1986	48,532	94.8	%	370	Y	13.4	%
Las Vegas II, NV	2006	1997	48,850	93.4	%	531	Y	66.2	%
Las Vegas III, NV	2016	2005	74,200	87.3	%	579	Y	92.9	%
Las Vegas IV, NV	2016	2004	71,217	87.4	%	566	Y	68.0	%
Las Vegas V, NV	2016	1996	107,226	95.1	%	909	Y	84.6	%
Las Vegas VI, NV	2016	2003	94,482	90.3	%	638	N	73.5	%
Baldwin, NY	2015	1974	61,380	92.4	%	613	N	99.3	%
Bronx I, NY	2010	1931/04	69,183	87.2	%	1,318	N	97.4	%
Bronx II, NY (5)	2011	2006	99,046	60.3	%	1,881	N	99.5	%
Bronx III, NY	2011	2007	105,940	89.6	%	2,033	N	99.1	%
Bronx IV, NY (5)	2011	2007	75,030	87.9	%	1,310	N	99.2	%
Bronx V, NY (5)	2011	2007	54,733	90.5	%	1,100	N	99.5	%
Bronx VI, NY (5)	2011	2011	45,970	89.1	%	1,130	N	94.3	%
Bronx VII, NY (5)	2012	2005	78,625	89.3	%	1,524	N	100.0	%
Bronx VIII, NY	2012	1928	30,550	86.8	%	544	N	100.0	%
Bronx IX, NY	2012	1973	148,040	87.6	%	3,008	Y	99.6	%
Bronx X, NY	2012	2001	159,855	86.4	%	2,665	Y	74.7	%
Bronx XI, NY (5) *	2014	2014	46,457	89.4	%	1,085	N	98.7	%
Bronx XII, NY (5) *	2016	2016	90,300	19.7	%	1,847	N	100.0	%
Brooklyn I, NY	2010	1917/04	57,510	91.0	%	1,055	N	99.8	%
Brooklyn II, NY	2010	1962/03	60,920	93.5	%	1,146	N	18.8	%
Brooklyn III, NY	2011	2006	41,625	93.2	%	850	N	99.9	%
Brooklyn IV, NY	2011	2006	37,467	89.8	%	793	N	99.9	%
Brooklyn V, NY	2011	2007	47,020	92.0	%	884	N	100.0	%
Brooklyn VI, NY	2011	2007	75,640	88.0	%	1,416	N	97.6	%
Brooklyn VII, NY	2011	2006	72,725	89.1	%	1,398	N	99.9	%
Brooklyn VIII, NY	2014	2010	61,555	90.3	%	1,203	N	92.0	%
Brooklyn IX, NY	2014	2013	46,980	91.8	%	1,254	N	99.9	%
Brooklyn X, NY *	2015	2015	56,000	40.5	%	1,210	N	100.0	%
Brooklyn XI, NY *	2016	2016	109,846	28.7	%	2,293	N	100.0	%
Holbrook, NY	2015	2007	60,397	93.6	%	620	N	82.0	%
Jamaica I, NY	2001	2000	88,385	93.4	%	918	Y	21.3	%
Jamaica II, NY	2011	2010	92,805	93.2	%	1,500	N	99.9	%
Long Island City, NY *	2014	2014	88,825	58.5	%	1,950	N	100.0	%
New Rochelle I, NY	2005	1998	43,587	91.0	%	545	N	47.2	%
New Rochelle II, NY	2012	1917	63,220	90.3	%	1,026	Y	93.9	%

31

	Year
	Acquired /		Rentable				Manager	% Climate
	Developed		Square	Occupancy			Apartment	Controlled
Store Location	(1)	Year Built	Feet	(2)		Cubes	(3)	(4)
North Babylon, NY	1998	1988/99	78,341	96.3	%	650	N	11.7	%
Patchogue, NY	2014	1982	47,649	94.1	%	467	N	0.0	%
Queens I, NY *	2015	2015	74,238	43.6	%	1,438	N	99.4	%
Queens II, NY *	2016	2016	91,100	50.5	%	1,449	N	97.9	%
Riverhead, NY	2005	1985/86/99	38,340	90.7	%	327	N	0.0	%
Southold, NY	2005	1989	59,645	89.2	%	614	N	4.7	%
Staten Island, NY	2013	1900/11	96,573	97.1	%	914	N	100.0	%
Tuckahoe, NY	2011	2007	50,878	88.8	%	757	N	99.9	%
West Hempstead, NY	2012	2002	83,995	95.8	%	899	Y	35.3	%
White Plains, NY	2011	1938	85,864	91.2	%	1,507	N	77.9	%
Woodhaven, NY	2011	2008	50,665	92.8	%	1,029	N	99.9	%
Wyckoff, NY	2010	1910/07	60,290	89.4	%	1,037	N	96.2	%
Yorktown, NY	2011	2006	78,815	93.4	%	777	Y	79.1	%
Cleveland I, OH	2005	1997/99	46,000	90.2	%	342	Y	7.3	%
Cleveland II, OH	2005	2000	58,325	88.7	%	574	Y	0.0	%
Columbus I, OH	2006	1999	71,905	84.3	%	603	Y	26.1	%
Columbus II, OH	2014	1999	36,409	79.6	%	354	N	48.9	%
Columbus III, OH	2014	1998/05	51,200	88.4	%	405	N	0.0	%
Columbus IV, OH	2014	2006	60,950	92.2	%	479	N	20.8	%
Columbus V, OH	2014	2006	74,925	90.1	%	583	N	16.6	%
Columbus VI, OH	2014	2002	63,725	88.6	%	547	N	0.0	%
Grove City, OH	2006	1997	89,290	89.9	%	789	Y	14.9	%
Hilliard, OH	2006	1995	89,290	94.1	%	781	Y	24.8	%
Lakewood, OH	1989	1989	39,332	94.3	%	462	Y	37.3	%
Lewis Center, OH	2014	1985/05	77,774	92.5	%	567	N	32.0	%
Middleburg Heights, OH	1980	1980	93,200	91.7	%	708	Y	4.9	%
North Olmsted I, OH	1979	1979	48,665	87.1	%	444	Y	10.5	%
North Olmsted II, OH	1988	1988	47,850	91.1	%	401	Y	23.8	%
North Randall, OH	1998	1998/02	80,297	92.4	%	809	N	91.5	%
Reynoldsburg, OH	2006	1979	67,245	93.8	%	667	Y	0.0	%
Strongsville, OH	2007	1978	43,683	91.9	%	404	N	100.0	%
Warrensville Heights, OH	1980	1980/82/98	90,281	86.6	%	716	Y	0.0	%
Westlake, OH	2005	2001	62,750	91.9	%	454	Y	8.6	%
Conshohocken, PA	2012	2003	81,255	86.8	%	730	Y	39.1	%
Exton, PA	2012	2006	57,750	86.7	%	542	N	96.1	%
Langhorne, PA	2012	2001	65,150	87.5	%	668	Y	58.8	%
Levittown, PA	2001	2000	76,130	91.0	%	652	Y	34.9	%
Malvern, PA *	2014	2014	18,848	93.1	%	229	N	98.7	%
Montgomeryville, PA	2012	2003	84,145	88.7	%	782	Y	50.8	%
Norristown, PA	2011	2005	61,556	95.0	%	608	N	99.8	%
Philadelphia I, PA	2001	1999	96,176	89.1	%	951	N	44.9	%
Philadelphia II, PA	2014	2005	68,279	88.2	%	861	N	58.3	%
Exeter, RI	2014	1968/90	41,275	90.2	%	412	Y	22.0	%
Johnston, RI	2014	2000	77,275	94.6	%	578	N	0.0	%
Wakefield, RI	2014	1956	45,745	88.6	%	387	N	39.1	%
Woonsocket, RI	2014	2004	72,700	93.1	%	594	N	11.4	%
Antioch, TN	2005	1985/98	75,985	88.0	%	635	Y	9.4	%
Nashville I, TN	2005	1984	107,790	88.7	%	736	Y	0.0	%
Nashville II, TN	2005	1986/00	83,416	92.2	%	631	Y	12.5	%
Nashville III, TN	2006	1985	101,525	82.5	%	600	Y	8.3	%

32

	Year
	Acquired /		Rentable				Manager	% Climate
	Developed		Square	Occupancy			Apartment	Controlled
Store Location	(1)	Year Built	Feet	(2)		Cubes	(3)	(4)
Nashville IV, TN	2006	1986/00	102,450	88.8	%	731	Y	10.1	%
Nashville V, TN	2015	1993	74,560	91.7	%	534	N	22.8	%
Nashville VI, TN	2015	1956/01	72,486	66.2	%	549	Y	37.6	%
Allen, TX	2012	2003	62,710	91.9	%	496	Y	57.6	%
Austin I, TX	2005	2001	59,645	91.2	%	538	Y	63.1	%
Austin II, TX	2006	2000/03	64,625	84.3	%	597	Y	45.4	%
Austin III, TX	2006	2004	70,560	87.3	%	572	Y	92.9	%
Austin IV, TX	2014	2004	65,358	90.4	%	626	N	18.8	%
Austin V, TX	2014	1999	67,850	90.6	%	614	Y	34.9	%
Austin VI, TX	2014	2004	62,770	93.2	%	753	Y	55.1	%
Austin VII, TX	2015	2003/08	71,023	89.6	%	637	Y	38.8	%
Austin VIII, TX	2016	2015	61,075	42.8	%	586	Y	98.8	%
Bryan, TX	2005	1994	60,400	65.8	%	495	Y	0.0	%
Carrollton, TX	2012	2002	77,420	87.7	%	544	Y	40.5	%
Cedar Park, TX	2016	2014	89,050	48.6	%	521	N	27.9	%
College Station, TX	2005	1993	26,550	85.5	%	346	N	0.0	%
Cypress, TX	2012	1998	58,181	90.2	%	445	Y	45.9	%
Dallas I, TX	2005	2000	58,582	90.9	%	532	Y	37.8	%
Dallas II, TX	2013	1996	79,023	88.3	%	601	Y	27.7	%
Dallas III, TX	2014	1964/76	83,229	93.1	%	889	Y	91.2	%
Dallas IV, TX *	2015	2015	114,550	56.9	%	1,225	N	93.4	%
Dallas V, TX (5)	2015	2013	54,473	93.5	%	598	N	99.6	%
Denton, TX	2006	1996	60,846	92.2	%	457	Y	3.3	%
Fort Worth I, TX	2005	2000	50,446	96.0	%	405	Y	38.6	%
Fort Worth II, TX	2006	2003	72,900	94.9	%	651	Y	68.3	%
Fort Worth III, TX	2015	2000	80,445	90.2	%	675	N	76.7	%
Fort Worth IV, TX *	2016	2016	77,654	23.8	%	927	N	94.7	%
Frisco I, TX	2005	1996	50,854	90.0	%	428	Y	25.6	%
Frisco II, TX	2005	1998/02	71,399	89.7	%	523	Y	28.4	%
Frisco III, TX	2006	2004	74,765	92.5	%	625	Y	92.5	%
Frisco IV, TX †	2010	2007	76,000	89.4	%	514	Y	21.3	%
Frisco V, TX	2014	2002	74,415	92.0	%	554	Y	59.7	%
Frisco VI, TX	2014	2004	69,176	87.5	%	540	Y	54.4	%
Garland I, TX	2006	1991	70,100	89.9	%	681	Y	4.3	%
Garland II, TX	2006	2004	68,425	91.5	%	469	Y	53.9	%
Grapevine, TX *	2016	2016	77,294	26.7	%	829	N	100.0	%
Houston III, TX	2005	1984	61,590	93.1	%	467	Y	9.0	%
Houston IV, TX	2005	1987	43,750	87.1	%	380	Y	10.2	%
Houston V, TX †	2006	1980/97	125,280	88.7	%	1,017	Y	60.9	%
Houston VI, TX	2011	2002	54,690	93.3	%	595	Y	98.7	%
Houston VII, TX	2012	2004	46,991	87.8	%	524	N	100.0	%
Houston VIII, TX	2012	1989	54,219	90.7	%	497	N	78.0	%
Houston IX, TX	2012	1992	51,208	81.9	%	434	Y	47.9	%
Humble, TX	2015	2009/13	70,702	82.9	%	557	Y	42.2	%
Katy, TX	2013	2009	71,308	90.1	%	573	Y	88.5	%
Keller, TX	2006	2000	61,885	91.2	%	489	Y	23.0	%
Lewisville I, TX	2006	1996	67,340	91.9	%	429	Y	21.6	%
Lewisville II, TX	2013	2003	127,659	89.4	%	1,186	Y	30.6	%
Lewisville III, TX	2016	2002/04	101,872	93.0	%	639	Y	39.5	%
Little Elm I, TX	2016	2003	60,065	91.4	%	502	Y	47.6	%

33

	Year
	Acquired /		Rentable				Manager	% Climate
	Developed		Square	Occupancy			Apartment	Controlled
Store Location	(1)	Year Built	Feet	(2)		Cubes	(3)	(4)
Little Elm II, TX	2016	2007/14	96,896	86.3	%	636	Y	37.8	%
Mansfield I, TX	2006	2003	63,025	92.3	%	483	Y	43.1	%
Mansfield II, TX	2012	2002	58,025	87.8	%	483	Y	68.0	%
Mansfield III, TX	2016	2002/14	70,995	80.8	%	514	Y	38.2	%
McKinney I, TX	2005	1996	47,020	89.6	%	356	Y	12.0	%
McKinney II, TX	2006	1996	70,050	92.8	%	538	Y	47.4	%
McKinney III, TX	2014	2014	53,148	86.8	%	393	Y	37.7	%
North Richland Hills, TX	2005	2002	57,200	84.9	%	433	Y	60.5	%
Pearland, TX	2012	1985	72,050	87.1	%	471	Y	45.5	%
Richmond, TX	2013	1998	102,278	93.5	%	539	Y	29.9	%
Roanoke, TX	2005	1996/01	59,860	94.6	%	449	Y	30.6	%
San Antonio I, TX	2005	2005	73,509	90.9	%	572	Y	89.4	%
San Antonio II, TX	2006	2005	73,230	88.6	%	668	N	91.5	%
San Antonio III, TX	2007	2006	71,775	88.4	%	573	N	92.9	%
San Antonio IV, TX	2016	1998	61,500	94.4	%	514	Y	39.0	%
Spring, TX	2006	1980/86	72,751	88.5	%	534	Y	26.7	%
Murray I, UT	2005	1976	60,280	94.2	%	632	Y	0.0	%
Murray II, UT †	2005	1978	71,621	96.8	%	378	Y	5.3	%
Salt Lake City I, UT	2005	1976	56,446	95.8	%	753	Y	0.0	%
Salt Lake City II, UT	2005	1978	51,676	93.3	%	498	Y	0.0	%
Alexandria, VA	2012	2000	114,100	92.1	%	1,151	Y	97.2	%
Arlington, VA *	2015	2015	96,144	66.3	%	1,149	N	96.9	%
Burke Lake, VA	2011	2003	91,667	91.4	%	908	Y	81.6	%
Fairfax, VA	2012	1999	73,265	90.7	%	676	N	88.3	%
Fredericksburg I, VA	2005	2001/04	69,475	89.9	%	610	N	22.1	%
Fredericksburg II, VA	2005	1998/01	61,057	88.9	%	563	N	87.1	%
Leesburg, VA	2011	2001/04	85,503	85.7	%	890	Y	83.9	%
Manassas, VA	2010	1998	72,745	88.9	%	638	Y	64.7	%
McLearen, VA	2010	2002	68,960	88.7	%	729	Y	90.8	%
Vienna, VA	2012	2000	55,064	95.9	%	559	Y	97.1	%
Total/Weighted Average (475 stores)			32,858,399	89.7	%	324,499

*Denotes stores developed by us or acquired at development completion.

†Denotes stores that contain commercial rentable square footage.  All of this commercial space, which was developed in conjunction with the self-storage cubes, is located within or adjacent to our self-storage properties and is managed by our store managers.  As of December 31, 2016, properties in our owned portfolio included an aggregate of approximately 237,000 rentable square feet of commercial space.

(1) Represents the year acquired for those stores we acquired from a third party or the year of completion for those stores we developed.

(2) Represents occupied square feet as of December 31, 2016 divided by total rentable square feet.

(3) Indicates whether a store has an on-site apartment where a manager resides.

(4) Represents the percentage of rentable square feet in climate-controlled cubes.

(5) We do not own the land at these properties.  We lease the land pursuant to ground leases that expire between 2052 and 2064, subject to renewal options.

(6) We have ground leases for certain small parcels of land adjacent to these properties that expire between 2018 and 2019.

34

We have grown by adding stores to our portfolio through acquisitions and development. The tables set forth below show the average occupancy, annual rent per occupied square foot, average occupied square feet, and total revenues for our stores owned as of December 31, 2016, and for each of the previous three years, grouped by the year during which we first owned or operated the store.

Stores by Year Acquired - Average Occupancy

		Rentable Square	Average Occupancy
Year Acquired (1)	# of Stores	Feet	2016		2015		2014
2013 and earlier	358	24,235,264	92.7	%	92.2	%	90.7	%
2014	55	3,967,203	92.0	%	88.8	%	85.6	%
2015	32	2,268,396	82.8	%	77.2	%	—
2016	30	2,387,536	67.8	%	—		—
All Stores Owned as of December 31, 2016	475	32,858,399	90.7	%	91.3	%	90.4	%

Stores by Year Acquired - Annual Rent Per Occupied Square Foot (2)

		Rent per Square Foot
Year Acquired (1)	# of Stores	2016		2015		2014
2013 and earlier	358	$	16.32	$	15.42	$	14.62
2014	55		16.08		14.93		14.61
2015	32		14.94		14.84		—
2016	30		15.24		—		—
All Stores Owned as of December 31, 2016	475	$	16.14	$	15.34	$	14.62

Stores by Year Acquired - Average Occupied Square Feet (3)

		Average Occupied Square Feet
Year Acquired (1)	# of Stores	2016	2015	2014
2013 and earlier	358	22,449,843	22,314,883	21,902,608
2014	55	3,649,767	3,506,012	3,269,341
2015	32	1,873,761	1,694,756	—
2016	30	1,692,377	—	—
All Stores Owned as of December 31, 2016	475	29,665,748	27,515,651	25,171,949

Stores by Year Acquired - Total Revenues (dollars in thousands)

		Total Revenues
Year Acquired (1)	# of Stores	2016		2015		2014
2013 and earlier	358	$	388,756	$	365,039	$	339,894
2014	55		62,404		55,542		21,611
2015	32		29,660		9,636		—
2016	30		16,005		—		—
All Stores Owned as of December 31, 2016	475	$	496,825	$	430,217	$	361,505

(1) Represents the year acquired for those stores we acquired from a third party or the year placed in service for those stores we developed.

(2) Determined by dividing the aggregate rental revenue for each twelve-month period by the average of the month-end occupied square feet for the period.   Rental revenue includes the impact of promotional discounts, which reduce rental income over the promotional period, of $17.4 million, $16.2 million, and $15.7 million for the periods ended December 31, 2016, 2015 and 2014, respectively.

(3) Represents the average of the aggregate month-end occupied square feet for the twelve-month period for each group of stores.

35

Unconsolidated Real Estate Ventures

As of December 31, 2016, we held ownership interests ranging from 10% to 50% in three unconsolidated real estate ventures for an aggregate investment balance of $98.7 million. We formed interests in these real estate ventures with unaffiliated third parties to acquire, own, and operate self-storage properties in select markets. As of December 31, 2016, these three unconsolidated real estate ventures owned 116 self-storage properties that contain an aggregate of approximately 6.8 million net rentable square feet. The self-storage properties owned by the real estate ventures are managed by us and are located in Texas (34), South Carolina (22), Michigan (17), Massachussetts (13), Tennessee (10), Georgia (5), North Carolina (5), Connecticut (3), Florida (3), Rhode Island (2), and Vermont (2). Each of the ventures has debt and other obligations that we do not consolidate in our financial statements.

We account for our investments in these real estate ventures using the equity method.  See note 5 to the consolidated financial statements for further disclosure regarding the assets, liabilities, and operating results of our unconsolidated real estate ventures.

Capital Expenditures

We have a capital improvement program that includes office upgrades, adding climate control to selected cubes, construction of parking areas, and other store upgrades.  For 2017, we anticipate spending approximately $5.0 million to $10.0 million associated with these capital expenditures. For 2017, we also anticipate spending approximately $15.0 million to $20.0 million on recurring capital expenditures and approximately $50.0 million to $65.0 million on the development of new self-storage properties. 

ITEM 3.  LEGAL PROCEEDINGS

We are involved in claims from time to time, which arise in the ordinary course of business.  In the opinion of management, we have made adequate provisions for potential liabilities, if any, arising from any such matters.  However, litigation is inherently unpredictable, and the costs and other effects of pending or future litigation, governmental investigations, legal and administrative cases and proceedings (whether civil or criminal), settlements, judgments and investigations, claims, and changes in any such matters, could have a material adverse effect on our business, financial condition, and operating results.

On July 13, 2015, a putative class action was filed against the Company in the Federal District Court of New Jersey seeking to obtain declaratory, injunctive and monetary relief for a class of New Jersey consumers based upon alleged violations by the Company of the New Jersey Truth in Customer Contract, Warranty and Notice Act and the New Jersey Consumer Fraud Act.  The Company brought a motion to partially dismiss the complaint for failure to state a claim, which motion was granted in part and denied in part. The plaintiff has moved to file an amended complaint to re-allege the action dismissed by the Court, which motion is presently pending decision. We intend to vigorously defend the action, and the possibility of any adverse outcome cannot be determined at this time. 

ITEM 4.  MINING SAFETY DISCLOSURES

Not applicable.

36

PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Repurchase of Parent Company Common and Preferred Shares

The following table provides information about repurchases of the Parent Company’s common and preferred shares during the three months ended December 31, 2016:

	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
October 1 - October 31	—		$	—	N/A	3,000,000
November 1 - November 30	113	(2)	$	25.14	N/A	3,000,000
	3,100,000	(3)	$	25.00	3,100,000	—
December 1 - December 31	164	(2)	$	25.45	N/A	3,000,000
Total	3,100,277		$	25.00	N/A	3,000,000

___________________________

(1) On September 27, 2007, the Parent Company announced that the Board of Trustees approved a share repurchase program for up to 3.0 million of the Parent Company’s outstanding common shares. Unless terminated earlier by resolution of the Board of Trustees, the program will expire when the number of authorized shares has been repurchased. The Parent Company has made no repurchases under this program to date.

(2) Represents common shares withheld by the Parent Company upon the vesting of restricted shares to cover employee tax obligations.

(3) Represents 7.75% Series A Cumulative Redeemable Preferred Shares redeemed by the Parent Company on November 2, 2016. On September 2, 2016, the Parent Company announced its intention to call for redemption all of its 3,100,000 issued and outstanding 7.75% Series A Cumulative Redeemable Preferred Shares, which redemption was completed on November 2, 2016.

Market Information for and Holders of Record of Common Shares

As of December 31, 2016, there were approximately 87 registered record holders of the Parent Company’s common shares and 10 holders (other than the Parent Company) of the Operating Partnership’s common units.  These figures do not include common shares held by brokers and other institutions on behalf of shareholders.  There is no established trading market for units of the Operating Partnership.  The following table shows the high and low closing prices per common share, as reported by the New York Stock Exchange, and the cash dividends declared with respect to such shares:

					Cash Dividends
					Declared per
	High		Low		Share
2015
First quarter	$	25.43	$	22.31	$	0.16
Second quarter	$	24.62	$	22.74	$	0.16
Third quarter	$	27.21	$	23.81	$	0.16
Fourth quarter	$	31.42	$	26.99	$	0.21
2016
First quarter	$	33.30	$	27.70	$	0.21
Second quarter	$	33.28	$	29.18	$	0.21
Third quarter	$	32.07	$	26.43	$	0.21
Fourth quarter	$	26.96	$	23.88	$	0.27

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For each quarter in 2015 and 2016, the Operating Partnership paid a cash distribution per unit in an amount equal to the dividend paid on a common share for each such quarter.

Since our initial quarter as a publicly-traded REIT, we have made regular quarterly distributions to our shareholders.  Distributions to shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital.  Annually, we provide each of the Parent Company’s common shareholders a statement detailing the tax characterization of dividends paid during the preceding year as ordinary income, capital gain, or return of capital.  The characterization of the Parent Company’s dividends for 2016 consisted of a 98.663% ordinary income distribution and a 1.337% capital gain distribution from earnings and profits.

Distributions to 7.75% Series A Cumulative Redeemable Preferred Shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital.  Annually, we provide each of the Parent Company’s preferred shareholders a statement detailing preferred distributions paid during the preceding year and their characterization as ordinary income, capital gain, or return of capital.  The characterization of our preferred distributions for 2016 consisted of a 7.683% ordinary income distribution, a 0.104% capital gain distribution from earnings and profits, and a 92.213% cash liquidating distribution.

We intend to continue to declare quarterly distributions.  However, we cannot provide any assurance as to the amount or timing of future distributions.  Under our Credit Facility, we are restricted from paying distributions on the Parent Company’s common shares in excess of the greater of (i) 95% of our funds from operations, and (ii) such amount as may be necessary to maintain our REIT status.

To the extent that we make distributions in excess of our earnings and profits, as computed for federal income tax purposes, these distributions will represent a return of capital, rather than a dividend, for federal income tax purposes. Distributions that are treated as a return of capital for federal income tax purposes generally will not be taxable as a dividend to a U.S. shareholder, but will reduce the shareholder’s basis in its shares (but not below zero) and therefore can result in the shareholder having a higher gain upon a subsequent sale of such shares.  Return of capital distributions in excess of a shareholder’s basis generally will be treated as gain from the sale of such shares for federal income tax purposes.

Recent Sales of Unregistered Equity Securities and Use of Proceeds

Recent Sales of Unregistered Equity Securities

None.

38

Share Performance Graph

The SEC requires us to present a chart comparing the cumulative total shareholder return, assuming reinvestment of dividends, on our common shares with the cumulative total shareholder return of (i) a broad equity index and (ii) a published industry or peer group index. The following chart compares the yearly cumulative total shareholder return for our common shares with the cumulative shareholder return of companies on (i) the S&P 500 Index, (ii) the Russell 2000 and (iii) the NAREIT All Equity REIT Index as provided by NAREIT for the period beginning December 31, 2011 and ending December 31, 2016.

	Period Ending
Index	12/31/2011	12/31/2012	12/31/2013	12/31/2014	12/31/2015	12/31/2016
CubeSmart	100.00	141.81	159.55	227.42	323.91	292.04
S&P 500	100.00	116.00	153.57	174.60	177.01	198.18
Russell 2000	100.00	116.35	161.52	169.43	161.95	196.45
NAREIT All Equity REIT Index	100.00	119.70	123.12	157.63	162.08	176.07

On September 27, 2007, the Parent Company announced that the Board approved a share repurchase program for up to 3.0 million of the Parent Company’s outstanding common shares.  Unless terminated earlier by resolution of the Board of Trustees, the program will expire when the number of authorized shares has been repurchased. The Parent Company has made no repurchases under this program to date and there were no other repurchases of the Parent Company’s common shares during the year ended December 31, 2016.

ITEM 6.  SELECTED FINANCIAL DATA

CUBESMART

The following table sets forth selected financial and operating data on a historical consolidated basis for the Parent Company.  The selected historical financial data as of and for each of the years in the five-year period ended December 31, 2016 are derived from the Parent Company’s consolidated financial statements, which financial statements have been audited by KPMG LLP, an independent registered public accounting firm.  The consolidated financial statements as of December 31, 2016 and 2015, and for each of the years in

39

the three-year period ended December 31, 2016, and the report thereon, are included herein.  The selected data should be read in conjunction with the consolidated financial statements for the year ended December 31, 2016, the related notes, and the independent registered public accounting firm’s report, which refers to the Company’s change in its method for reporting discontinued operations as of January 1, 2014. The other data presented below is not derived from the financial statements.

The following data should be read in conjunction with the audited financial statements and notes thereto of the Parent Company and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Report.

	For the year ended December 31,
	2016		2015		2014		2013		2012
	(in thousands, except per share data)
REVENUES
Rental income	$	449,601	$	392,476	$	330,898	$	281,250	$	236,160
Other property related income		50,255		45,189		40,065		32,365		25,821
Property management fee income		10,183		6,856		6,000		4,780		4,341
Total revenues		510,039		444,521		376,963		318,395		266,322
OPERATING EXPENSES
Property operating expenses		165,847		153,172		132,701		118,222		103,488
Depreciation and amortization		161,865		151,789		126,813		112,313		109,830
General and administrative		32,823		28,371		28,422		29,563		26,131
Acquisition related costs		6,552		3,301		7,484		3,849		3,086
Total operating expenses		367,087		336,633		295,420		263,947		242,535
OPERATING INCOME		142,952		107,888		81,543		54,448		23,787
OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans		(50,399)		(43,736)		(46,802)		(40,424)		(40,318)
Loan procurement amortization expense		(2,577)		(2,324)		(2,190)		(2,058)		(3,279)
Loan procurement amortization expense - early repayment of debt		—		—		—		(414)		—
Equity in losses of real estate ventures		(2,662)		(411)		(6,255)		(1,151)		(745)
Gain from remeasurement of investment in real estate venture		—		—		—		—		7,023
Gains from sale of real estate, net		—		17,567		475		—		—
Other		1,062		(228)		(405)		8		256
Total other expense		(54,576)		(29,132)		(55,177)		(44,039)		(37,063)
INCOME (LOSS) FROM CONTINUING OPERATIONS		88,376		78,756		26,366		10,409		(13,276)
DISCONTINUED OPERATIONS
Income from discontinued operations		—		—		336		4,145		7,093
Gain from disposition of discontinued operations		—		—		—		27,440		9,811
Total discontinued operations		—		—		336		31,585		16,904
NET INCOME		88,376		78,756		26,702		41,994		3,628
NET (INCOME) LOSS ATTRIBUTABLE TO
NONCONTROLLING INTERESTS
Noncontrolling interests in the Operating Partnership		(941)		(960)		(307)		(588)		107
Noncontrolling interest in subsidiaries		470		(84)		(16)		42		(1,918)
NET INCOME ATTRIBUTABLE TO THE COMPANY		87,905		77,712		26,379		41,448		1,817
Distribution to preferred shareholders		(5,045)		(6,008)		(6,008)		(6,008)		(6,008)
Preferred share redemption charge		(2,937)		—		—		—		—
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS	$	79,923	$	71,704	$	20,371	$	35,440	$	(4,191)
Basic earnings (loss) per share from continuing operations attributable to common shareholders	$	0.45	$	0.43	$	0.13	$	0.03	$	(0.17)
Basic earnings per share from discontinued operations attributable to common shareholders	$	—	$	—	$	0.01	$	0.23	$	0.14
Basic earnings (loss) per share attributable to common shareholders	$	0.45	$	0.43	$	0.14	$	0.26	$	(0.03)
Diluted earnings (loss) per share from continuing operations attributable to common shareholders	$	0.45	$	0.42	$	0.13	$	0.03	$	(0.17)
Diluted earnings per share from discontinued operations attributable to common shareholders	$	—	$	—	$	0.01	$	0.23	$	0.14
Diluted earnings (loss) per share attributable to common shareholders	$	0.45	$	0.42	$	0.14	$	0.26	$	(0.03)
Weighted-average basic shares outstanding (1)		178,246		168,640		149,107		135,191		124,548
Weighted-average diluted shares outstanding (1)		179,533		170,191		150,863		137,742		124,548
AMOUNTS ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS:
Income (loss) from continuing operations	$	79,923	$	71,704	$	20,040	$	4,392	$	(20,689)
Total discontinued operations		—		—		331		31,048		16,498
Net income (loss)	$	79,923	$	71,704	$	20,371	$	35,440	$	(4,191)

40

	At December 31,
	2016			2015			2014			2013			2012
Balance Sheet Data (in thousands):
Storage properties, net	$	3,326,816		$	2,872,983		$	2,625,129		$	2,155,170		$	2,089,707
Total assets		3,475,028			3,104,164			2,776,906			2,347,819			2,143,323
Unsecured senior notes, net		1,039,076			741,904			493,957			493,283			247,614
Revolving credit facility		43,300			—			78,000			38,600			45,000
Unsecured term loans, net		398,749			398,183			397,617			397,261			497,160
Mortgage loans and notes payable, net		114,618			111,455			194,844			198,869			226,989
Total liabilities		1,759,384			1,393,183			1,277,465			1,218,337			1,105,424
Noncontrolling interests in the Operating Partnership		54,407			66,128			49,823			36,275			47,990
Total CubeSmart shareholders' equity		1,655,382			1,643,327			1,448,026			1,092,276			989,791
Noncontrolling interests in subsidiaries		5,855			1,526			1,592			931			118
Total liabilities and equity		3,475,028			3,104,164			2,776,906			2,347,819			2,143,323
Other Data:
Number of stores		475			445			421			366			381
Total rentable square feet (in thousands)		32,858			30,361			28,622			24,662			25,485
Occupancy percentage		89.7	%		90.2	%		89.1	%		88.3	%		84.4	%
Cash dividends declared per common share (2)	$	0.90		$	0.69		$	0.55		$	0.46		$	0.35

(1) OP units have been excluded from the earnings per share calculations as the related income or loss is presented in noncontrolling interests in the Operating Partnership.

(2) We announced full quarterly dividends of $0.08 and $0.484 per common and preferred shares, respectively, on February 21, 2012, May 30, 2012, and August 1, 2012; dividends of $0.11 and $0.484 per common and preferred shares, respectively, on December 10, 2012, February 21, 2013, May 29, 2013, and August 7, 2013; dividends of $0.13 and $0.484 per common and preferred shares, respectively, on December 19, 2013, February 25, 2014, May 28, 2014, and August 5, 2014; dividends of $0.16 and $0.484 per common and preferred shares, respectively, on December 16, 2014, February 24, 2015, May 27, 2015, and August 4, 2015; dividends of $0.21 and $0.484 per common and preferred shares, respectively, on December 10, 2015, February 16, 2016, June 1, 2016, and August 2, 2016; dividends of $0.174 per preferred share on September 2, 2016; and dividends of $0.27 per common share on December 15, 2016.

CUBESMART, L.P.

The following table sets forth selected financial and operating data on a historical consolidated basis for the Operating Partnership.  The selected historical financial data as of and for each of the years in the the five-year period ended December 31, 2016 are derived from the Operating Partnership’s consolidated financial statements, which financial statements have been audited by KPMG LLP, an independent registered public accounting firm.  The consolidated financial statements as of December 31, 2016 and 2015, and for each of the years in the three-year period ended December 31, 2016, and the report thereon, are included herein.  The selected data should be read in conjunction with the consolidated financial statements for the year ended December 31, 2016, the related notes, and the independent registered public accounting firm’s report, which refers to the Operating Partnership’s change in its method for reporting discontinued operations as of January 1, 2014. The other data presented below is not derived from the financial statements.

41

The following data should be read in conjunction with the audited financial statements and notes thereto of the Operating Partnership and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Report.

	For the year ended December 31,
	2016		2015		2014		2013		2012
	(in thousands, except per unit data)
REVENUES
Rental income	$	449,601	$	392,476	$	330,898	$	281,250	$	236,160
Other property related income		50,255		45,189		40,065		32,365		25,821
Property management fee income		10,183		6,856		6,000		4,780		4,341
Total revenues		510,039		444,521		376,963		318,395		266,322
OPERATING EXPENSES
Property operating expenses		165,847		153,172		132,701		118,222		103,488
Depreciation and amortization		161,865		151,789		126,813		112,313		109,830
General and administrative		32,823		28,371		28,422		29,563		26,131
Acquisition related costs		6,552		3,301		7,484		3,849		3,086
Total operating expenses		367,087		336,633		295,420		263,947		242,535
OPERATING INCOME		142,952		107,888		81,543		54,448		23,787
OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans		(50,399)		(43,736)		(46,802)		(40,424)		(40,318)
Loan procurement amortization expense		(2,577)		(2,324)		(2,190)		(2,058)		(3,279)
Loan procurement amortization expense - early repayment of debt		—		—		—		(414)		—
Equity in losses of real estate ventures		(2,662)		(411)		(6,255)		(1,151)		(745)
Gain from remeasurement of investment in real estate venture		—		—		—		—		7,023
Gains from sale of real estate, net		—		17,567		475		—		—
Other		1,062		(228)		(405)		8		256
Total other expense		(54,576)		(29,132)		(55,177)		(44,039)		(37,063)
INCOME (LOSS) FROM CONTINUING OPERATIONS		88,376		78,756		26,366		10,409		(13,276)
DISCONTINUED OPERATIONS
Income from discontinued operations		—		—		336		4,145		7,093
Gain from disposition of discontinued operations		—		—		—		27,440		9,811
Total discontinued operations		—		—		336		31,585		16,904
NET INCOME		88,376		78,756		26,702		41,994		3,628
NET LOSS (INCOME) ATTRIBUTABLE TO
NONCONTROLLING INTERESTS
Noncontrolling interest in subsidiaries		470		(84)		(16)		42		(1,918)
NET INCOME ATTRIBUTABLE TO CUBESMART L.P.		88,846		78,672		26,686		42,036		1,710
Operating Partnership interests of third parties		(941)		(960)		(307)		(588)		107
NET INCOME ATTRIBUTABLE TO OPERATING PARTNER		87,905		77,712		26,379		41,448		1,817
Distribution to preferred unitholders		(5,045)		(6,008)		(6,008)		(6,008)		(6,008)
Preferred unit redemption charge		(2,937)		—		—		—		—
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON UNITHOLDERS	$	79,923	$	71,704	$	20,371	$	35,440	$	(4,191)
Basic earnings (loss) per unit from continuing operations attributable to common unitholders	$	0.45	$	0.43	$	0.13	$	0.03	$	(0.17)
Basic earnings per unit from discontinued operations attributable to common unitholders	$	—	$	—	$	0.01	$	0.23	$	0.14
Basic earnings (loss) per unit attributable to common unitholders	$	0.45	$	0.43	$	0.14	$	0.26	$	(0.03)
Diluted earnings (loss) per unit from continuing operations attributable to common unitholders	$	0.45	$	0.42	$	0.13	$	0.03	$	(0.17)
Diluted earnings per unit from discontinued operations attributable to common unitholders	$	—	$	—	$	0.01	$	0.23	$	0.14
Diluted earnings (loss) per unit attributable to common unitholders	$	0.45	$	0.42	$	0.14	$	0.26	$	(0.03)
Weighted-average basic units outstanding (1)		178,246		168,640		149,107		135,191		124,548
Weighted-average diluted units outstanding (1)		179,533		170,191		150,863		137,742		124,548
AMOUNTS ATTRIBUTABLE TO COMMON UNITHOLDERS:
Income (loss) from continuing operations	$	79,923	$	71,704	$	20,040	$	4,392	$	(20,689)
Total discontinued operations		—		—		331		31,048		16,498
Net income (loss)	$	79,923	$	71,704	$	20,371	$	35,440	$	(4,191)

42

	At December 31,
	2016			2015			2014			2013			2012
Balance Sheet Data (in thousands):
Storage properties, net	$	3,326,816		$	2,872,983		$	2,625,129		$	2,155,170		$	2,089,707
Total assets		3,475,028			3,104,164			2,776,906			2,347,819			2,143,323
Unsecured senior notes, net		1,039,076			741,904			493,957			493,283			247,614
Revolving credit facility		43,300			—			78,000			38,600			45,000
Unsecured term loans, net		398,749			398,183			397,617			397,261			497,160
Mortgage loans and notes payable, net		114,618			111,455			194,844			198,869			226,989
Total liabilities		1,759,384			1,393,183			1,277,465			1,218,337			1,105,424
Operating Partnership interests of third parties		54,407			66,128			49,823			36,275			47,990
Total CubeSmart L.P. Capital		1,655,382			1,643,327			1,448,026			1,092,276			989,791
Noncontrolling interests in subsidiaries		5,855			1,526			1,592			931			118
Total liabilities and capital		3,475,028			3,104,164			2,776,906			2,347,819			2,143,323
Other Data:
Number of stores		475			445			421			366			381
Total rentable square feet (in thousands)		32,858			30,361			28,622			24,662			25,485
Occupancy percentage		89.7	%		90.2	%		89.1	%		88.3	%		84.4	%
Cash dividends declared per common unit (2)	$	0.90		$	0.69		$	0.55		$	0.46		$	0.35

(1) OP units have been excluded from the earnings per unit calculations as the related income or loss is presented in Operating Partnership interest of third parties.

(2) We announced full quarterly dividends of $0.08 and $0.484 per common and preferred units, respectively, on February 21, 2012, May 30, 2012, and August 1, 2012; dividends of $0.11 and $0.484 per common and preferred units, respectively, on December 10, 2012, February 21, 2013, May 29, 2013, and August 7, 2013; dividends of $0.13 and $0.484 per common and preferred units, respectively, on December 19, 2013, February 25, 2014, May 28, 2014, and August 5, 2014; dividends of $0.16 and $0.484 per common and preferred units, respectively, on December 16, 2014, February 24, 2015, May 27, 2015, and August 4, 2015; dividends of $0.21 and $0.484 per common and preferred units, respectively, on December 10, 2015, February 16, 2016, June 1, 2016, and August 2, 2016; dividends of $0.174 per preferred unit on September 2, 2016; and dividends of $0.27 per common unit on December 15, 2016.

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ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Report.  Some of the statements we make in this section are forward-looking statements within the meaning of the federal securities laws.  For a complete discussion of forward-looking statements, see the section in this Report entitled “Forward-Looking Statements”.  Certain risk factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the following discussion.  For a discussion of such risk factors, see the section in this Report entitled “Risk Factors”.

Overview

We are an integrated self-storage real estate company, and as such we have in-house capabilities in the operation, design, development, leasing, management, and acquisition of self-storage properties.  The Parent Company’s operations are conducted solely through the Operating Partnership and its subsidiaries.  The Parent Company has elected to be taxed as a REIT for U.S. federal income tax purposes.  As of December 31, 2016 and December 31, 2015, we owned 475 and 445 self-storage properties, respectively, totaling approximately 32.9 million and 30.4 million rentable square feet, respectively.  As of December 31, 2016, we owned stores in the District of Columbia and the following 23 states:  Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, Tennessee, Texas, Utah, and Virginia.  In addition, as of December 31, 2016, we managed 316 stores for third parties (including 116 stores containing an aggregate of approximately 6.8 million rentable square feet as part of three separate unconsolidated real estate ventures), bringing the total number of stores we owned and/or managed to 791.  As of December 31, 2016, we managed stores for third parties in the following 26 states:  Alabama, Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Louisiana, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Nevada, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Vermont, and Virginia.

We derive revenues principally from rents received from customers who rent cubes at our self-storage properties under month-to-month leases.  Therefore, our operating results depend materially on our ability to retain our existing customers and lease our available self-storage cubes to new customers while maintaining and, where possible, increasing our pricing levels.  In addition, our operating results depend on the ability of our customers to make required rental payments to us.  Our approach to the management and operation of our stores combines centralized marketing, revenue management, and other operational support with local operations teams that provide market-level oversight and control.  We believe this approach allows us to respond quickly and effectively to changes in local market conditions, and to maximize revenues by managing rental rates and occupancy levels.

We typically experience seasonal fluctuations in the occupancy levels of our stores, which are generally slightly higher during the summer months due to increased moving activity.

Our results of operations may be sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending, as well as to increased bad debts due to recessionary pressures.  Adverse economic conditions affecting disposable consumer income, such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs, and other matters could reduce consumer spending or cause consumers to shift their spending to other products and services.  A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability.

We continue our focus on maximizing internal growth opportunities and selectively pursuing targeted acquisitions and developments of self-storage properties.

We have one reportable segment:  we own, operate, develop, manage, and acquire self-storage properties.

Our self-storage properties are located in major metropolitan and suburban areas and have numerous customers per store.  No single customer represents a significant concentration of our revenues.  Our stores in Florida, New York, Texas, and California provided approximately 17%, 16%, 10%, and 8%, respectively, of total revenues for the year ended December 31, 2016.

Summary of Critical Accounting Policies and Estimates

Set forth below is a summary of the accounting policies and estimates that management believes are critical to the preparation of the consolidated financial statements included in this Report.  Certain of the accounting policies used in the preparation of these consolidated financial statements are particularly important for an understanding of the financial position and results of operations presented in the historical consolidated financial statements included in this Report.  A summary of significant accounting policies is also provided in the notes to our consolidated financial statements (see note 2 to the consolidated financial statements).  These policies require the application

44

of judgment and assumptions by management and, as a result, are subject to a degree of uncertainty.  Due to this uncertainty, actual results could differ materially from estimates calculated and utilized by management.

Basis of Presentation

The accompanying consolidated financial statements include all of the accounts of the Company, and its majority-owned and/or controlled subsidiaries.  The portion of these entities not owned by the Company is presented as noncontrolling interests as of and during the periods presented.  All significant intercompany accounts and transactions have been eliminated in consolidation.

When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity (“VIE”), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) on the consolidation of VIEs.  When an entity is not deemed to be a VIE, the Company considers the provisions of additional FASB guidance to determine whether a general partner, or the general partners as a group, controls a limited partnership or similar entity when the limited partners have certain rights.  The Company consolidates (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary and (ii) entities that are non-VIEs which the Company controls and in which the limited partners do not have substantive participating rights, or the ability to dissolve the entity or remove the Company without cause.

Self-Storage Properties

The Company records self-storage properties at cost less accumulated depreciation.  Depreciation on the buildings and equipment is recorded on a straight-line basis over their estimated useful lives, which range from five to 39 years. Expenditures for significant renovations or improvements that extend the useful life of assets are capitalized.  Repairs and maintenance costs are expensed as incurred.

When stores are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values.  When a portfolio of stores is acquired, the purchase price is allocated to the individual stores based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age, and location of the individual store along with current and projected occupancy and rental rate levels or appraised values, if available.  Allocations to the individual assets and liabilities are based upon comparable market sales information for land, buildings and improvements, and estimates of depreciated replacement cost of equipment.

In allocating the purchase price for an acquisition, the Company determines whether the acquisition includes intangible assets or liabilities.  The Company allocates a portion of the purchase price to an intangible asset attributable to the value of in-place leases.  This intangible asset is generally amortized to expense over the expected remaining term of the respective leases.  Substantially all of the leases in place at acquired stores are at market rates, as the majority of the leases are month-to-month contracts.  Accordingly, to date no portion of the purchase price has been allocated to above- or below-market lease intangibles.  To date, no intangible asset has been recorded for the value of customer relationships, because the Company does not have any concentrations of significant customers and the average customer turnover is fairly frequent.

Long-lived assets classified as “held for use” are reviewed for impairment when events and circumstances such as declines in occupancy and operating results indicate that there may be an impairment.  The carrying value of these long-lived assets is compared to the undiscounted future net operating cash flows, plus a terminal value, attributable to the assets to determine if the store’s basis is recoverable.  If a store’s basis is not considered recoverable, an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value.  The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset.  There were no impairment losses recognized in accordance with these procedures during the years ended December 31, 2016, 2015 and 2014.

The Company considers long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell a store (or group of stores), (b) the store is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such stores, (c) an active program to locate a buyer and other actions required to complete the plan to sell the store have been initiated, (d) the sale of the store is probable and transfer of the asset is expected to be completed within one year, (e) the store is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Typically these criteria are all met when the relevant asset is under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer and there are no contingencies related to the sale that may prevent the

45

transaction from closing.  However, each potential transaction is evaluated based on its separate facts and circumstances.  Stores classified as held for sale are reported at the lesser of carrying value or fair value less estimated costs to sell.

Revenue Recognition

Management has determined that all our leases with customers are operating leases.  Rental income is recognized in accordance with the terms of the lease agreements or contracts, which generally are month to month.

The Company recognizes gains from disposition of stores only upon closing in accordance with the guidance on sales of real estate.  Payments received from purchasers prior to closing are recorded as deposits.  Profit on real estate sold is recognized using the full accrual method upon closing when the collectability of the sales price is reasonably assured and the Company is not obligated to perform significant activities after the sale.  Profit may be deferred in whole or part until the sale meets the requirements of profit recognition on sales under this guidance.

Share-Based Payments

We apply the fair value method of accounting for contingently issued shares and share options issued under our equity incentive plans.  The share compensation expense is recorded ratably over the vesting period relating to such contingently issued shares and options.  The Company has elected to recognize compensation expense on a straight-line method over the requisite service period.

Noncontrolling Interests

Noncontrolling interests are the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent.  The ownership interests in the subsidiary that are held by owners other than the parent are noncontrolling interests.  In accordance with authoritative guidance issued on noncontrolling interests in consolidated financial statements, such noncontrolling interests are reported on the consolidated balance sheets within equity/capital, separately from the Parent Company’s equity/capital.  The guidance also requires that noncontrolling interests are adjusted each period so that the carrying value equals the greater of its carrying value based on the accumulation of historical cost or its redemption value.  On the consolidated statements of operations, revenues, expenses, and net income or loss from less-than-wholly-owned subsidiaries are reported at the consolidated amounts, including both the amounts attributable to the Parent Company and noncontrolling interests.  Presentation of consolidated equity/capital activity is included for both quarterly and annual financial statements, including beginning balances, activity for the period and ending balances for shareholders’ equity/capital, noncontrolling interests, and total equity/capital.

Investments in Unconsolidated Real Estate Ventures

The Company accounts for its investments in unconsolidated real estate ventures under the equity method of accounting.  Under the equity method, investments in unconsolidated joint ventures are recorded initially at cost, as investments in real estate entities, and subsequently adjusted for equity in earnings (losses), cash contributions, less distributions and impairments. On a periodic basis, management also assesses whether there are any indicators that the carrying value of the Company’s investments in unconsolidated real estate entities may be other than temporarily impaired. An investment is impaired only if the fair value of the investment, as estimated by management, is less than the carrying value of the investment and the decline is other than temporary. To the extent impairment that is other than temporary has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the fair value of the investment, as estimated by management. Fair value is determined through various valuation techniques, including but not limited to, discounted cash flow models, quoted market values, and third party appraisals. There were no impairment losses related to the Company’s investments in unconsolidated real estate ventures recognized during the years ended December 31, 2016, 2015 and 2014.

Income Taxes

The Parent Company elected to be taxed as a real estate investment trust under Sections 856-860 of the Internal Revenue Code beginning with the period from October 21, 2004 (commencement of operations) through December 31, 2004.  In management’s opinion, the requirements to maintain these elections are being met.  Accordingly, no provision for federal income taxes has been reflected in the consolidated financial statements other than for operations conducted through our taxable REIT subsidiaries.

Earnings and profits, which determine the taxability of distributions to shareholders, differ from net income reported for financial reporting purposes due to differences in cost basis, the estimated useful lives used to compute depreciation, and the allocation of net income and loss for financial versus tax reporting purposes.

46

The Parent Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits.  The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Parent Company’s ordinary income, (b) 95% of the Parent Company’s net capital gains, and (c) 100% of prior year taxable income exceeds cash distributions and certain taxes paid by the Parent Company.

Recent Accounting Pronouncements

In January 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which changes the defininition of a business to include an input and a substantive process that together signifianctly contribute to the ability to create outputs. A framework is provided to evaluate when an input and a substantive process are present.  The new guidance also narrows the definition of outputs, which are defined as the results of inputs and substantive processes that provide goods or services to customers, other revenue, or investment income. The standard is effective on January 1, 2018, however early adoption is permitted. We are in the process of evaluating the impact of this new guidance.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires the statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The new guidance also requires entities to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. The standard is effective on January 1, 2018, however early adoption is permitted. The standard requires the use of the retrospective transition method. We are in the process of evaluating the impact of this new guidance.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The eight items that the ASU provides classification guidance on include (1) debt prepayment and extinguishment costs, (2) settlement of zero-coupon debt instruments, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (6) distributions received from equity method investments, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows and application of the predominance principle. The standard is effective on January 1, 2018, however early adoption is permitted. The standard requires the use of the retrospective transition method. We are in the process of evaluating the impact of this new guidance.

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which is intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. The new guidance allows for entities to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. In addition, the guidance allows employers to withhold shares to satisfy minimum statutory tax withholding requirements up to the employees’ maximum individual tax rate without causing the award to be classified as a liability. The guidance also stipulates that cash paid by an employer to a taxing authority when directly withholding shares for tax-withholding purposes should be classified as a financing activity on the statement of cash flows. The standard is effective on January 1, 2017, however early adoption is permitted.  We do not expect this new guidance to have a material impact on our consolidated financial position or results of operations.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification.  Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective on January 1, 2019, however early adoption is permitted.  We are currently assessing the impact of the adoption of ASU No. 2016-02 on our consolidated financial statements and related disclosures.

In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which amends the current business combination guidance to require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, as opposed to having to revise prior period information.  The standard also requires additional disclosure about the impact on current-period income statement line items of adjustments that would have been recognized in prior periods if prior period information had been revised. The new standard became effective for the Company on January 1, 2016. The adoption of this guidance did not have a material impact on our consolidated

47

financial position or results of operations as all measurement-period adjustments recorded during 2016 relate to business combinations that took place in the current year and do not impact the prior period. Refer to note 4 for details regarding the measurement-period adjustments made during the year ended December 31, 2016.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, an update to the accounting standard relating to the presentation of debt issuance costs. Under the new guidance, debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction from the debt liability. In the event that there is not an associated debt liability recorded in the consolidated financial statements, the debt issuance costs will continue to be recorded on the consolidated balance sheet as an asset until the debt liability is recorded.  The new standard became effective for the Company on January 1, 2016. The adoption of this guidance did not have a material impact on our consolidated financial position or results of operations as the update only related to changes in financial statement presentation as discussed in note 7 and in the “Reclassifications” section of the consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation – Amendments to the Consolidation Analysis, which amends the current consolidation guidance affecting both the variable interest entity (“VIE”) and voting interest entity (“VOE”) consolidation models. The standard does not add or remove any of the characteristics in determining if an entity is a VIE or VOE, but rather enhances the way the Company assesses some of these characteristics. The new standard became effective for the Company on January 1, 2016. The adoption of this guidance did not have a material impact on our consolidated financial position or results of operations as none of its existing consolidation conclusions were changed.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance under GAAP when it becomes effective. The new standard will be effective for the Company beginning on January 1, 2018, however early application beginning on January 1, 2017 is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company has not yet selected a transition method. We are currently assessing the impact of the adoption of ASU No. 2014-09 on our consolidated financial statements and related disclosures.

Results of Operations

The following discussion of our results of operations should be read in conjunction with the consolidated financial statements and the accompanying notes thereto.  Historical results set forth in the consolidated statements of operations reflect only the existing stores and should not be taken as indicative of future operations.  We consider our same-store portfolio to consist of only those stores owned and operated on a stabilized basis at the beginning and at the end of the applicable years presented. We consider a store to be stabilized once it has achieved an occupancy rate that we believe, based on our assessment of market-specific data, is representative of similar self-storage assets in the applicable market for a full year measured as of the most recent January 1 and has not been significantly damaged by natural disaster or undergone significant renovation.  We believe that same-store results are useful to investors in evaluating our performance because they provide information relating to changes in store-level operating performance without taking into account the effects of acquisitions, developments or dispositions.  As of December 31, 2016, we owned 407 same-store properties and 68 non-same-store properties.  All of the non-same-store properties were 2015 and 2016 acquisitions, dispositions, developed stores, or stores with a significant portion taken out of service.  For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this Report.

The comparability of our results of operations is affected by the timing of acquisition and disposition activities during the periods reported.  As of December 31, 2016, 2015 and 2014, we owned 475, 445 and 421 self-storage properties and related assets, respectively. 

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The following table summarizes the change in number of owned stores from January 1, 2014 through December 31, 2016:

	2016	2015	2014
Balance - January 1	445	421	366
Stores acquired	10	7	10
Stores developed	1	—	2
Balance - March 31	456	428	378
Stores acquired	7	4	9
Stores developed	1	1	—
Balance - June 30	464	433	387
Stores acquired	7	5	3
Balance - September 30	471	438	390
Stores acquired	4	13	31
Stores developed	—	2	—
Stores sold	—	(8)	—
Balance - December 31	475	445	421

Comparison of the Year Ended December 31, 2016 to the Year Ended December 31, 2015 (dollars in thousands)

											Non Same-Store						Other/
	Same-Store Property Portfolio										Properties						Eliminations				Total Portfolio
							Increase/		%																		Increase/		%
	2016			2015			(Decrease)		Change		2016			2015			2016		2015		2016			2015			(Decrease)		Change
REVENUES:
Rental income	$	402,239		$	375,149		$	27,090	7.2	%	$	47,362		$	17,327		$	—	$	—	$	449,601		$	392,476		$	57,125	14.6	%
Other property related income		42,172			40,194			1,978	4.9	%		5,091			2,039			2,992		2,956		50,255			45,189			5,066	11.2	%
Property management fee income		—			—			—	0.0	%		—			—			10,183		6,856		10,183			6,856			3,327	48.5	%
Total revenues		444,411			415,343			29,068	7.0	%		52,453			19,366			13,175		9,812		510,039			444,521			65,518	14.7	%
OPERATING EXPENSES:
Property operating expenses		126,824			127,209			(385)	(0.3)	%		20,478			8,210			18,545		17,753		165,847			153,172			12,675	8.3	%
NET OPERATING INCOME (LOSS):		317,587			288,134			29,453	10.2	%		31,975			11,156			(5,370)		(7,941)		344,192			291,349			52,843	18.1	%
Store count		407			407							68			38							475			445
Total square footage		27,828			27,828							5,030			2,533							32,858			30,361
Period End Occupancy (1)		91.8	%		91.6	%						78.3	%		75.4	%						89.7	%		90.2	%
Period Average Occupancy (2)		92.9	%		92.1	%
Realized annual rent per occupied sq. ft. (3)	$	15.56		$	14.63
Depreciation and amortization																						161,865			151,789			10,076	6.6	%
General and administrative																						32,823			28,371			4,452	15.7	%
Acquisition related costs																						6,552			3,301			3,251	98.5	%
Subtotal																						201,240			183,461			17,779	9.7	%
OPERATING INCOME																						142,952			107,888			35,064	32.5	%
OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans																						(50,399)			(43,736)			(6,663)	(15.2)	%
Loan procurement amortization expense																						(2,577)			(2,324)			(253)	(10.9)	%
Equity in losses of real estate ventures																						(2,662)			(411)			(2,251)	(547.7)	%
Gains from sale of real estate, net																						—			17,567			(17,567)	(100.0)	%
Other																						1,062			(228)			1,290	565.8	%
Total other expense																						(54,576)			(29,132)			(25,444)	(87.3)	%
NET INCOME																						88,376			78,756			9,620	12.2	%
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Noncontrolling interests in the Operating Partnership																						(941)			(960)			19	2.0	%
Noncontrolling interests in subsidiaries																						470			(84)			554	659.5	%
NET INCOME ATTRIBUTABLE TO THE COMPANY																					$	87,905		$	77,712		$	10,193	13.1	%
Distribution to preferred shareholders																						(5,045)			(6,008)			963	16.0	%
Preferred share redemption charge																						(2,937)			—			(2,937)	(100.0)	%
NET INCOME ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS																					$	79,923		$	71,704		$	8,219	11.5	%

(1) Represents occupancy as of December 31 of the respective year.

(2) Represents the weighted average occupancy for the period.

(3) Realized annual rent per occupied square foot is computed by dividing rental income by the weighted average occupied square feet for the period.

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Revenues

Rental income increased from $392.5 million during 2015 to $449.6 million during 2016, an increase of $57.1 million, or 14.6%.  The increase in same-store revenue was due primarily to an increase in average occupancy of 80 basis points and higher rental rates.  Realized annual rent per square foot on our same-store portoflio increased 6.4% as a result of higher asking rates for new and existing customers during 2016 as compared to 2015.  The remaining increase is primarily attributable to $30.0 million of additional income from the stores acquired in 2015 and 2016 included in our non-same store portfolio.

Other property related income consists of late fees, administrative charges, customer insurance fees, sales of storage supplies and other ancillary revenues.  Other property related income increased from $45.2 million in 2015 to $50.3 million in 2016, an increase of $5.1 million, or 11.2%.  This increase is primarily attributable to increased fee revenue and insurance fees of $3.5 million on the stores acquired in 2015 and 2016 and a $2.0 million increase in same-store property related income mainly attributable to increased insurance participation and higher average occupancy, offset by a decrease of $0.4 million of additional income relating to the disposals of nine stores in 2015.

Property management fee income increased to $10.2 million in 2016 from $6.9 million during 2015, an increase of $3.3 million, or 48.5%.  This increase is attributable to an increase in management fees related to the third-party management business resulting from more stores under management and higher revenue at managed stores (316 stores as of December 31, 2016 compared to 227 stores as of December 31, 2015).

Operating Expenses

Property operating expenses increased from $153.2 million in 2015 to $165.8 million in 2016, an increase of $12.7 million, or 8.3%, which is primarily attributable to $12.3 million of increased expenses associated with newly acquired stores.

Depreciation and amortization increased from $151.8 million in 2015 to $161.9 million in 2016, an increase of $10.1 million, or 6.6%.  This increase is primarily attributable to depreciation and amortization expense related to the 2015 and 2016 acquisitions.

General and administrative expenses increased from $28.4 million in 2015 to $32.8 million in 2016, an increase of $4.5 million, or 15.7%. The change is primarily attributable to $4.1 million of increased payroll expenses resulting from additional employee headcount to support our growth.

Acquisition related costs increased from $3.3 million during 2015 to $6.6 million during 2016, an increase of $3.3 million, or 98.5%. Acquisition-related costs are non-recurring and fluctuate based on periodic investment activity.

Other (expense) income

Interest expense on loans increased from $43.7 million during the year ended December 31, 2015 to $50.4 million during the year ended December 31, 2016, an increase of $6.7 million, or 15.2%.  The increase is primarily attributable to a higher amount of outstanding debt during 2016 as compared to 2015. The average debt balance increased $234.6 million to $1.4 billion during 2016 as compared to $1.2 billion during 2015 as the result of borrowings to fund a portion of the Company’s acquisition acitivity.

Equity in losses of real estate ventures increased from $0.4 million during the year ended December 31, 2015 to $2.7 million during the year ended December 31, 2016, an increase of $2.3 million, or 547.7%.  The increase is mainly driven by our share of the losses attributable to HVP, a real estate venture in which we own a 10% interest.  The loss incurred in 2016 was primarily the result of amortization expense associated with the in-place lease intangible that was recorded in connection with HVP’s acquisition of 68 properties. The amortization expense did not exist in 2015 as the acquisitions took place during the fourth quarter of 2015 and throughout 2016.

Gains from sale of real estate, net were $17.6 million for the year ended December 31, 2015 with no comparable amounts for the year ended December 31, 2016. These gains are determined on a transactional basis and, accordingly, are not comparable across reporting periods.

Other income (expense) increased $1.3 million from 2015 to 2016 primarily due to acquisition fees earned in conjunction with HVP’s acquisition of 68 self-storage properties.

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Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014 (dollars in thousands)

											Non Same-Store						Other/
	Same-Store Property Portfolio										Properties						Eliminations				Total Portfolio
							Increase/		%																		Increase/		%
	2015			2014			(Decrease)		Change		2015			2014			2015		2014		2015			2014			(Decrease)		Change
REVENUES:
Rental income	$	324,314		$	301,833		$	22,481	7.4	%	$	68,162		$	29,065		$	—	$	—	$	392,476		$	330,898		$	61,578	18.6	%
Other property related income		34,990			33,089			1,901	5.7	%		7,243			4,120			2,956		2,856		45,189			40,065			5,124	12.8	%
Property management fee income		—			—			—	0.0	%		—			—			6,856		6,000		6,856			6,000			856	14.3	%
Total revenues		359,304			334,922			24,382	7.3	%		75,405			33,185			9,812		8,856		444,521			376,963			67,558	17.9	%
OPERATING EXPENSES:
Property operating expenses		108,399			105,945			2,454	2.3	%		27,020			11,440			17,753		15,316		153,172			132,701			20,471	15.4	%
NET OPERATING INCOME (LOSS):		250,905			228,977			21,928	9.6	%		48,385			21,745			(7,941)		(6,460)		291,349			244,262			47,087	19.3	%
Store count		353			353							92			60							445			413
Total square footage		23,808			23,808							6,553			4,313							30,361			28,121
Period End Occupancy (1)		91.7	%		90.1	%						84.9	%		84.1	%						90.2	%		89.1	%
Period Average Occupancy (2)		92.3	%		90.8	%
Realized annual rent per occupied sq. ft. (3)	$	14.76		$	13.96
Depreciation and amortization																						151,789			126,813			24,976	19.7	%
General and administrative																						28,371			28,422			(51)	(0.2)	%
Acquisition related costs																						3,301			7,484			(4,183)	(55.9)	%
Subtotal																						183,461			162,719			20,742	12.7	%
OPERATING INCOME																						107,888			81,543			26,345	32.3	%
OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans																						(43,736)			(46,802)			3,066	6.6	%
Loan procurement amortization expense																						(2,324)			(2,190)			(134)	(6.1)	%
Equity in losses of real estate ventures																						(411)			(6,255)			5,844	93.4	%
Gains from sale of real estate, net																						17,567			475			17,092	3,598.3	%
Other																						(228)			(405)			177	43.7	%
Total other expense																						(29,132)			(55,177)			26,045	47.2	%
INCOME FROM CONTINUING OPERATIONS																						78,756			26,366			52,390	198.7	%
DISCONTINUED OPERATIONS
Income from discontinued operations																						—			336			(336)	(100.0)	%
Total discontinued operations																						—			336			(336)	(100.0)	%
NET INCOME																						78,756			26,702			52,054	194.9	%
NET (INCOME) LOSS ATTRIBUTABLE TO
NONCONTROLLING INTERESTS
Noncontrolling interests in the Operating Partnership																						(960)			(307)			(653)	(212.7)	%
Noncontrolling interests in subsidiaries																						(84)			(16)			(68)	(425.0)	%
NET INCOME ATTRIBUTABLE TO THE COMPANY																					$	77,712		$	26,379		$	51,333	194.6	%
Distribution to preferred shareholders																						(6,008)			(6,008)			—	—	%
NET INCOME ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS																					$	71,704		$	20,371		$	51,333	252.0	%

(1) Represents occupancy as of December 31 of each respective year.

(2) Represents the weighted average occupancy for the period.

(3) Realized annual rent per occupied square foot is computed by dividing rental income by the weighted average occupied square feet for the period.

Revenues

Rental income increased from $330.9 million in 2014 to $392.5 million in 2015, an increase of $61.6 million, or 18.6%. This increase is primarily attributable to $40.3 million of additional income from the stores acquired in 2014 and 2015, offset by a decrease of $1.2 million of additional income relating to the disposal of nine stores in 2015. Also, increases in net rental rates for new and existing customers, lower levels of promotional discounts, and an increase in average occupancy of 150 basis points on the same-store portfolio provided a $22.5 million increase in rental income during 2015 as compared to 2014.

Other property related income consists of late fees, administrative charges, customer insurance fees, sales of storage supplies and other ancillary revenues. Other property related income increased from $40.1 million in 2014 to $45.2 million in 2015, an increase of $5.1 million, or 12.8%. This increase is primarily attributable to increased fee revenue and insurance fees of $3.2 million on the stores acquired in 2014 and 2015 and a $1.9 million increase in same-store property related income mainly attributable to increased insurance participation and higher average occupancy.

Property management fee income increased to $6.9 million in 2015 from $6.0 million during 2014, an increase of $0.9 million, or 14.3%.  This increase is attributable to an increase in management fees related to the third-party management business resulting from more stores under management and higher revenue at managed stores (227 stores as of December 31, 2015, compared to 174 stores as of December 31, 2014).

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Operating Expenses

Property operating expenses increased from $132.7 million in 2014 to $153.2 million in 2015, an increase of $20.5 million, or 15.4%.  This increase is primarily attributable to $15.6 million of increased expenses associated with newly acquired stores in 2015 and 2014.  Additionally, property operating expenses on the same-store portfolio increased $2.5 million primarily due to an increase of $1.2 million in property taxes and $1.0 million in payroll.

Depreciation and amortization increased from $126.8 million in 2014 to $151.8 million in 2015, an increase of $25.0 million, or 19.7%.  This increase is primarily attributable to depreciation and amortization expense related to the 2014 and 2015 acquisitions.

Acquisition related costs decreased from $7.5 million during 2014 to $3.3 million during 2015, a decrease of $4.2 million, or 55.9%. Acquisition related costs are non-recurring and fluctuate based on periodic investment activity.

Other (expense) income

Interest expense decreased from $46.8 million during the year ended December 31, 2014 to $43.7 million during the year ended December 31, 2015, a decrease of $3.1 million, or 6.6%.  The decrease is attributable to lower rates on the credit facility and term loan facility compared to 2014 as a result of our improved credit ratings and credit facility amendment.  The weighted average effective interest rate of our outstanding debt decreased from 4.02% for the year ended December 31, 2014 to 3.88% for the year ended December 31, 2015 due to the previously discussed changes in the term loan facility and credit facility pricing and the repayment of $84.9 million in secured loans with a weighted average effective interest rate of 4.75%, while the average debt balances for the years ended December 31, 2015 and 2014 were constant at $1.2 billion.

Equity in losses of real estate ventures decreased from $6.3 million during the year ended December 31, 2014 to $0.4 million during the year ended December 31, 2015, a decrease of $5.9 million, or 93.4%. This expense is related to our share of the losses attributable to HHF (defined below), a partnership in which we own a 50% interest, and HVP (defined below), a new partnership in which we entered into in December 2015 and in which we own a 10% interest. The decrease is primarily attributable to HHF’s increased net operating income levels in 2015 as compared to 2014 as well as a decrease in amortization expense related to intangible assets from 2014 to 2015.

Gains from sale of real estate, net were $17.6 million and and $0.5 million for the years ended December 31, 2015 and 2014, respectively. These gains are determined on a transactional basis and, accordingly, are not comparable across reporting periods.

Discontinued Operations

Income from discontinued operations was $0.3 million for the year ended December 31, 2014 with no comparable amount for the year ended December 31, 2015. The income during the 2014 period represents real estate tax refunds received as a result of appeals of previous tax assessments on six self-storage properties that we sold in prior years.

Non-GAAP Financial Measures

NOI

We define net operating income, which we refer to as NOI, as total continuing revenues less continuing property operating expenses.  NOI also can be calculated by adding back to net income (loss): interest expense on loans, loan procurement amortization expense, loan procurement amortization expense — early repayment of debt, acquisition related costs, equity in losses of real estate ventures, other expense, depreciation and amortization expense, general and administrative expense, and deducting from net income (loss): gains from sale of real estate, net, income from discontinued operations, gains from disposition of discontinued operations, other income, gains from remeasurement of investments in real estate ventures and interest income.  NOI is not a measure of performance calculated in accordance with GAAP.

We use NOI as a measure of operating performance at each of our stores, and for all of our stores in the aggregate. NOI should not be considered as a substitute for operating income, net income, cash flows provided by operating, investing and financing activities, or other income statement or cash flow statement data prepared in accordance with GAAP.

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We believe NOI is useful to investors in evaluating our operating performance because:

· it is one of the primary measures used by our management and our store managers to evaluate the economic productivity of our stores, including our ability to lease our stores, increase pricing and occupancy, and control our property operating expenses;

· it is widely used in the real estate industry and the self-storage industry to measure the performance and value of real estate assets without regard to various items included in net income that do not relate to or are not indicative of operating performance, such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets; and

· we believe it helps our investors to meaningfully compare the results of our operating performance from period to period by removing the impact of our capital structure (primarily interest expense on our outstanding indebtedness) and depreciation of our basis in our assets from our operating results.

There are material limitations to using a measure such as NOI, including the difficulty associated with comparing results among more than one company and the inability to analyze certain significant items, including depreciation and interest expense, that directly affect our net income.  We compensate for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with our analysis of net income.  NOI should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP, such as total revenues, operating income and net income.

FFO

Funds from operations (“FFO”) is a widely used performance measure for real estate companies and is provided here as a supplemental measure of operating performance.  The April 2002 National Policy Bulletin of the National Association of Real Estate Investment Trusts, as amended, defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of real estate and related impairment charges, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.

Management uses FFO as a key performance indicator in evaluating the operations of our stores. Given the nature of our business as a real estate owner and operator, we consider FFO a key measure of our operating performance that is not specifically defined by accounting principles generally accepted in the United States.  We believe that FFO is useful to management and investors as a starting point in measuring our operational performance because FFO excludes various items included in net income that do not relate to or are not indicative of our operating performance such as gains (or losses) from sales of real estate, gains from remeasurement of investments in real estate ventures, impairments of depreciable assets, and depreciation, which can make periodic and peer analyses of operating performance more difficult. Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies.

FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance. FFO does not represent cash generated from operating activities determined in accordance with GAAP and is not a measure of liquidity or an indicator of our ability to make cash distributions. We believe that to further understand our performance, FFO should be compared with our reported net income and considered in addition to cash flows computed in accordance with GAAP, as presented in our Consolidated Financial Statements.

FFO, as adjusted

FFO, as adjusted represents FFO as defined above, excluding the effects of acquisition related costs, gains or losses from early extinguishment of debt, and non-recurring items, which we believe are not indicative of the Company’s operating results.  We present FFO, as adjusted because we believe it is a helpful measure in understanding our results of operations insofar as we believe that the items noted above that are included in FFO, but excluded from FFO, as adjusted are not indicative of our ongoing operating results.  We also believe that the analyst community considers our FFO, as adjusted (or similar measures using different terminology) when evaluating us.  Because other REITs or real estate companies may not compute FFO, as adjusted in the same manner as we do, and may use different terminology, our computation of FFO, as adjusted may not be comparable to FFO, as adjusted reported by other REITs or real estate companies.

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The following table presents a reconciliation of net income to FFO and FFO, as adjusted, for the years ended December 31, 2016 and 2015 (in thousands):

	For the Year Ended December 31,
	2016		2015
Net income attributable to the Company’s common shareholders	$	79,923	$	71,704
Add:
Real estate depreciation and amortization:
Real property		159,495		150,030
Company’s share of unconsolidated real estate ventures		11,016		7,323
Gains from sale of real estate, net		—		(17,567)
Noncontrolling interests in the Operating Partnership		941		960
FFO attributable to common shareholders and OP unitholders	$	251,375	$	212,450
Add:
Acquisition related costs (1)		6,932		3,508
Preferred share redemption charge		2,937		—
FFO attributable to common shareholders and OP unitholders, as adjusted	$	261,244	$	215,958
Weighted-average diluted shares outstanding		179,533		170,191
Weighted-average diluted units outstanding		2,158		2,239
Weighted-average diluted shares and units outstanding		181,691		172,430

(1) Years ended December 31, 2016 and 2015 include $0.4 million and $0.2 million, respectively, of acquisition related costs that are included in the Company’s share of equity in losses of real estate ventures.

Cash Flows

Comparison of the Year Ended December 31, 2016 to the Year Ended December 31, 2015

A comparison of cash flow related to operating, investing and financing activities for the years ended December 31, 2016 and 2015 is as follows:

	Year Ended December 31,
Net cash provided by (used in):	2016		2015		Change
	(in thousands)
Operating activities	$	263,526	$	215,705	$	47,821
Investing activities	$	(544,471)	$	(374,608)	$	(169,863)
Financing activities	$	221,049	$	218,871	$	2,178

Cash provided by operating activities for the years ended December 31, 2016 and 2015 was $263.5 million and $215.7 million, respectively, an increase of $47.8 million.  Our increased cash flow from operating activities is primarily attributable to our 2015 and 2016 acquisitions and increased net operating income levels on the same-store portfolio in the 2016 period as compared to the 2015 period.

Cash used in investing activities was $544.5 million in 2016 and $374.6 million in 2015, an increase of $169.9 million driven by an increase in cash used for acquisitions of self-storage properties.  Cash used during 2016 relates to the acquisition of 28 stores for an aggregate purchase price of $403.6 million, inclusive of $6.5 million of assumed debt, while cash used in investing activities during 2015 relates to the acquisition of 29 stores for an aggregate purchase price of $292.4 million, inclusive of $2.7 million of assumed debt. The change is also driven by a $62.4 million increase in cash used for development costs, resulting primarily from the acquisition of a development property by a consolidated joint venture in the second quarter of 2016 for $67.2 million, inclusive of $35.0 million of assumed debt.

Cash provided by financing activities was $221.0 million in 2016 and $218.9 million in 2015, an increase of $2.2 million.  From 2015 to 2016, proceeds from the issuance of unsecured senior notes increased $49.2 million and net proceeds in revolving credit facility borrowings increased $121.3 million. A $47.6 million decrease in principal payments on mortgage loans, resulting primarily from the repayment of five secured loans during 2016 for $34.9 million compared to four repayments during 2015 for $82.6 million also contributed to the increase in net cash inflows provided by financing activities from 2015 to 2016. These increases were offset by a $43.1

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million increase in cash distributions paid to common shareholders, preferred shareholders and noncontrolling interests in the Operating Partnership during 2016 compared to 2015, resulting primarily from the increase in the common dividend per share and number of shares outstanding. The increases were also offset by $77.6 million paid to redeem our 7.75% Series A Preferred shares in November 2016 with no similar transaction in 2015 and a $97.9 million decrease in proceeds from the issuance of common shares in 2016 as compared to 2015.

Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014

A comparison of cash flow related to operating, investing and financing activities for the years ended December 31, 2015 and 2014 is as follows:

	Year Ended December 31,
Net cash provided by (used in):	2015		2014		Change
	(in thousands)
Operating activities	$	215,705	$	166,032	$	49,673
Investing activities	$	(374,608)	$	(522,699)	$	148,091
Financing activities	$	218,871	$	356,392	$	(137,521)

Cash provided by operating activities for the years ended December 31, 2015 and 2014 was $215.7 million and $166.0 million, respectively, an increase of $49.7 million.  Our increased cash flow from operating activities is primarily attributable to our 2014 and 2015 acquisitions and increased net operating income levels on the same-store portfolio in the 2015 period as compared to the 2014 period.

Cash used in investing activities was $374.6 million in 2015 and $522.7 million in 2014, a decrease of $148.1 million driven by a decrease in cash used for acquisitions of self-storage properties.  Cash used in 2015 relates to the acquisition of 29 stores for an aggregate purchase price of $292.4 million, net of $2.7 million of assumed debt, while cash used in investing activities in 2014 relates to the acquisition of 53 stores for an aggregate purchase price of $568.2 million, net of $27.5 million of assumed debt.  This decrease in cash used for acquisitions is offset by an increase of $57.7 million in cash used for development activities. Additionally, cash distributed from real estate ventures was $6.5 million in 2015 compared to $56.9 million in 2014.

Cash provided by financing activities was $218.9 million in 2015 and $356.4 million in 2014, a decrease of $137.5 million.  Proceeds from the issuance of common shares decreased $181.9 million from $416.0 million in 2014 to $234.1 million in 2015, and net proceeds from the Revolver decreased $117.4 million from net proceeds of $39.4 million in 2014 to net repayments of $78.0 million in 2015.  Additionally, principal payments on our mortgage loans totaled $84.9 million in 2015 compared to $30.1 million in 2014. These decreases in cash provided by financing activities were offset by $249.3 million in net proceeds received from our issuance of unsecured senior notes in 2015, with no similar transaction in 2014.

Liquidity and Capital Resources

Liquidity Overview

Our cash flow from operations has historically been one of our primary sources of liquidity used to fund debt service, distributions and capital expenditures.  We derive substantially all of our revenue from customers who lease space from us at our stores and fees earned from managing stores.  Therefore, our ability to generate cash from operations is dependent on the rents that we are able to charge and collect from our customers.  We believe that the properties in which we invest, self-storage properties, are less sensitive than other real estate product types to near-term economic downturns.  However, prolonged economic downturns will adversely affect our cash flows from operations.

In order to qualify as a REIT for federal income tax purposes, the Parent Company is required to distribute at least 90% of REIT taxable income, excluding capital gains, to its shareholders on an annual basis or pay federal income tax.  The nature of our business, coupled with the requirement that we distribute a substantial portion of our income on an annual basis, will cause us to have substantial liquidity needs over both the short term and the long term.

Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our stores, refinancing of certain mortgage indebtedness, interest expense and scheduled principal payments on debt, expected distributions to limited partners and shareholders, capital expenditures, and the development of new stores.  These funding requirements will vary from year to year, in some cases significantly.  In the 2017 fiscal year, we expect recurring capital expenditures to be approximately $15.0 million to $20.0 million, planned capital improvements and store upgrades to be approximately $5.0 million to $10.0 million and costs associated with the

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development of new stores to be approximately $50.0 million to $65.0 million.  Our currently scheduled principal payments on debt, including borrowings outstanding on the Credit Facility and Term Loan Facility, are approximately $8.6 million in 2017.

Our most restrictive financial covenants limit the amount of additional leverage we can add; however, we believe cash flows from operations, access to equity financing, including through our “at-the-market” equity program, and available borrowings under our Credit Facility provide adequate sources of liquidity to enable us to execute our current business plan and remain in compliance with our covenants.

Our liquidity needs beyond 2017 consist primarily of contractual obligations which include repayments of indebtedness at maturity, as well as potential discretionary expenditures such as (i) non-recurring capital expenditures; (ii) redevelopment of operating stores; (iii) acquisitions of additional stores; and (iv) development of new stores. We will have to satisfy the portion of our needs not covered by cash flow from operations through additional borrowings, including borrowings under our Credit Facility, sales of common or preferred shares of the Parent Company and common or preferred units of the Operating Partnership and/or cash generated through store dispositions and joint venture transactions.

We believe that, as a publicly traded REIT, we will have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity.  However, we cannot provide any assurance that this will be the case.  Our ability to incur additional debt will be dependent on a number of factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders.  In addition, dislocation in the United States debt markets may significantly reduce the availability and increase the cost of long-term debt capital, including conventional mortgage financing and commercial mortgage-backed securities financing.  There can be no assurance that such capital will be readily available in the future.  Our ability to access the equity capital markets will be dependent on a number of factors as well, including general market conditions for REITs and market perceptions about us.

As of December 31, 2016, we had approximately $3.0 million in available cash and cash equivalents.  In addition, we had approximately $456.0 million of availability for borrowings under our Credit Facility.

Unsecured Senior Notes

Our unsecured senior notes are summarized as follows (collectively referred to as the “Senior Notes”):

	December 31,		December 31,		Effective		Issuance	Maturity
Unsecured Senior Notes	2016		2015		Interest Rate		Date	Date
	(in thousands)
$250M 4.800% Guaranteed Notes due 2022	$	250,000	$	250,000	4.82	%	Jun-12	Jul-22
$250M 4.375% Guaranteed Notes due 2023		250,000		250,000	4.50	%	Dec-13	Dec-23
$250M 4.000% Guaranteed Notes due 2025		250,000		250,000	4.03	%	Oct-15	Nov-25
$300M 3.125% Guaranteed Notes due 2026		300,000		—	3.18	%	Aug-16	Sep-26
Principal balance outstanding		1,050,000		750,000
Less: Discount on issuance of unsecured senior notes, net		(3,971)		(2,888)
Less: Loan procurement costs, net		(6,953)		(5,208)
Total unsecured senior notes, net	$	1,039,076	$	741,904

The indenture under which the Senior Notes were issued restricts the ability of the Operating Partnership and its subsidiaries to incur debt unless the Operating Partnership and its consolidated subsidiaries comply with a leverage ratio not to exceed 60% and an interest coverage ratio of more than 1.5:1 after giving effect to the incurrence of the debt.  The indenture also restricts the ability of the Operating Partnership and its subsidiaries to incur secured debt unless the Operating Partnership and its consolidated subsidiaries comply with a secured debt leverage ratio not to exceed 40% after giving effect to the incurrence of the debt.  The indenture also contains other financial and customary covenants, including a covenant not to own unencumbered assets with a value less than 150% of the unsecured indebtedness of the Operating Partnership and its consolidated subsidiaries. As of and for the year ended December 31, 2016, the Operating Partnership was in compliance with all of the financial covenants under the Senior Notes.

Revolving Credit Facility and Unsecured Term Loans

On June 20, 2011, we entered into an unsecured term loan agreement (the “Term Loan Facility”) which consisted of a $100.0 million term loan with a five-year maturity (“Term Loan A”) and a $100.0 million term loan with a seven-year maturity (“Term Loan B”). On December 9, 2011, we entered into a credit facility (the “Credit Facility”) comprised of a $100.0 million unsecured term loan maturing in

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December 2014 (“Term Loan C”); a $200.0 million unsecured term loan maturing in March 2017 (“Term Loan D”); and a $300.0 million unsecured revolving facility maturing in December 2015 (“Revolver”).

On June 18, 2013, we amended both the Term Loan Facility and Credit Facility. With respect to the Term Loan Facility, among other things, the amendment extended the maturity date to June 2018 and decreased the pricing of Term Loan A, while Term Loan B remained unchanged by the amendment. With respect to the Credit Facility, among other things, the amendment extended the maturity date to January 2019 and decreased the pricing of Term Loan D. On August 5, 2014, we further amended the Term Loan Facility to extend the maturity date to January 2020 and decrease the pricing of Term Loan B. On December 17, 2013, we repaid the $100.0 million balance under Term Loan C that was scheduled to mature in December 2014.

Pricing on the Term Loan Facility depends on our unsecured debt credit ratings.  At our current Baa2/BBB level, amounts drawn under Term Loan A are priced at 1.30% over LIBOR, while amounts drawn under Term Loan B are priced at 1.15% over LIBOR.

On April 22, 2015, we further amended the Credit Facility with respect to the Revolver. Among other things, the amendment increased the aggregate amount of the Revolver from $300.0 million to $500.0 million, decreased the facility fee from 0.20% to 0.15% and extended the maturity date from June 18, 2017 to April 22, 2020.

Pricing on the Credit Facility depends on our unsecured debt credit ratings.  At our current Baa2/BBB level, amounts drawn under the Revolver are priced at 1.25% over LIBOR, inclusive of a facility fee of 0.15%, while amounts drawn under Term Loan D are priced at 1.30% over LIBOR.

We incurred costs of $2.3 million in 2015 in connection with amending the Credit Facility and capitalized such costs as a component of loan procurement costs, net of amortization on the consolidated balance sheet. Additionally, in connection with the amendment, $0.1 million of unamortized costs were written-off. All remaining unamortized costs, along with costs incurred in connection with the amendment, are amortized as an adjustment to interest expense over the remaining term of the modified facilities.

As of December 31, 2016, $200.0 million of unsecured term loan borrowings were outstanding under the Term Loan Facility, $200.0 million of unsecured term loan borrowings were outstanding under the Credit Facility and $456.0 million was available for borrowing under the unsecured revolving portion of the Credit Facility. The available balance under the unsecured revolving portion of the Credit Facility is reduced by an outstanding letter of credit of $0.7 million. In connection with a portion of the unsecured borrowings, we had interest rate swaps as of December 31, 2016 that fix 30-day LIBOR (see note 10). As of December 31, 2016, borrowings under the Credit Facility and Term Loan Facility, as amended and after giving effect to the interest rate swaps, had an effective weighted average interest rate of 2.67%.

The Term Loan Facility and the term loan under the Credit Facility were fully drawn as of December 31, 2016 and no further borrowings may be made under the term loans. Our ability to borrow under the revolving portion of the Credit Facility is subject to ongoing compliance with certain financial covenants which include:

· Maximum total indebtedness to total asset value of 60.0% at any time;

· Minimum fixed charge coverage ratio of 1.50:1.00; and

· Minimum tangible net worth of $821,211,200 plus 75% of net proceeds from equity issuances after June 30, 2010.

Further, under the Credit Facility and Term Loan Facility, we are restricted from paying distributions on the Parent Company’s common shares in excess of the greater of (i) 95% of funds from operations, and (ii) such amount as may be necessary to maintain the Parent Company’s REIT status.

As of December 31, 2016, we were in compliance with all of our financial covenants and anticipate being in compliance with all of our financial covenants through the terms of the Credit Facility and Term Loan Facility.

Issuance of Common Shares

Pursuant to a previous sales agreement, we had an “at-the-market” equity program that enabled us to sell common shares through a sales agent. On May 7, 2013, we terminated the previous sales agreement with our previous sales agent and entered into separate equity distribution agreements (the “Equity Distribution Agreements”) with a group of sales agents (collectively, the “Sales Agents”).   The Equity Distribution Agreements replaced the previous sale agreement and were amended on May 5, 2014, October 2, 2014, and December

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30, 2015 to increase the number of common shares authorized for sale through “at-the-market” equity offerings.  Pursuant to the Equity Distribution Agreements, as amended, we may sell, from time to time, up to 40.0 million common shares of beneficial interest through the Sales Agents.

During 2016, we sold a total of 4.4 million common shares under the Equity Distribution Agreements at an average sales price of $31.25 per share, resulting in net proceeds of $136.1 million after deducting offering costs.  The proceeds from the sales conducted during the year ended December 31, 2016 were used to fund acquisitions of self-storage properties and for general corporate purposes.  As of December 31, 2016, 5.8 million common shares remained available for issuance under the Equity Distribution Agreements.

During 2015, we sold a total of 9.0 million common shares under the Equity Distribution Agreements at an average sales price of $26.35 per share, resulting in net proceeds of $234.2 million after deducting offering costs.  The proceeds from the sales conducted during the year ended December 31, 2015 were used to fund acquisitions of self-storage properties and for general corporate purposes.

Redemption of Preferred Shares

On November 2, 2016, we completed the redemption of all of our 3,100,000 outstanding shares of 7.75% Series A Cumulative Redeemable Preferred Shares at a cash redemption price of $25.00 per share plus accumulated and unpaid dividends. The redemption price of $77.5 million was paid by the Company from available cash balances. In connection with the redemption, we recognized a charge of $2.9 million related to excess redemption costs over the original net proceeds.

Other Material Changes in Financial Position

	December 31,
	2016		2015		Change
			(in thousands)
Selected Assets
Storage properties, net	$	3,326,816	$	2,872,983	$	453,833
Restricted cash	$	7,893	$	24,600	$	(16,707)
Selected Liabilities
Unsecured senior notes, net	$	1,039,076	$	741,904	$	297,172
Revolving credit facility	$	43,300	$	—	$	43,300

Storage properties, net of accumulated depreciation, increased $453.8 million primarily as a result of the acquisition of 28 self-storage properties, fixed asset additions, and development costs incurred during the year.  Restricted cash decreased $16.7 million primarily as a result of a portion of the proceeds from the sale of the El Paso, TX assets in the prior year, which were held in escrow as of December 31, 2015, being used to fund acquisitions in 2016 under a tax free like kind exchange.

The increase in Unsecured senior notes, net of $297.2 million is a result of the issuance of our 3.125% senior notes due September 1, 2026 during the year.

Revolving credit facility increased $43.3 million primarily as a result of the acquisition of 28 stores, fixed asset additions, and development costs incurred during the year.

Contractual Obligations

The following table summarizes our known contractual obligations as of December 31, 2016 (in thousands):

	Payments Due by Period
													2022 and
	Total		2017		2018		2019		2020		2021		thereafter
Mortgage loans and notes payable (a)	$	111,586	$	8,576	$	2,490	$	11,485	$	12,616	$	44,873	$	31,546
Revolving credit facility and unsecured term loans		443,300		—		100,000		200,000		143,300		—		—
Unsecured senior notes		1,050,000		—		—		—		—		—		1,050,000
Interest payments		375,757		59,749		58,491		52,245		47,389		45,004		112,879
Ground leases		124,076		2,137		2,355		2,365		2,430		2,476		112,313
Software and service contracts		3,064		2,804		260		—		—		—		—
Development commitments		79,658		56,833		22,825		—		—		—		—
	$	2,187,441	$	130,099	$	186,421	$	266,095	$	205,735	$	92,353	$	1,306,738

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(a) Amounts do not include unamortized discounts/premiums.

We expect to satisfy contractual obligations owed in 2017 through a combination of cash generated from operations and from draws on the revolving portion of our Credit Facility.

Off-Balance Sheet Arrangements

We do not have off-balance sheet arrangements, financings, or other relationships with other unconsolidated entities (other than our co-investment partnerships) or other persons, also known as variable interest entities not previously discussed.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our future income, cash flows, and fair values relevant to financial instruments depend upon prevailing market interest rates.

Market Risk

Our investment policy relating to cash and cash equivalents is to preserve principal and liquidity while maximizing the return through investment of available funds.

Effect of Changes in Interest Rates on our Outstanding Debt

Our interest rate risk objectives are to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we manage our exposure to fluctuations in market interest rates for a portion of our borrowings through the use of derivative financial instruments such as interest rate swaps or caps to mitigate our interest rate risk on a related financial instrument or to effectively lock the interest rate on a portion of our variable rate debt.  The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market interest rates.  The range of changes chosen reflects our view of changes which are reasonably possible over a one-year period.  Market values are the present value of projected future cash flows based on the market interest rates chosen.

As of December 31, 2016 our consolidated debt consisted of $1.5 billion of outstanding mortgages, unsecured senior notes, and unsecured term loans that are subject to fixed rates, including variable rate debt that is effectively fixed through our use of interest rate swaps.  Borrowings under our revolving credit facility are subject to floating rates.  Changes in market interest rates have different impacts on the fixed and variable rate portions of our debt portfolio.  A change in market interest rates on the fixed portion of the debt portfolio impacts the net financial instrument position, but has no impact on interest incurred or cash flows.  A change in market interest rates on the variable portion of the debt portfolio impacts the interest incurred and cash flows, but does not impact the net financial instrument position.

If market interest rates increase by 100 basis points, the fair value of our outstanding fixed-rate mortgage debt, unsecured senior notes, and unsecured term loans would decrease by approximately $78.8 million.  If market interest rates decrease by 100 basis points, the fair value of our outstanding fixed-rate mortgage debt, unsecured senior notes, and unsecured term loans would increase by approximately $87.4 million.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial statements required by this item appear with an Index to Financial Statements and Schedules, starting on page F-1 of this Report.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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ITEM 9A.  CONTROLS AND PROCEDURES

Controls and Procedures (Parent Company)

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Report, the Parent Company carried out an evaluation, under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act).

Based on that evaluation, the Parent Company’s chief executive officer and chief financial officer have concluded that the Parent Company’s disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information required to be disclosed by the Parent Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Parent Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in the Parent Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management’s report on internal control over financial reporting of the Parent Company is set forth on page F-2 of this Report, and is incorporated herein by reference. The effectiveness of the Parent Company’s internal control over financial reporting as of December 31, 2016 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report which is included herein.

Controls and Procedures (Operating Partnership)

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Report, the Operating Partnership carried out an evaluation, under the supervision and with the participation of its management, including the Operating Partnership’s chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Operating Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act).

Based on that evaluation, the Operating Partnership’s chief executive officer and chief financial officer have concluded that the Operating Partnership’s disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information required to be disclosed by the Operating Partnership in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Operating Partnership’s management, including the Operating Partnership’s chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in the Operating Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management’s report on internal control over financial reporting of the Operating Partnership is set forth on page F-3 of this Report, and is incorporated herein by reference. The effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2016 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report which is included herein.

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ITEM 9B.  OTHER INFORMATION

Not applicable.

PART III

ITEM 10.  TRUSTEES, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We have adopted a Code of Ethics for all of our employees, officers and trustees, including our principal executive officer and principal financial officer, which is available on our website at www.cubesmart.com.  We intend to disclose any amendment to, or a waiver from, a provision of our Code of Ethics on our website within four business days following the date of the amendment or waiver.

The remaining information required by this item regarding trustees, executive officers and corporate governance is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement for the Annual Shareholders Meeting to be held in 2017 (the “Proxy Statement”) under the captions “Proposal 1: Election of Trustees,” “Executive Officers,” “Meetings and Committees of the Board of Trustees,” and “Shareholder Proposals and Nominations for the 2017 Annual Meeting.”  The information required by this item regarding compliance with Section 16(a) of the Exchange Act is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance.”

ITEM 11.  EXECUTIVE COMPENSATION

The information required by this item is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the captions “Compensation Committee Report,” “Meetings and Committees of the Board of Trustees — Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Potential Payments Upon Termination or Change in Control,” and “Trustee Compensation.”

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth certain information regarding our equity compensation plans as of December 31, 2016.

						Number of securities remaining
	Number of securities to		Weighted-average			available for future issuance under
	be issued upon exercise		exercise price of			equity compensation plans
	of outstanding options,		outstanding options,			(excluding securities
Plan Category	warrants and rights		warrants and rights			reflected in column(a))
	(a)		(b)			(c)
Equity compensation plans approved by shareholders	1,939,690	(1)	$	12.94	(2)	5,471,377
Equity compensation plans not approved by shareholders	—
Total	1,939,690		$	12.94		5,471,377

(1) Excludes 512,788 shares subject to outstanding restricted share unit awards.

(2) This number reflects the weighted-average exercise price of outstanding options and has been calculated exclusive of outstanding restricted unit awards.

The information regarding security ownership of certain beneficial owners and management required by this item is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the caption “Security Ownership of Management” and “Security Ownership of Beneficial Owners.”

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND TRUSTEE INDEPENDENCE

The information required by this item is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the captions “Corporate Governance- Independence of Trustees,” “Policies and Procedures Regarding Review, Approval or Ratification of Transactions With Related Persons,” and “Transactions With Related Persons.”

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ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the captions “Audit Committee Matters - Fees Paid to Our Independent Registered Public Accounting Firm” and “- Audit Committee Pre-Approval Policies and Procedures.”

PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report:

1. Financial Statements.

The response to this portion of Item 15 is submitted as a separate section of this report.

2. Financial Statement Schedules.

The response to this portion of Item 15 is submitted as a separate section of this report.

3. Exhibits.

The list of exhibits filed with this Report is set forth in response to Item 15(b). The required exhibit index has been filed with the exhibits.

(b) Exhibits.  The following documents are filed as exhibits to this report:

3.1*	Articles of Amendment to the Declaration of Trust of CubeSmart, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on May 28, 2015.
3.2*	Articles of Restatement of the Declaration of Trust of CubeSmart, incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed on May 28, 2015.
3.3*	Articles Supplementary to Declaration of Trust of CubeSmart classifying and designating CubeSmart’s 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, incorporated by reference to Exhibit 3.3 to CubeSmart’s Form 8-A, filed on October 31, 2011.
3.4*	Articles of Amendment to the Declaration of Trust of CubeSmart, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on November 3, 2016.
3.5*	Third Amended and Restated Bylaws of CubeSmart, effective September 14, 2011, incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on September 16, 2011.
3.6*	Certificate of Limited Partnership of U-Store-It, L.P., incorporated by reference to Exhibit 3.1 to CubeSmart, L.P.’s Registration Statement on Form 10, filed on July 15, 2011.
3.7*	Amendment No. 1 to Certificate of Limited Partnership of CubeSmart, L.P., dated September 14, 2011, incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed on September 16, 2011.
3.8*	Second Amended and Restated Agreement of Limited Partnership of U-Store-It, L.P. dated as of October 27, 2004, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.
3.9*	Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of CubeSmart, L.P. dated as of September 14, 2011, incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K, filed on September 16, 2011.

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3.10*	Amendment No. 2 to Second Amended and Restated Agreement of Limited Partnership of CubeSmart, L.P. dated as of November 2, 2011, incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on November 2, 2011.
4.1*	Form of Common Share Certificate, incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Company’s Registration Statement on Form S-11, filed on October 20, 2004, File No. 333-117848.
4.2*	Form of Certificate for CubeSmart’s 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, incorporated by reference to Exhibit 4.1 to CubeSmart’s Form 8-A, filed on October 31, 2011.
4.3*	Indenture, dated as of September 16, 2011, among CubeSmart, L.P., CubeSmart and U.S. Bank National Association, incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-3, filed on September 16, 2011.
4.4*	First Supplemental Indenture, dated as of June 26, 2012, among the Company, the Operating Partnership and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on June 26, 2012.
4.5*	Form of $250 million aggregate principal amount of 4.80% senior note due July 15, 2022, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on June 26, 2012.
4.6*	Form of CubeSmart Notation of Guarantee, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on June 26, 2012.
4.7*	Second Supplemental Indenture, dated as of December 17, 2013, among the Company, the Operating Partnership and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on December 17, 2013.
4.8*	$250 million aggregate principal amount of 4.375% senior notes due December 15, 2023, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on December 17, 2013.
4.9*	CubeSmart Guarantee, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on December 17, 2013.
4.10*	Third Supplemental Indenture, dated as of October 26, 2015, among CubeSmart, CubeSmart, L.P. and U.S. Bank National Association, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 26, 2015.
4.11*	Form of $250 million aggregate principal amount of 4.000% senior note due November 15, 2025, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on October 26, 2015.
4.12*	Fourth Supplemental Indenture, dated as of August 15, 2016, among CubeSmart, CubeSmart, L.P. and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on August 15, 2016.
4.13*	Form of $300 million aggregate principal amount of 3.125% senior notes due September 1, 2026, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on August 15, 2016.
4.14*	Form of CubeSmart Guarantee, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on August 15, 2016.
10.1*†	Indemnification Agreement, dated as of October 27, 2004, by and among U-Store-It Trust, U-Store-It, L.P. and David J. LaRue (substantially identical agreements have been entered into with Dean Jernigan, Christopher P. Marr, Timothy M. Martin, Jeffrey P. Foster, William M. Diefenderfer III, Piero Bussani, John W. Fain, Marianne M. Keler, John F. Remondi, Jeffrey F. Rogatz, and Deborah R. Salzberg), incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.

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10.2*†	Nonqualified Share Option Agreement, dated as of June 5, 2006, by and between U-Store-It Trust and Christopher P. Marr, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 8, 2006.
10.3*†	Nonqualified Share Option Agreement, dated as of April 19, 2006, by and between U-Store-It Trust and Dean Jernigan, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on April 24, 2006.
10.4*†	Form of Restricted Share Agreement for Non-Employee Trustees under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.83 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 29, 2008.
10.5*†	Form of Nonqualified Share Option Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on May 10, 2007.
10.6*†	Form of Restricted Share Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on May 10, 2007.
10.7*†	Form of Nonqualified Share Option Agreement under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 25, 2008.
10.8*†	Form of Restricted Share Agreement under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 25, 2008.
10.9*†	U-Store-It Trust Trustees Deferred Compensation Plan, amended and restated effective January 1, 2009, incorporated by reference to Exhibit 10.78 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009.
10.10*†	U-Store-It Trust Executive Deferred Compensation Plan, amended and restated effective January 1, 2009, incorporated by reference to Exhibit 10.79 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009.
10.11*†	U-Store-It Trust Deferred Trustees Plan, effective as of May 31, 2005, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 6, 2005.
10.12*	Term Loan Agreement dated as of June 20, 2011 by and among U-Store-It, L.P., as Borrower, U-Store-It Trust, and Wells Fargo Securities, LLC and PNC Capital Markets LLC, as joint lead arrangers and joint bookrunners, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 23, 2011.
10.13*	Credit Agreement dated as of December 9, 2011 by and among CubeSmart, L.P., CubeSmart, Wells Fargo Securities, LLC and Merrill Lynch, Pierce Fenner & Smith Incorporated, as Revolver and Tranche A joint lead arrangers and joint bookrunners and Wells Fargo Securities, LLC, as Tranche B sole lead arranger and sole bookrunner, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 14, 2011.
10.14*†	Form of Restricted Share Agreement under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K, filed on February 28, 2013.
10.15*†	Form of Non-Qualified Share Option Agreement under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K, filed on February 28, 2013.
10.16*†	Form of 2012 Performance-Vested Restricted Share Unit Award Agreement under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 31, 2012.

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10.17*	First Amendment to Credit Agreement, dated as of April 5, 2012, by and among CubeSmart, L.P., CubeSmart, Wells Fargo Bank, National Association and each of the lenders party to the credit agreement dated December 9, 2011, incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on May 7, 2012.
10.18*†	Form of Restricted Share Unit Award Agreement (2-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K, filed on February 28, 2013.
10.19*†	Form of Performance-Vested Restricted Share Unit Award Agreement under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K, filed on February 28, 2013.
10.20*	Waiver of Ownership Limitation, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed on May 6, 2013.
10.21*	Form of Equity Distribution Agreement, dated May 7, 2013, by and among CubeSmart, CubeSmart, L.P. and each of Wells Fargo Securities, LLC, BMO Capital Markets Corp., Jefferies LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, incorporated by reference to Exhibit 1.1. to the Company’s Current Report on Form 8-K, filed on May 7, 2013.
10.22*	Second Amendment to Credit Agreement dated as of June 18, 2013 by and among CubeSmart, L.P., CubeSmart, Wells Fargo Bank, National Association, as Administrative Agent and each of the lenders, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on June 18, 2013.
10.23*	Second Amendment to Term Loan Agreement dated as of June 18, 2013 by and among CubeSmart, L.P., CubeSmart, Wells Fargo Bank, National Association, as Administrative Agent and each of the lenders, incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed on June 18, 2013.
10.24*†	Advisory Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, filed on November 8, 2013.
10.25*†	Executive Employment Agreement, entered into as of January 24, 2014 and effective as of January 1, 2014, by and between CubeSmart and Christopher P. Marr, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on January 28, 2014.
10.26*†	Form of Non-Qualified Share Option Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.58 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.
10.27*†	Form of Non-Qualified Share Option Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.59 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.
10.28*†	Form of Performance Share Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.60 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.
10.29*†	Form of Performance Share Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.61 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.
10.30*†	Form of Restricted Share Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.63 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.
10.31*†	Form of Restricted Share Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.64 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.

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10.32*†	Form of Restricted Share Award Agreement (5-Year Vesting) under the CubeSmart 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.65 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.
10.33*	Form of Amendment No. 1 to Equity Distribution Agreement, dated May 5, 2014, by and among CubeSmart, CubeSmart, L.P. and each of the Sales Agents (as defined therein), incorporated by reference to Exhibit 1.1. to the Company’s Current Report on Form 8-K, filed on May 5, 2014.
10.34*	Form of Amendment No. 2 to Equity Distribution Agreement, dated October 2, 2014, by and among CubeSmart, CubeSmart, L.P. and each of the Sales Agents (as defined therein), incorporated by reference to Exhibit 1.1. to the Company’s Current Report on Form 8-K, filed on October 2, 2014.
10.35*	Third Amendment to Credit Agreement, dated as of April 22, 2015, by and among CubeSmart, L.P., CubeSmart, Wells Fargo Bank, National Association, as Administrative Agent and each of the lenders party thereto, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on April 27, 2015.
10.36*	Fourth Amendment to Term Loan Agreement, dated as of April 22, 2015, by and among CubeSmart, L.P., CubeSmart, Wells Fargo Bank, National Association, as Administrative Agent and each of the lenders party thereto, incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed on April 27, 2015.
10.37*	Equity Distribution Agreement, dated December 30, 2015, by and among CubeSmart, CubeSmart, L.P. and Barclays Capital Inc., incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on December 30, 2015.
10.38*	Form of Amendment No. 3 to Equity Distribution Agreement, dated December 30, 2015, by and among CubeSmart, CubeSmart, L.P. and each of the Initial Sales Agents (as defined therein), incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K, filed on December 30, 2015.
10.39*†	Amended and Restated CubeSmart 2007 Equity Incentive Plan, effective June 1, 2016, incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement, filed on April 14, 2016.
10.40*†	First Amendment to Executive Employment Agreement, dated as of September 30, 2016, by and between CubeSmart and Chistopher P. Marr, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on September 30, 2016.
10.41*†	CubeSmart Executive Severance Plan, effective January 1, 2017, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on November 4, 2016.
10.42†	Form of Non-Qualified Share Option Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016.
10.43†	Form of Non-Qualified Share Option Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016.
10.44†	Form of Restricted Share Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016.
10.45†	Form of Restricted Share Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016.
10.46†	Form of Restricted Share Award Agreement (5-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016.
10.47†	Form of Restricted Share Unit Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016.
10.48†	Form of Restricted Share Unit Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016.

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10.49†	Form of Performance-Vested Restricted Share Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016.
10.50†	Form of Performance-Vested Restricted Share Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016.
10.51†	Form of Performance-Vested Restricted Share Unit Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016.
10.52†	Form of Performance-Vested Restricted Share Unit Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016.
12.1	Statement regarding Computation of Ratios of CubeSmart.
12.2	Statement regarding Computation of Ratios of CubeSmart, L.P.
21.1	List of Subsidiaries.
23.1	Consent of KPMG LLP relating to financial statements of CubeSmart.
23.2	Consent of KPMG LLP relating to financial statements of CubeSmart, L.P.
31.1	Certification of Chief Executive Officer of CubeSmart required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer of CubeSmart required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3	Certification of Chief Executive Officer of CubeSmart, L.P. required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4	Certification of Chief Financial Officer of CubeSmart, L.P. required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer of CubeSmart pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Executive Officer and Chief Financial Officer of CubeSmart, L.P. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Material Tax Considerations.
101	The following CubeSmart and CubeSmart, L.P. financial information for the year ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, detailed tagged and filed herewith.

*	Incorporated herein by reference as above indicated.
†	Denotes a management contract or compensatory plan, contract or arrangement.

ITEM 16.  FORM 10-K SUMMARY

We have opted not to provide a summary.

67

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

CUBESMART
By:	/s/  Timothy M. Martin
	Timothy M. Martin
	Chief Financial Officer

Date: February 17, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ William M. Diefenderfer III	Chairman of the Board of Trustees	February 17, 2017
William M. Diefenderfer III
/s/ Christopher P. Marr	Chief Executive Officer and Trustee	February 17, 2017
Christopher P. Marr	(Principal Executive Officer)
/s/ Timothy M. Martin	Chief Financial Officer	February 17, 2017
Timothy M. Martin	(Principal Financial and Accounting Officer)
/s/ Piero Bussani	Trustee	February 17, 2017
Piero Bussani
/s/ John W. Fain	Trustee	February 17, 2017
John W. Fain
/s/ Marianne M. Keler	Trustee	February 17, 2017
Marianne M. Keler
/s/ John F. Remondi	Trustee	February 17, 2017
John F. Remondi
/s/ Jeffrey F. Rogatz	Trustee	February 17, 2017
Jeffrey F. Rogatz
/s/ Deborah Ratner Salzberg	Trustee	February 17, 2017
Deborah Ratner Salzberg

68

FINANCIAL STATEMENTS
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

	Page No.
Consolidated Financial Statements of CUBESMART and CUBESMART, L.P. (the “Company”)
Management’s Report on CubeSmart Internal Control Over Financial Reporting	F-2
Management’s Report on CubeSmart, L.P. Internal Control Over Financial Reporting	F-3
Reports of Independent Registered Public Accounting Firm	F-4
CubeSmart and Subsidiaries Consolidated Balance Sheets as of December 31, 2016 and 2015	F-8
CubeSmart and Subsidiaries Consolidated Statements of Operations for the years ended December 31, 2016, 2015, and 2014	F-9
CubeSmart and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2016, 2015, and 2014	F-10
CubeSmart and Subsidiaries Consolidated Statements of Equity for the years ended December 31, 2016, 2015, and 2014	F-11
CubeSmart and Subsidiaries Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015, and 2014	F-12
CubeSmart, L.P. and Subsidiaries Consolidated Balance Sheets as of December 31, 2016 and 2015	F-13
CubeSmart, L.P. and Subsidiaries Consolidated Statements of Operations for the years ended December 31, 2016, 2015, and 2014	F-14
CubeSmart, L.P. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2016, 2015, and 2014	F-15
CubeSmart, L.P. and Subsidiaries Consolidated Statements of Capital for the years ended December 31, 2016, 2015, and 2014	F-16
CubeSmart, L.P. and Subsidiaries Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015, and 2014	F-17
Notes to Consolidated Financial Statements	F-18

F-1

MANAGEMENT’S REPORT ON CUBESMART INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of CubeSmart (the “REIT”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under Section 404 of the Sarbanes-Oxley Act of 2002, the REIT’s management is required to assess the effectiveness of the REIT’s internal control over financial reporting as of the end of each fiscal year, and report on the basis of that assessment whether the REIT’s internal control over financial reporting is effective.

The REIT’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The REIT’s internal control over financial reporting includes those policies and procedures that:

· pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and the disposition of the assets of the REIT;

· provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that the receipts and expenditures of the REIT are being made only in accordance with the authorization of the REIT’s management and its Board of Trustees; and

· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the REIT’s assets that could have a material effect on the financial statements.

There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even an effective internal control system can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of an internal control system may vary over time.

Under the supervision, and with the participation, of the REIT’s management, including the principal executive officer and principal financial officer, management conducted a review, evaluation, and assessment of the effectiveness of our internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  In performing its assessment of the effectiveness of internal control over financial reporting, management has concluded that, as of December 31, 2016, the REIT’s internal control over financial reporting was effective based on the COSO framework.

The effectiveness of our internal control over financial reporting as of December 31, 2016, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report that appears herein.

February 17, 2017

F-2

MANAGEMENT’S REPORT ON CUBESMART, L.P. INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of CubeSmart, L.P. (the “Partnership”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under Section 404 of the Sarbanes-Oxley Act of 2002, the Partnership’s management is required to assess the effectiveness of the Partnership’s internal control over financial reporting as of the end of each fiscal year, and report on the basis of that assessment whether the Partnership’s internal control over financial reporting is effective.

The Partnership’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Partnership’s internal control over financial reporting includes those policies and procedures that:

· pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and the disposition of the assets of the Partnership;

· provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that the receipts and expenditures of the Partnership are being made only in accordance with the authorization of the Partnership’s management and its Board of Trustees; and

· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even an effective internal control system can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of an internal control system may vary over time.

Under the supervision, and with the participation, of the Partnership’s management, including the principal executive officer and principal financial officer, management conducted a review, evaluation, and assessment of the effectiveness of our internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In performing its assessment of the effectiveness of internal control over financial reporting, management has concluded that, as of December 31, 2016, the Partnership’s internal control over financial reporting was effective based on the COSO framework.

The effectiveness of our internal control over financial reporting as of December 31, 2016, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report that appears herein.

February 17, 2017

F-3

Report of Independent Registered Public Accounting Firm

The Board of Trustees and Shareholders of

CubeSmart:

We have audited the accompanying consolidated balance sheets of CubeSmart and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2016. In connection with our audits of the consolidated financial statements, we have also audited financial statement Schedule III.  These consolidated financial statements and financial statement schedule are the responsibility of CubeSmart’s management.  Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CubeSmart and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 18 to the consolidated financial statements, the Company changed its method for reporting discontinued operations as of January 1, 2014.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), CubeSmart’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 17, 2017, expressed an unqualified opinion on the effectiveness of CubeSmart’s internal control over financial reporting.

/s/ KPMG LLP

Philadelphia, Pennsylvania

February 17, 2017

F-4

Report of Independent Registered Public Accounting Firm

The Partners of

CubeSmart, L.P.:

We have audited the accompanying consolidated balance sheets of CubeSmart, L.P. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows for each of the years in the three-year period ended December 31, 2016. In connection with our audits of the consolidated financial statements, we have also audited financial statement Schedule III.  These consolidated financial statements and financial statement schedule are the responsibility of CubeSmart, L.P.’s management.  Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CubeSmart, L.P. and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 18 to the consolidated financial statements, the Company changed its method for reporting discontinued operations as of January 1, 2014.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), CubeSmart, L.P.’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 17, 2017, expressed an unqualified opinion on the effectiveness of CubeSmart, L.P.’s internal control over financial reporting.

/s/ KPMG LLP

Philadelphia, Pennsylvania

February 17, 2017

F-5

Report of Independent Registered Public Accounting Firm

The Board of Trustees and Shareholders of

CubeSmart:

We have audited CubeSmart’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). CubeSmart's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on CubeSmart Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, CubeSmart maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of CubeSmart and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2016, and our report dated February 17, 2017 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Philadelphia, Pennsylvania

February 17, 2017

F-6

Report of Independent Registered Public Accounting Firm

The Partners of

CubeSmart, L.P.:

We have audited CubeSmart, L.P.’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). CubeSmart, L.P.'s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on CubeSmart, L.P. Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, CubeSmart, L.P. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of CubeSmart, L.P. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows for each of the years in the three-year period ended December 31, 2016, and our report dated February 17, 2017 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Philadelphia, Pennsylvania

February 17, 2017

F-7

CUBESMART AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	December 31,		December 31,
	2016		2015
ASSETS
Storage properties	$	3,998,180	$	3,467,032
Less: Accumulated depreciation		(671,364)		(594,049)
Storage properties, net (including VIE assets of $208,048 and $136,274, respectively)		3,326,816		2,872,983
Cash and cash equivalents		2,973		62,869
Restricted cash		7,893		24,600
Loan procurement costs, net of amortization		2,150		2,800
Investment in real estate ventures, at equity		98,682		97,281
Other assets, net		36,514		43,631
Total assets	$	3,475,028	$	3,104,164
LIABILITIES AND EQUITY
Unsecured senior notes, net	$	1,039,076	$	741,904
Revolving credit facility		43,300		—
Unsecured term loans, net		398,749		398,183
Mortgage loans and notes payable, net		114,618		111,455
Accounts payable, accrued expenses and other liabilities		93,764		85,034
Distributions payable		49,239		38,685
Deferred revenue		20,226		17,519
Security deposits		412		403
Total liabilities		1,759,384		1,393,183
Noncontrolling interests in the Operating Partnership		54,407		66,128
Commitments and contingencies
Equity
7.75% Series A Preferred shares $.01 par value, 0 and 3,220,000 shares authorized at December 31, 2016 and December 31, 2015, respectively, 0 and 3,100,000 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively		—		31
Common shares $.01 par value, 400,000,000 shares authorized, 180,083,111 and 174,667,870 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively		1,801		1,747
Additional paid-in capital		2,314,014		2,231,181
Accumulated other comprehensive loss		(1,850)		(4,978)
Accumulated deficit		(658,583)		(584,654)
Total CubeSmart shareholders’ equity		1,655,382		1,643,327
Noncontrolling interests in subsidiaries		5,855		1,526
Total equity		1,661,237		1,644,853
Total liabilities and equity	$	3,475,028	$	3,104,164

See accompanying notes to the consolidated financial statements.

F-8

CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	For the year ended December 31,
	2016		2015		2014
REVENUES
Rental income	$	449,601	$	392,476	$	330,898
Other property related income		50,255		45,189		40,065
Property management fee income		10,183		6,856		6,000
Total revenues		510,039		444,521		376,963
OPERATING EXPENSES
Property operating expenses		165,847		153,172		132,701
Depreciation and amortization		161,865		151,789		126,813
General and administrative		32,823		28,371		28,422
Acquisition related costs		6,552		3,301		7,484
Total operating expenses		367,087		336,633		295,420
OPERATING INCOME		142,952		107,888		81,543
OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans		(50,399)		(43,736)		(46,802)
Loan procurement amortization expense		(2,577)		(2,324)		(2,190)
Equity in losses of real estate ventures		(2,662)		(411)		(6,255)
Gains from sale of real estate, net		—		17,567		475
Other		1,062		(228)		(405)
Total other expense		(54,576)		(29,132)		(55,177)
INCOME FROM CONTINUING OPERATIONS		88,376		78,756		26,366
DISCONTINUED OPERATIONS
Income from discontinued operations		—		—		336
Total discontinued operations		—		—		336
NET INCOME		88,376		78,756		26,702
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Noncontrolling interests in the Operating Partnership		(941)		(960)		(307)
Noncontrolling interest in subsidiaries		470		(84)		(16)
NET INCOME ATTRIBUTABLE TO THE COMPANY		87,905		77,712		26,379
Distribution to preferred shareholders		(5,045)		(6,008)		(6,008)
Preferred share redemption charge		(2,937)		—		—
NET INCOME ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS	$	79,923	$	71,704	$	20,371
Basic earnings per share from continuing operations attributable to common shareholders	$	0.45	$	0.43	$	0.13
Basic earnings per share from discontinued operations attributable to common shareholders	$	—	$	—	$	0.01
Basic earnings per share attributable to common shareholders	$	0.45	$	0.43	$	0.14
Diluted earnings per share from continuing operations attributable to common shareholders	$	0.45	$	0.42	$	0.13
Diluted earnings per share from discontinued operations attributable to common shareholders	$	—	$	—	$	0.01
Diluted earnings per share attributable to common shareholders	$	0.45	$	0.42	$	0.14
Weighted-average basic shares outstanding		178,246		168,640		149,107
Weighted-average diluted shares outstanding		179,533		170,191		150,863
AMOUNTS ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS:
Income from continuing operations	$	79,923	$	71,704	$	20,040
Total discontinued operations		—		—		331
Net income	$	79,923	$	71,704	$	20,371

See accompanying notes to the consolidated financial statements.

F-9

CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	For the year ended December 31,
	2016		2015		2014
NET INCOME	$	88,376	$	78,756	$	26,702
Other comprehensive income (loss):
Unrealized losses on interest rate swaps		(1,247)		(3,409)		(3,944)
Reclassification of realized losses on interest rate swaps		4,412		6,263		6,408
Unrealized loss on foreign currency translation		—		(249)		(175)
Reclassification of realized loss on foreign currency translation		—		1,199		—
OTHER COMPREHENSIVE INCOME		3,165		3,804		2,289
COMPREHENSIVE INCOME		91,541		82,560		28,991
Comprehensive income attributable to noncontrolling interests in the Operating Partnership		(978)		(992)		(338)
Comprehensive loss (income) attributable to noncontrolling interest in subsidiaries		470		(75)		(19)
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY	$	91,033	$	81,493	$	28,634

See accompanying notes to the consolidated financial statements.

F-10

CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands)

																			Noncontrolling
																			Interests
	Common			Preferred			Additional		Accumulated Other				Total		Noncontrolling				in the
	Shares			Shares			Paid-in		Comprehensive		Accumulated		Shareholders’		Interests in		Total		Operating
	Number	Amount		Number	Amount		Capital		(Loss) Income		Deficit		Equity		Subsidiaries		Equity		Partnership
Balance at December 31, 2013	139,328	$	1,393	3,100	$	31	$	1,542,703	$	(11,014)	$	(440,837)	$	1,092,276	$	931	$	1,093,207	$	36,275
Contributions from noncontrolling interest in subsidiaries																642		642
Issuance of common shares, net	22,704		227					415,774						416,001				416,001
Issuance of restricted shares	482		5											5				5
Conversion from units to shares	18		—					308						308				308		(308)
Exercise of stock options	1,425		14					13,788						13,802				13,802
Amortization of restricted shares								182						182				182
Share compensation expense								1,553						1,553				1,553
Adjustment for noncontrolling interests in the Operating Partnership												(14,761)		(14,761)				(14,761)		14,761
Net income												26,379		26,379		16		26,395		307
Other comprehensive income (loss), net:										2,255				2,255		3		2,258		31
Preferred share distributions												(6,008)		(6,008)				(6,008)
Common share distributions												(83,966)		(83,966)				(83,966)		(1,243)
Balance at December 31, 2014	163,957	$	1,639	3,100	$	31	$	1,974,308	$	(8,759)	$	(519,193)	$	1,448,026	$	1,592	$	1,449,618	$	49,823
Contributions from noncontrolling interest in subsidiaries																178		178
Distributions to noncontrolling interests in subsidiaries																(319)		(319)
Issuance of common shares, net	8,978		91					233,970						234,061				234,061
Issuance of restricted shares	161		1											1				1
Issuance of OP Shares																				500
Conversion from units to shares	118		2					3,273						3,275				3,275		(3,275)
Exercise of stock options	1,454		14					17,475						17,489				17,489
Amortization of restricted shares								1,166						1,166				1,166
Share compensation expense								989						989				989
Adjustment for noncontrolling interests in the Operating Partnership												(19,619)		(19,619)				(19,619)		19,619
Net income												77,712		77,712		84		77,796		960
Other comprehensive income (loss), net:										3,781				3,781		(9)		3,772		32
Preferred share distributions												(6,008)		(6,008)				(6,008)
Common share distributions												(117,546)		(117,546)				(117,546)		(1,531)
Balance at December 31, 2015	174,668	$	1,747	3,100	$	31	$	2,231,181	$	(4,978)	$	(584,654)	$	1,643,327	$	1,526	$	1,644,853	$	66,128
Contributions from noncontrolling interest in subsidiaries																4,799		4,799
Issuance of common shares, net	4,408		44					136,077						136,121				136,121
Issuance of restricted shares	123		1											1				1
Issuance of OP Shares																				1,500
Conversion from units to shares	188		2					4,874						4,876				4,876		(4,876)
Exercise of stock options	696		7					13,276						13,283				13,283
Amortization of restricted shares								1,952						1,952				1,952
Share compensation expense								1,260						1,260				1,260
Adjustment for noncontrolling interests in the Operating Partnership												7,388		7,388				7,388		(7,388)
Net income (loss)												87,905		87,905		(470)		87,435		941
Other comprehensive income (loss), net:										3,128				3,128				3,128		37
Preferred share distributions												(5,045)		(5,045)				(5,045)
Preferred share redemption				(3,100)		(31)		(74,606)				(2,937)		(77,574)				(77,574)
Common share distributions												(161,240)		(161,240)				(161,240)		(1,935)
Balance at December 31, 2016	180,083	$	1,801	—	$	—	$	2,314,014	$	(1,850)	$	(658,583)	$	1,655,382	$	5,855	$	1,661,237	$	54,407

See accompanying notes to the consolidated financial statements.

F-11

CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	For the year ended December 31,
	2016		2015		2014
Operating Activities
Net income	$	88,376	$	78,756	$	26,702
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		164,442		154,113		129,003
Equity in losses of real estate ventures		2,662		411		6,255
Gains from sale of real estate, net		—		(17,567)		(475)
Equity compensation expense		3,212		2,155		1,735
Accretion of fair market value adjustment of debt		(1,138)		(1,429)		(1,685)
Changes in other operating accounts:
Restricted cash		591		743		411
Other assets		(3,930)		(2,519)		808
Accounts payable and accrued expenses		7,862		(438)		2,699
Other liabilities		1,449		1,480		579
Net cash provided by operating activities	$	263,526	$	215,705	$	166,032
Investing Activities
Acquisitions of storage properties		(366,666)		(275,726)		(547,515)
Additions and improvements to storage properties		(30,971)		(24,695)		(19,967)
Development costs		(143,713)		(81,315)		(23,566)
Investment in real estate ventures, at equity		(12,176)		(8,433)		(2,550)
Cash distributed from real estate ventures		8,113		6,451		56,896
Proceeds from sale of real estate, net		—		9,041		13,475
Fundings of notes receivable		—		(4,100)		—
Proceeds from notes receivable		—		4,100		—
Change in restricted cash		942		69		528
Net cash used in investing activities	$	(544,471)	$	(374,608)	$	(522,699)
Financing Activities
Proceeds from:
Unsecured senior notes		298,512		249,338		—
Revolving credit facility		958,200		731,320		712,500
Principal payments on:
Revolving credit facility		(914,900)		(809,320)		(673,100)
Mortgage loans and notes payable		(37,260)		(84,905)		(30,149)
Loan procurement costs		(2,467)		(4,433)		(274)
Proceeds from issuance of common shares, net		136,122		234,062		416,006
Redemption of preferred shares		(77,574)		—		—
Exercise of stock options		13,283		17,489		13,802
Contributions from noncontrolling interests in subsidiaries		4,799		178		642
Distributions paid to noncontrolling interests in subsidiaries		—		(319)		—
Distributions paid to common shareholders		(149,280)		(107,093)		(75,849)
Distributions paid to preferred shareholders		(6,545)		(6,008)		(6,008)
Distributions paid to noncontrolling interests in Operating Partnership		(1,841)		(1,438)		(1,178)
Net cash provided by financing activities	$	221,049	$	218,871	$	356,392
Change in cash and cash equivalents		(59,896)		59,968		(275)
Cash and cash equivalents at beginning of year		62,869		2,901		3,176
Cash and cash equivalents at end of year	$	2,973	$	62,869	$	2,901
Supplemental Cash Flow and Noncash Information
Cash paid for interest, net of interest capitalized	$	53,085	$	46,216	$	50,024
Supplemental disclosure of noncash activities:
Restricted cash - acquisition of storage properties	$	(22,019)	$	(14,353)	$	—
Restricted cash - disposition of real estate	$	—	$	36,372	$	—
Accretion of liability	$	31,426	$	16,929	$	8,977
Derivative valuation adjustment	$	3,165	$	2,854	$	2,464
Foreign currency translation adjustment	$	—	$	(249)	$	(175)
Discount on issuance of unsecured senior notes	$	1,488	$	662	$	—
Mortgage loan assumptions	$	41,513	$	2,695	$	27,467
Preferred share redemption	$	2,863	$	—	$	—

See accompanying notes to the consolidated financial statements.

F-12

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

	December 31,
	2016		2015
ASSETS
Storage properties	$	3,998,180	$	3,467,032
Less: Accumulated depreciation		(671,364)		(594,049)
Storage properties, net (including VIE assets of $208,048 and $136,274, respectively)		3,326,816		2,872,983
Cash and cash equivalents		2,973		62,869
Restricted cash		7,893		24,600
Loan procurement costs, net of amortization		2,150		2,800
Investment in real estate ventures, at equity		98,682		97,281
Other assets, net		36,514		43,631
Total assets	$	3,475,028	$	3,104,164
LIABILITIES AND CAPITAL
Unsecured senior notes, net	$	1,039,076	$	741,904
Revolving credit facility		43,300		—
Unsecured term loans, net		398,749		398,183
Mortgage loans and notes payable, net		114,618		111,455
Accounts payable, accrued expenses and other liabilities		93,764		85,034
Distributions payable		49,239		38,685
Deferred revenue		20,226		17,519
Security deposits		412		403
Total liabilities		1,759,384		1,393,183
Limited Partnership interests of third parties		54,407		66,128
Commitments and contingencies
Capital
Operating Partner		1,657,232		1,648,305
Accumulated other comprehensive loss		(1,850)		(4,978)
Total CubeSmart, L.P. capital		1,655,382		1,643,327
Noncontrolling interests in subsidiaries		5,855		1,526
Total capital		1,661,237		1,644,853
Total liabilities and capital	$	3,475,028	$	3,104,164

See accompanying notes to the consolidated financial statements.

F-13

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per common unit data)

	For the year ended December 31,
	2016		2015		2014
REVENUES
Rental income	$	449,601	$	392,476	$	330,898
Other property related income		50,255		45,189		40,065
Property management fee income		10,183		6,856		6,000
Total revenues		510,039		444,521		376,963
OPERATING EXPENSES
Property operating expenses		165,847		153,172		132,701
Depreciation and amortization		161,865		151,789		126,813
General and administrative		32,823		28,371		28,422
Acquisition related costs		6,552		3,301		7,484
Total operating expenses		367,087		336,633		295,420
OPERATING INCOME		142,952		107,888		81,543
OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans		(50,399)		(43,736)		(46,802)
Loan procurement amortization expense		(2,577)		(2,324)		(2,190)
Equity in losses of real estate ventures		(2,662)		(411)		(6,255)
Gains from sale of real estate, net		—		17,567		475
Other		1,062		(228)		(405)
Total other expense		(54,576)		(29,132)		(55,177)
INCOME FROM CONTINUING OPERATIONS		88,376		78,756		26,366
DISCONTINUED OPERATIONS
Income from discontinued operations		—		—		336
Total discontinued operations		—		—		336
NET INCOME		88,376		78,756		26,702
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Noncontrolling interest in subsidiaries		470		(84)		(16)
NET INCOME ATTRIBUTABLE TO CUBESMART L.P.		88,846		78,672		26,686
Operating Partnership interests of third parties		(941)		(960)		(307)
NET INCOME ATTRIBUTABLE TO OPERATING PARTNER		87,905		77,712		26,379
Distribution to preferred unitholders		(5,045)		(6,008)		(6,008)
Preferred unit redemption charge		(2,937)		—		—
NET INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS	$	79,923	$	71,704	$	20,371
Basic earnings per unit from continuing operations attributable to common unitholders	$	0.45	$	0.43	$	0.13
Basic earnings per unit from discontinued operations attributable to common unitholders	$	—	$	—	$	0.01
Basic earnings per unit attributable to common unitholders	$	0.45	$	0.43	$	0.14
Diluted earnings per unit attributable to common unitholders	$	0.45	$	0.42	$	0.13
Diluted earnings per unit from discontinued operations attributable to common unitholders	$	—	$	—	$	0.01
Diluted earnings per unit attributable to common unitholders	$	0.45	$	0.42	$	0.14
Weighted-average basic units outstanding		178,246		168,640		149,107
Weighted-average diluted units outstanding		179,533		170,191		150,863
AMOUNTS ATTRIBUTABLE TO COMMON UNITHOLDERS:
Income from continuing operations	$	79,923	$	71,704	$	20,040
Total discontinued operations		—		—		331
Net income	$	79,923	$	71,704	$	20,371

See accompanying notes to the consolidated financial statements.

F-14

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	For the year ended December 31,
	2016		2015		2014
NET INCOME	$	88,376	$	78,756	$	26,702
Other comprehensive income (loss):
Unrealized losses on interest rate swaps		(1,247)		(3,409)		(3,944)
Reclassification of realized losses on interest rate swaps		4,412		6,263		6,408
Unrealized loss on foreign currency translation		—		(249)		(175)
Reclassification of realized loss on foreign currency translation		—		1,199		—
OTHER COMPREHENSIVE INCOME		3,165		3,804		2,289
COMPREHENSIVE INCOME		91,541		82,560		28,991
Comprehensive income attributable to Operating Partnership interests of third parties		(978)		(992)		(338)
Comprehensive loss (income) attributable to noncontrolling interest in subsidiaries		470		(75)		(19)
COMPREHENSIVE INCOME ATTRIBUTABLE TO OPERATING PARTNER	$	91,033	$	81,493	$	28,634

See accompanying notes to the consolidated financial statements.

F-15

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CAPITAL

(in thousands)

	Number of Common OP		Number of Preferred OP			Accumulated Other		Total		Noncontrolling				Operating Partnership
	Units		Units		Operating	Comprehensive		CubeSmart L.P.		Interest in		Total		Interests
	Outstanding		Outstanding		Partner	(Loss) Income		Capital		Subsidiaries		Capital		of Third Parties
Balance at December 31, 2013	139,328	$	3,100	$	1,103,290	$	(11,014)	$	1,092,276	$	931	$	1,093,207	$	36,275
Contributions from noncontrolling interest in subsidiaries											642		642
Issuance of common OP units, net	22,704				416,001				416,001				416,001
Issuance of restricted OP units	482				5				5				5
Conversion from OP units to shares	18				308				308				308		(308)
Exercise of OP unit options	1,425				13,802				13,802				13,802
Amortization of restricted OP units					182				182				182
OP unit compensation expense					1,553				1,553				1,553
Adjustment for Operating Partnership interests of third parties					(14,761)				(14,761)				(14,761)		14,761
Net income					26,379				26,379		16		26,395		307
Other comprehensive income (loss), net:							2,255		2,255		3		2258		31
Preferred OP unit distributions					(6,008)				(6,008)				(6,008)
Common OP unit distributions					(83,966)				(83,966)				(83,966)		(1,243)
Balance at December 31, 2014	163,957	$	3,100	$	1,456,785	$	(8,759)	$	1,448,026	$	1,592	$	1,449,618	$	49,823
Contributions from noncontrolling interest in subsidiaries											178		178
Distributions to noncontrolling interests in subsidiaries											(319)		(319)
Issuance of common OP units, net	8,978				234,061				234,061				234,061
Issuance of restricted OP units	161				1				1				1
Issuance of OP Shares									0						500
Conversion from OP units to shares	118				3,275				3,275				3,275		(3,275)
Exercise of OP unit options	1,454				17,489				17,489				17,489
Amortization of restricted OP units					1,166				1,166				1,166
OP unit compensation expense					989				989				989
Adjustment for Operating Partnership interests of third parties					(19,619)				(19,619)				(19,619)		19,619
Net income					77,712				77,712		84		77,796		960
Other comprehensive income (loss), net:							3,781		3,781		(9)		3,772		32
Preferred OP unit distributions					(6,008)				(6,008)				(6,008)
Common OP unit distributions					(117,546)				(117,546)				(117,546)		(1,531)
Balance at December 31, 2015	174,668	$	3,100	$	1,648,305	$	(4,978)	$	1,643,327	$	1,526	$	1,644,853	$	66,128
Contributions from noncontrolling interest in subsidiaries											4,799		4,799
Issuance of common OP units, net	4,408				136,121				136,121				136,121
Issuance of restricted OP units	123				1				1				1
Issuance of OP Shares	188				4,876				4,876				4,876		1,500
Conversion from OP units to shares															(4,876)
Exercise of OP unit options	696				13,283				13,283				13,283
Amortization of restricted OP units					1,952				1,952				1,952
OP unit compensation expense					1,260				1,260				1,260
Adjustment for Operating Partnership interests of third parties					7,388				7,388				7,388		(7,388)
Net income (loss)					87,905				87,905		(470)		87,435		941
Other comprehensive income (loss), net:							3,128		3,128				3,128		37
Preferred OP unit distributions					(5,045)				(5,045)				(5,045)
Preferred OP unit redemption			(3,100)		(77,574)				(77,574)				(77,574)
Common OP unit distributions					(161,240)				(161,240)				(161,240)		(1,935)
Balance at December 31, 2016	180,083	$	—	$	1,657,232	$	(1,850)	$	1,655,382	$	5,855	$	1,661,237	$	54,407

See accompanying notes to the consolidated financial statements.

F-16

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	For the year ended December 31,
	2016		2015		2014
Operating Activities
Net income	$	88,376	$	78,756	$	26,702
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		164,442		154,113		129,003
Equity in losses of real estate ventures		2,662		411		6,255
Gains from sale of real estate, net		—		(17,567)		(475)
Equity compensation expense		3,212		2,155		1,735
Accretion of fair market value adjustment of debt		(1,138)		(1,429)		(1,685)
Changes in other operating accounts:
Restricted cash		591		743		411
Other assets		(3,930)		(2,519)		808
Accounts payable and accrued expenses		7,862		(438)		2,699
Other liabilities		1,449		1,480		579
Net cash provided by operating activities	$	263,526	$	215,705	$	166,032
Investing Activities
Acquisitions of storage properties		(366,666)		(275,726)		(547,515)
Additions and improvements to storage properties		(30,971)		(24,695)		(19,967)
Development costs		(143,713)		(81,315)		(23,566)
Investment in real estate ventures, at equity		(12,176)		(8,433)		(2,550)
Cash distributed from real estate ventures		8,113		6,451		56,896
Proceeds from sale of real estate, net		—		9,041		13,475
Fundings of notes receivable		—		(4,100)		—
Proceeds from notes receivable		—		4,100		—
Change in restricted cash		942		69		528
Net cash used in investing activities	$	(544,471)	$	(374,608)	$	(522,699)
Financing Activities
Proceeds from:
Unsecured senior notes		298,512		249,338		—
Revolving credit facility		958,200		731,320		712,500
Principal payments on:
Revolving credit facility		(914,900)		(809,320)		(673,100)
Mortgage loans and notes payable		(37,260)		(84,905)		(30,149)
Loan procurement costs		(2,467)		(4,433)		(274)
Proceeds from issuance of common OP units		136,122		234,062		416,006
Redemption of preferred units		(77,574)		—		—
Exercise of OP unit options		13,283		17,489		13,802
Contributions from noncontrolling interests in subsidiaries		4,799		178		642
Distributions paid to noncontrolling interests in subsidiaries		—		(319)		—
Distributions paid to common OP unitholders		(151,121)		(108,531)		(77,027)
Distributions paid to preferred OP unitholders		(6,545)		(6,008)		(6,008)
Net cash provided by financing activities	$	221,049	$	218,871	$	356,392
Change in cash and cash equivalents		(59,896)		59,968		(275)
Cash and cash equivalents at beginning of year		62,869		2,901		3,176
Cash and cash equivalents at end of year	$	2,973	$	62,869	$	2,901
Supplemental Cash Flow and Noncash Information
Cash paid for interest, net of interest capitalized	$	53,085	$	46,216	$	50,024
Supplemental disclosure of noncash activities:
Restricted cash - acquisition of storage properties	$	(22,019)	$	(14,353)	$	—
Restricted cash - disposition of real estate	$	—	$	36,372	$	—
Accretion of liability	$	31,426	$	16,929	$	8,977
Derivative valuation adjustment	$	3,165	$	2,854	$	2,464
Foreign currency translation adjustment	$	—	$	(249)	$	(175)
Discount on issuance of unsecured senior notes	$	1,488	$	662	$	—
Mortgage loan assumptions	$	41,513	$	2,695	$	27,467
Preferred unit redemption	$	2,863	$	—	$	—

See accompanying notes to the consolidated financial statements.

F-17

CUBESMART AND CUBESMART L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  ORGANIZATION AND NATURE OF OPERATIONS

CubeSmart (the “Parent Company”) operates as a self-managed and self-administered real estate investment trust (“REIT”) with its operations conducted solely through CubeSmart, L.P. and its subsidiaries.  CubeSmart, L.P., a Delaware limited partnership (the “Operating Partnership”), operates through an umbrella partnership structure, with the Parent Company, a Maryland REIT, as its sole general partner.  In the notes to the consolidated financial statements, we use the terms the “Company”, “we”, or “our” to refer to the Parent Company and the Operating Partnership together, unless the context indicates otherwise.  As of December 31, 2016, the Company owned self-storage properties located in 23 states throughout the United States and in the District of Columbia which are presented under one reportable segment: the Company owns, operates, develops, manages, and acquires self-storage properties.

As of December 31, 2016, the Parent Company owned approximately 98.9% of the partnership interests (“OP Units”) of the Operating Partnership.  The remaining OP Units, consisting exclusively of limited partner interests, are held by persons who contributed their interests in properties to us in exchange for OP Units.  Under the partnership agreement, these persons have the right to tender their OP Units for redemption to the Operating Partnership at any time for cash equal to the fair value of an equivalent number of common shares of the Parent Company.  In lieu of delivering cash, however, the Parent Company, as the Operating Partnership’s general partner, may, at its option, choose to acquire any OP Units so tendered by issuing common shares in exchange for the tendered OP Units.  If the Parent Company so chooses, its common shares will be exchanged for OP Units on a one-for-one basis.  This one-for-one exchange ratio is subject to adjustment to prevent dilution.  With each such exchange or redemption, the Parent Company’s percentage ownership in the Operating Partnership will increase.  In addition, whenever the Parent Company issues common or other classes of its shares, it contributes the net proceeds it receives from the issuance to the Operating Partnership and the Operating Partnership issues to the Parent Company an equal number of OP Units or other partnership interests having preferences and rights that mirror the preferences and rights of the shares issued.  This structure is commonly referred to as an umbrella partnership REIT or “UPREIT”.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include all of the accounts of the Company, and its majority-owned and/or controlled subsidiaries.  The portion of these entities not owned by the Company is presented as noncontrolling interests as of and during the periods consolidated.  All significant intercompany accounts and transactions have been eliminated in consolidation.

When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity (“VIE”), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued on the consolidation of VIEs. When an entity is not deemed to be a VIE, the Company considers the provisions of additional guidance to determine whether a general partner, or the general partners as a group, controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary, and (ii) entities that are non-VIEs which the Company controls and which the limited partners do not have the ability to dissolve or remove the Company without cause nor substantive participating rights.

The Company adopted Accounting Standard Update (“ASU”) No. 2015-02, Consolidation – Amendments to the Consolidation Analysis, as of January 1, 2016. The Company evaluated the application of this guidance and concluded that there were no changes to any previous conclusions with respect to consolidation accounting for any of its interests in less than wholly owned joint ventures. However, the Operating Partnership now meets the criteria as a VIE. The Parent Company’s sole significant asset is its investment in the Operating Partnership. As a result, substantially all of the Parent Company’s assets and liabilities represent those assets and liabilities of the Operating Partnership. All of the Parent Company’s debt is an obligation of the Operating Partnership.

Noncontrolling Interests

The Financial Accounting Standards Board (“FASB”) issued authoritative guidance regarding noncontrolling interests in consolidated financial statements which was effective on January 1, 2009.  The guidance states that noncontrolling interests are the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent.  The ownership interests in the subsidiary that are held by owners other than the parent are noncontrolling interests.  Under the guidance, such noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity.  On the consolidated statements of operations, revenues, expenses, and net income or loss from controlled or consolidated entities that are less than wholly owned are reported at the consolidated

F-18

amounts, including both the amounts attributable to the Company and noncontrolling interests.  Presentation of consolidated equity activity is included for both quarterly and annual financial statements, including beginning balances, activity for the period, and ending balances for shareholders’ equity, noncontrolling interests and total equity.

However, per the FASB issued authoritative guidance on the classification and measurement of redeemable securities, securities that are redeemable for cash or other assets at the option of the holder, not solely within the control of the issuer, must be classified outside of permanent equity.  This would result in certain outside ownership interests being included as redeemable noncontrolling interests outside of permanent equity in the consolidated balance sheets.  The Company makes this determination based on terms in applicable agreements, specifically in relation to redemption provisions.  Additionally, with respect to noncontrolling interests for which the Company has a choice to settle the contract by delivery of its own shares, the Company considered the FASB issued guidance on accounting for derivative financial instruments indexed to, and potentially settled in, a Company’s own stock to evaluate whether the Company controls the actions or events necessary to issue the maximum number of shares that could be required to be delivered under share settlement of the contract.  The guidance also requires that noncontrolling interests are adjusted each period so that the carrying value equals the greater of its carrying value based on the accumulation of historical cost or its redemption fair value.

The consolidated results of the Company include results attributable to units of the Operating Partnership that are not owned by the Company.  These interests were issued in the form of OP units and were a component of the consideration the Company paid to acquire certain self-storage properties.  Limited partners who acquired OP units have the right to require the Operating Partnership to redeem part or all of their OP units for, at the Company’s option, an equivalent number of common shares of the Company or cash based upon the fair value of an equivalent number of common shares of the Company.  However, the operating agreement contains certain circumstances that could result in a net cash settlement outside the control of the Company, as the Company does not have the ability to settle in unregistered shares.  Accordingly, consistent with the guidance discussed above, the Company will continue to record these noncontrolling interests outside of permanent equity in the consolidated balance sheets.  Net income or loss related to these noncontrolling interests is excluded from net income or loss in the consolidated statements of operations.  The Company has adjusted the carrying value of its noncontrolling interests subject to redemption value to the extent applicable.  Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interests, the Operating Partnership reflected these interests at their redemption value as of December 31, 2016, as the estimated redemption value exceeded their carrying value. The Operating Partnership recorded a decrease to OP Units owned by third parties and a corresponding increase to capital of $7.4 million as of December 31, 2016.  Disclosure of such redemption provisions is provided in note 12.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Although we believe the assumptions and estimates we made are reasonable and appropriate, as discussed in the applicable sections throughout these consolidated financial statements, different assumptions and estimates could materially impact our reported results.  The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions and changes in market conditions could impact our future operating results.

Self-Storage Properties

Self-storage properties are carried at historical cost less accumulated depreciation and impairment losses.  The cost of self-storage properties reflects their purchase price or development cost.  Costs incurred for the renovation of a store are capitalized to the Company’s investment in that store.  Acquisition costs and ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.  The costs to develop self-storage properties are capitalized to construction in progress while the project is under development.

Purchase Price Allocation

When stores are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values.  When a portfolio of stores is acquired, the purchase price is allocated to the individual stores based upon the fair value determined using an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age and location of the individual store along with current and projected occupancy and rental rate levels or appraised values, if available.  Allocations to land, building and improvements, and equipment are recorded based upon their respective fair values as estimated by management.

F-19

In allocating the purchase price for an acquisition, the Company determines whether the acquisition includes intangible assets or liabilities.  The Company allocates a portion of the purchase price to an intangible asset attributed to the value of in-place leases.  This intangible is generally amortized to expense over the expected remaining term of the respective leases.  Substantially all of the leases in place at acquired stores are at market rates, as the majority of the leases are month-to-month contracts.  Accordingly, to date, no portion of the purchase price has been allocated to above- or below-market lease intangibles.  To date, no intangible asset has been recorded for the value of customer relationships, because the Company does not have any concentrations of significant customers and the average customer turnover is fairly frequent.

Depreciation and Amortization

The costs of self-storage properties and improvements are depreciated using the straight-line method based on useful lives ranging from five to 39 years.

Impairment of Long-Lived Assets

We evaluate long-lived assets for impairment when events and circumstances such as declines in occupancy and operating results indicate that there may be an impairment.  The carrying value of these long-lived assets is compared to the undiscounted future net operating cash flows, plus a terminal value, attributable to the assets to determine if the store’s basis is recoverable.  If a store’s basis is not considered recoverable, an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value.  The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset.

Long-Lived Assets Held for Sale

We consider long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell a store (or group of stores), (b) the store is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such stores, (c) an active program to locate a buyer and other actions required to complete the plan to sell the store have been initiated, (d) the sale of the store is probable and transfer of the asset is expected to be completed within one year, (e) the store is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Typically these criteria are all met when the relevant asset is under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer, and there are no contingencies related to the sale that may prevent the transaction from closing.  However, each potential transaction is evaluated based on its separate facts and circumstances.  Stores classified as held for sale are reported at the lesser of carrying value or fair value less estimated costs to sell.

Cash and Cash Equivalents

Cash and cash equivalents are highly-liquid investments with original maturities of three months or less.  The Company may maintain cash equivalents in financial institutions in excess of insured limits, but believes this risk is mitigated by only investing in or through major financial institutions.

Restricted Cash

Restricted cash consists of purchase deposits and cash deposits required for debt service requirements, capital replacement, and expense reserves in connection with the requirements of our loan agreements.

Loan Procurement Costs

Loan procurement costs related to borrowings were $24.7 million and $20.7 million as of December 31, 2016 and 2015, respectively, and are reported net of accumulated amortization of $9.7 million and $7.3 million as of December 31, 2016 and 2015, respectively. In accordance with ASU No. 2015-03, Loan procurement costs, net are presented as a direct deduction from the carrying amount of the related debt liability. If there is not an associated debt liability recorded on the consolidated balance sheets, the costs are recorded as an asset net of accumulated amortization. Loan procurement costs associated with the Company’s revolving credit facility remain in Loan procurement costs, net of amortization on the Company’s consolidated balance sheets. The costs are amortized over the estimated life of the related debt using the effective interest method and are reported as Loan procurement amortization expense on the Company’s consolidated statements of operations.

F-20

Other Assets

Other assets are comprised of the following as of December 31, 2016 and 2015 (in thousands):

	December 31,
	2016		2015
Intangible assets, net of accumulated amortization of $8,109 and $7,220	$	8,280	$	12,814
Accounts receivable		5,284		5,049
Deposits on future acquisitions		5,106		12,106
Prepaid real estate taxes		3,640		2,800
Prepaid insurance		1,053		1,140
Other		13,151		9,722
Total other assets, net	$	36,514	$	43,631

Environmental Costs

Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional stores.  Whenever the environmental assessment for one of our stores indicates that a store is impacted by soil or groundwater contamination from prior owners/operators or other sources, we will work with our environmental consultants and where appropriate, state governmental agencies, to ensure that the store is either cleaned up, that no cleanup is necessary because the low level of contamination poses no significant risk to public health or the environment, or that the responsibility for cleanup rests with a third party.

Revenue Recognition

Management has determined that all of our leases are operating leases.  Rental income is recognized in accordance with the terms of the leases, which generally are month to month.

The Company recognizes gains from disposition of stores only upon closing in accordance with the guidance on sales of real estate.  Payments received from purchasers prior to closing are recorded as deposits.  Profit on real estate sold is recognized using the full accrual method upon closing when the collectability of the sales price is reasonably assured and the Company is not obligated to perform significant activities after the sale.  Profit may be deferred in whole or part until the sale meets the requirements of profit recognition on sales under this guidance.

Advertising and Marketing Costs

The Company incurs advertising and marketing costs primarily attributable to internet marketing campaigns and other media advertisements.  The Company incurred $9.4 million, $8.6 million, and $7.7 million in advertising and marketing expenses for the years ended December 31, 2016, 2015 and 2014, respectively, which are included in property operating expenses on the Company’s consolidated statements of operations.

Equity Offering Costs

Underwriting discounts and commissions, financial advisory fees and offering costs are reflected as a reduction to additional paid-in capital.  For the years ended December 31, 2016, 2015 and 2014, the Company recognized $1.6 million, $2.5 million, and $6.0 million of equity offering costs related to the issuance of common shares during the years, respectively.

Other Property Related Income

Other property related income consists of late fees, administrative charges, customer insurance fees, sales of storage supplies, and other ancillary revenues and is recognized in the period that it is earned.

Capitalized Interest

The Company capitalizes interest incurred that is directly associated with construction activities until the asset is placed into service.  Interest is capitalized to the related assets using a weighted-average rate of the Company’s outstanding debt. For the years ended December 31, 2016, 2015 and 2014, the Company capitalized $4.6 million, $2.6 million, and $1.3 million, respectively, of interest incurred that is directly associated with construction activities.

F-21

Derivative Financial Instruments

The Company carries all derivatives on the balance sheet at fair value.  The Company determines the fair value of derivatives by observable prices that are based on inputs not quoted on active markets, but corroborated by market data.  The accounting for changes in the fair value of a derivative instrument depends on whether the derivative has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it.  The Company’s use of derivative instruments has been limited to cash flow hedges of certain interest rate risks.  The Company had interest rate swap agreements for notional principal amounts aggregating $300 million and $400 million as of December 31, 2016 and 2015, respectively, the fair value of which are included in accounts payable, accrued expenses and other liabilities.

Income Taxes

The Company has elected to be taxed as a real estate investment trust under Sections 856-860 of the Internal Revenue Code since the Company’s commencement of operations in 2004.  In management’s opinion, the requirements to maintain these elections are being met.  Accordingly, no provision for federal income taxes has been reflected in the consolidated financial statements other than for operations conducted through our taxable REIT subsidiaries.

Earnings and profits, which determine the taxability of distributions to shareholders, differ from net income reported for financial reporting purposes due to differences in cost basis, the estimated useful lives used to compute depreciation, and the allocation of net income and loss for financial versus tax reporting purposes.  The net tax basis in the Company’s assets was $3.2 billion and $2.7 billion as of December 31, 2016 and 2015, respectively.

Distributions to shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital.  Annually, the Company provides each of its shareholders a statement detailing the tax characterization of dividends paid during the preceding year as ordinary income, capital gain, or return of capital.  The characterization of the Company’s dividends for 2016 consisted of a 98.663% ordinary income distribution and a 1.337% capital gain distribution from earnings and profits.

Distributions to 7.75% Series A Cumulative Redeemable Preferred Shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital.  Annually, the Company provides each of its shareholders a statement detailing preferred distributions paid during the preceding year and their characterization as ordinary income, capital gain, or return of capital.  The characterization of our preferred distributions for 2016 consisted of a 7.683% ordinary income distribution, a 0.104% capital gain distribution from earnings and profits, and a 92.213% cash liquidating distribution.

The Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits.  The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Company’s ordinary income, (b) 95% of the Company’s net capital gains, and (c) 100% of prior taxable income exceeds cash distributions and certain taxes paid by the Company.  No excise tax was incurred in 2016, 2015, or 2014.

Taxable REIT subsidiaries (TRS) are subject to federal and state income taxes.  Our taxable REIT subsidiaries have a net deferred tax asset related to expenses which are deductible for tax purposes in future periods of $1.3 million and $1.7 million as of December 31, 2016 and 2015, respectively.

The Protecting Americans from Tax Hikes Act (PATH Act) was enacted in December 2015, and included numerous law changes applicable to REITs. The provisions have various effective dates. We expect that the changes will not materially impact our operations, but will continue to monitor as regulatory guidance is issued.

Earnings per Share and Unit

Basic earnings per share and unit are calculated based on the weighted average number of common shares and restricted shares outstanding during the period.  Diluted earnings per share and unit is calculated by further adjusting for the dilutive impact of share options, unvested restricted shares and contingently issuable shares outstanding during the period using the treasury stock method.  Potentially dilutive securities calculated under the treasury stock method were 1,287,000; 1,551,000, and 1,756,000 in 2016, 2015, and 2014, respectively. 

F-22

Share-Based Payments

We apply the fair value method of accounting for contingently issued shares and share options issued under our incentive award plan.  Accordingly, share compensation expense is recorded ratably over the vesting period relating to such contingently issued shares and options.  The Company has recognized compensation expense on a straight-line method over the requisite service period, which is included in general and administrative expense on the Company’s consolidated statement of operations.

Foreign Currency

The financial statements of foreign subsidiaries are translated to U.S. Dollars using the period-end exchange rate for assets and liabilities and an average exchange rate for each period for revenues, expenses, and capital expenditures.  The local currency is the functional currency for the Company’s foreign subsidiaries.  Translation adjustments for foreign subsidiaries are recorded as a component of accumulated other comprehensive loss in shareholders’ equity.  The Company recognizes transaction gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency in earnings as incurred.  The Pound, which represents the functional currency used by USIFB, LLP (“USIFB”), our joint venture in England, was translated at October 2, 2015, the date that the venture’s remaining asset was sold. The exchange rate was approximately 1.521600 U.S Dollars per Pound on October 2, 2015 and approximately 1.558642 U.S Dollars per Pound on December 31, 2014. The Pound was translated at an average exchange rate of 1.529755 for the period from January 1, 2015 to October 2, 2015. It was translated at an average exchange rate of 1.643106 and 1.588598 U.S. Dollars per Pound for the year ended December 31, 2014.  The Company recorded an unrealized loss on foreign currency translation of $0.2 million for the year ended December 31, 2014.  In connection with the sale of the remaining asset, the Company recorded a realized loss on foreign currency exchange of $1.2 million, which is included in Gains on sale of real estate in the Company’s consolidated statement of operations.

Investments in Unconsolidated Real Estate Ventures

The Company accounts for its investments in unconsolidated real estate ventures under the equity method of accounting.  Under the equity method, investments in unconsolidated joint ventures are recorded initially at cost, as investments in real estate ventures, and subsequently adjusted for equity in earnings (losses), cash contributions, less distributions. On a periodic basis, management also assesses whether there are any indicators that the value of the Company’s investments in unconsolidated real estate ventures may be other than temporarily impaired. An investment is impaired only if the fair value of the investment is less than the carrying value of the investment and the decline is other than temporary. To the extent impairment that is other than temporary has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the fair value of the investment, as estimated by management.

Reclassifications

During the first quarter of 2016, the Company adopted ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires the Company to reclassify debt financing costs, which were previously included in loan procurement costs, net of amortization on the Company’s consolidated balance sheets, and present them as a direct deduction from the carrying amount of the related debt liability. Net costs of $10.7 million have been reclassified in the December 31, 2015 consolidated balance sheets from the loan procurement costs line and netted against the related debt liability. See Recent Accounting Pronouncements below for revisions to the accounting guidance for debt issuance costs.

Recent Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which changes the definition of a business to include an input and a substantive process that together significantly contribute to the ability to create outputs. A framework is provided to evaluate when an input and a substantive process are present.  The new guidance also narrows the definition of outputs, which are defined as the results of inputs and substantive processes that provide goods or services to customers, other revenue, or investment income. The standard is effective on January 1, 2018, however early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance.

F-23

In November 2016, the FASB issued ASU No.2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires the statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The new guidance also requires entities to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. The standard is effective on January 1, 2018, however early adoption is permitted. The standard requires the use of the retrospective transition method. The Company is in the process of evaluating the impact of this new guidance.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The eight items that the ASU provides classification guidance on include (1) debt prepayment and extinguishment costs, (2) settlement of zero-coupon debt instruments, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (6) distributions received from equity method investments, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows and application of the predominance principle. The standard is effective on January 1, 2018, however early adoption is permitted. The standard requires the use of the retrospective transition method. The Company is in the process of evaluating the impact of this new guidance.

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which is intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. The new guidance allows for entities to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. In addition, the guidance allows employers to withhold shares to satisfy minimum statutory tax withholding requirements up to the employees’ maximum individual tax rate without causing the award to be classified as a liability. The guidance also stipulates that cash paid by an employer to a taxing authority when directly withholding shares for tax-withholding purposes should be classified as a financing activity on the statement of cash flows. The standard is effective on January 1, 2017, however early adoption is permitted.  The Company does not expect this new guidance to have a material impact on the Company’s consolidated financial position or results of operations.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification.  Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective on January 1, 2019, however early adoption is permitted.  The Company is currently assessing the impact of the adoption of ASU No. 2016-02 on the Company’s consolidated financial statements and related disclosures.

In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which amends the current business combination guidance to require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, as opposed to having to revise prior period information.  The standard also requires additional disclosure about the impact on current-period income statement line items of adjustments that would have been recognized in prior periods if prior period information had been revised. The new standard became effective for the Company on January 1, 2016. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations as all measurement-period adjustments recorded during 2016 relate to business combinations that took place in the current year and do not have prior period impact. Refer to note 4 for details regarding the measurement-period adjustments made during the year ended December 31, 2016.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, an update to the accounting standard relating to the presentation of debt issuance costs. Under the new guidance, debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction from the debt liability. In the event that there is not an associated debt liability recorded in the consolidated financial statements, the debt issuance costs will continue to be recorded on the consolidated balance sheet as an asset until the debt liability is recorded.  The new standard became effective for the Company on January 1, 2016. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations as the update only related to changes in financial statement presentation as discussed in note 7 and in “Reclassifications” above.

F-24

In February 2015, the FASB issued ASU No. 2015-02, Consolidation – Amendments to the Consolidation Analysis, which amends the current consolidation guidance affecting both the variable interest entity (“VIE”) and voting interest entity (“VOE”) consolidation models. The standard does not add or remove any of the characteristics in determining if an entity is a VIE or VOE, but rather enhances the way the Company assesses some of these characteristics. The new standard became effective for the Company on January 1, 2016. As discussed under Basis of Presentation above, the adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations as none of its existing consolidation conclusions were changed.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance under GAAP when it becomes effective. The new standard will be effective for the Company beginning on January 1, 2018, however early application beginning on January 1, 2017 is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company has not yet selected a transition method. The Company is currently assessing the impact of the adoption of ASU No. 2014-09 on the Company’s consolidated financial statements and related disclosures.

Concentration of Credit Risk

The Company’s stores are located in major metropolitan and rural areas and have numerous customers per store.  No single customer represents a significant concentration of our revenues. The stores in Florida, New York, Texas, and California provided total revenues of approximately 17%, 16%, 10%, and 8%, respectively, for the year ended December 31, 2016 and approximately 18%, 16%, 10%, and 8%, respectively, for the year ended December 31, 2015. The stores in Florida, New York, Texas, and California provided total revenues of approximately 17%, 17%, 10%, and 8%, respectively, for the year ended December 31, 2014.

3.  STORAGE PROPERTIES

The book value of the Company’s real estate assets is summarized as follows:

	December 31,		December 31,
	2016		2015
	(in thousands)
Land	$	649,744	$	588,503
Buildings and improvements		2,928,275		2,534,193
Equipment		217,867		243,442
Construction in progress		202,294		100,894
Storage properties		3,998,180		3,467,032
Less: Accumulated depreciation		(671,364)		(594,049)
Storage properties, net	$	3,326,816	$	2,872,983

The following table summarizes the Company’s acquisition and disposition activity for the years ended December 31, 2016, 2015 and 2014:

F-25

			Number of	Purchase / Sale Price
Asset/Portfolio	Market	Transaction Date	Stores	(in thousands)
2016 Acquisitions:
Metro DC Asset	Baltimore / DC	January 2016	1	$	21,000
Texas Assets	Texas Markets - Major	January 2016	2		24,800
New York Asset	New York / Northern NJ	January 2016	1		48,500
Texas Asset	Texas Markets - Major	January 2016	1		11,600
Connecticut Asset	Connecticut	February 2016	1		19,000
Texas Asset	Texas Markets - Major	March 2016	1		11,600
Florida Assets	Florida Markets - Other	March 2016	3		47,925
Colorado Asset	Denver	April 2016	1		11,350
Texas Asset	Texas Markets - Major	April 2016	1		11,600
Texas Asset	Texas Markets - Major	May 2016	1		10,100
Texas Asset	Texas Markets - Major	May 2016	1		10,800
Illinois Asset	Chicago	May 2016	1		12,350
Illinois Asset	Chicago	May 2016	1		16,000
Massachusetts Asset	Massachusetts	June 2016	1		14,300
Nevada Assets	Las Vegas	July 2016	2		23,200
Arizona Asset	Phoenix	August 2016	1		14,525
Minnesota Asset	Minneapolis	August 2016	1		15,150
Colorado Asset	Denver	August 2016	1		15,600
Texas Asset	Texas Markets - Major	September 2016	1		6,100
Texas Asset	Texas Markets - Major	September 2016	1		5,300
Nevada Asset	Las Vegas	October 2016	1		13,250
North Carolina Asset	Charlotte	November 2016	1		10,600
Arizona Asset	Phoenix	November 2016	1		14,000
Nevada Asset	Las Vegas	December 2016	1		14,900
			28	$	403,550
2015 Acquisitions:
Texas Asset	Texas Markets - Major	February 2015	1	$	7,295
HSRE Assets	Chicago	March 2015	4		27,500
Arizona Asset	Arizona / Las Vegas	March 2015	1		7,900
Tennessee Asset	Tennessee	March 2015	1		6,575
Texas Asset	Texas Markets - Major	April 2015	1		15,795
Florida Asset	Florida Markets - Other	May 2015	1		7,300
Arizona Asset	Arizona / Las Vegas	June 2015	1		10,100
Florida Asset	Florida Markets - Other	June 2015	1		10,500
Texas Asset	Texas Markets - Major	July 2015	1		14,200
Maryland Asset	Baltimore / DC	July 2015	1		17,000
Maryland Asset	Baltimore / DC	July 2015	1		19,200
New York/New Jersey Assets	New York / Northern NJ	August 2015	2		24,823
New Jersey Asset	New York / Northern NJ	December 2015	1		14,350
PSI Assets	Various (see note 4)	December 2015	12		109,824
			29	$	292,362
2015 Dispositions:
Texas Assets	Texas Markets - Major	October 2015	7	$	28,000
Florida Asset	Florida Markets - Other	October 2015	1		9,800
			8	$	37,800
2014 Acquisitions:
Connecticut Asset	Connecticut	January 2014	1	$	4,950
Florida Asset	Miami / Ft. Lauderdale	January 2014	1		14,000
Florida Assets	Florida Markets - Other	January 2014	2		14,450
California Asset	Other West	January 2014	1		8,300
Maryland Asset	Baltimore / DC	February 2014	1		15,800
Maryland Asset	Baltimore / DC	February 2014	1		15,500
Arizona Asset	Arizona / Las Vegas	March 2014	1		14,750
Pennsylvania Asset	Philadelphia / Southern NJ	March 2014	1		7,350
Texas Asset	Texas Markets - Major	March 2014	1		8,225
Texas Asset	Texas Markets - Major	April 2014	1		6,450
New York Assets	New York / Northern NJ	April 2014	2		55,000
Florida Asset	Florida Markets - Other	April 2014	1		11,406
Massachusetts Asset	Other Northeast	April 2014	1		11,100
Indiana Asset	Other Midwest	May 2014	1		8,400
Florida Assets	Florida Markets - Other	June 2014	3		35,000
Florida Assets	Florida Markets - Other	July 2014	2		15,800
Massachusetts Asset	Boston	September 2014	1		23,100
Texas Asset	Texas Markets - Major	October 2014	1		7,700
Texas Asset	Texas Markets - Major	October 2014	1		8,500
Texas Asset	Texas Markets - Major	October 2014	1		7,750
HSRE Assets	Various (see note 4)	November 2014	22		195,500
Texas Asset	Texas Markets - Major	December 2014	1		18,650
Florida Assets	Florida Markets - Other	December 2014	3		18,200
New York Asset	New York / Northern NJ	December 2014	1		38,000
Texas Asset	Texas Markets - Major	December 2014	1		4,345
			53	$	568,226

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4.  INVESTMENT ACTIVITY

2016 Acquisitions

During the year ended December 31, 2016, the Company acquired 28 stores, including three stores upon completion of construction and the issuance of a certificate of occupancy, located throughout the United States for an aggregate purchase price of approximately $403.6 million. In connection with these acquisitions, the Company allocated a portion of the purchase price to the tangible and intangible assets acquired based on fair value. Intangible assets consist of in-place leases, which aggregated $18.8 million at the time of the acquisitions and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during 2016 was approximately $10.5 million. In connection with one of the acquired stores, the Company assumed mortgage debt that was recorded at a fair value of $6.5 million, which fair value includes an outstanding principal balance totaling $6.3 million and a net premium of $0.2 million to reflect the estimated fair value of the debt at the time of assumption.

During the fourth quarter of 2016, the Company received additional information regarding the fair value of each of the assets acquired during the first three quarters of 2016. As a result, the Company has refined its purchase price allocation estimates resulting in an aggregate $14.7 million reclassification from land to buildings and improvements.

As of December 31, 2016, the Company was under contract and had made aggregate deposits of $1.8 million associated with four stores under construction for a total purchase price of $61.1 million. In connection with one of the storess, the Company provided a $4.1 million loan, which was repaid to the Company in full in December 2015, for the purpose of acquiring the premises on which the store will be built. The deposits are reflected in Other assets, net on the Company’s consolidated balance sheets. The purchase of these four stores is expected to occur by the fourth quarter of 2017 after the completion of construction and the issuance of a certificate of occupancy. These acquisitions are subject to due diligence and other customary closing conditions and no assurance can be provided that these acquisitions will be completed on the terms described, or at all.

Development

As of December 31, 2016, the Company had five contracts through joint ventures for the construction of five self-storage properties located in New York (see note 12). As part of the PSI Assets discussed below, the Company also acquired a self-storage property that is under construction in North Palm Beach, FL. Additionally, during the second quarter of 2016, the Company issued 61,224 OP Units, valued at approximately $1.5 million, to pay the remaining consideration on its store that is under construction in Washington, D.C. and was previously owned by a joint venture. Construction for all projects is expected to be completed by the fourth quarter of 2018. As of December 31, 2016, development costs for these projects totaled $181.0 million. Total construction costs for these projects is expected to be $312.7 million. These costs are capitalized to construction in progress while the projects are under development and are reflected in Storage properties on the Company’s consolidated balance sheets.

The Company has completed the construction and opened for operation the following stores since January 1, 2014. The costs associated with the construction of these stores are capitalized to land, building, and improvements as well as equipment and are reflected in Storage properties on the Company’s consolidated balance sheets.

			CubeSmart
	Number of		Ownership	Total
Store Location	Stores	Date Opened	Interest	Construction Costs
				(in thousands)
Bronx, NY (1) (2)	1	Q2 2016	100%	$	32,200
Queens, NY (1)	1	Q1 2016	100%		31,800
Brooklyn, NY	1	Q4 2015	90%		14,800
Queens, NY	1	Q4 2015	90%		17,400
Arlington, VA	1	Q2 2015	90%		17,100
Bronx, NY (2)	1	Q1 2014	100%		17,200
Malvern, PA (3)	1	Q1 2014	100%		25,100
	7			$	155,600

(1) These stores were previously owned through two separate consolidated joint ventures, of which the Company owned a 51% interest in each. On April 5, 2016, the noncontrolling member in the venture that owned the Queens, NY store put its 49% interest in the venture to the Company for $12.5 million. On August 12, 2016, the noncontrolling member in the venture that owned the Bronx, NY store put its 49% interest in the venture to the Company for $17.0 million.

(2) These stores are subject to ground leases.

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(3) During the fourth quarter of 2013, the Company completed the construction of the portion of a mixed-use property comprised of office space and relocated its corporate headquarters. During the first quarter of 2014, construction was completed on the portion of the building comprised of rentable storage space and the store opened for operation.

2015 Acquisitions

On December 15, 2015, the Company acquired all of the issued and outstanding uncertificated shares of common stock of a privately held self-storage REIT (“PSI”) for $115.8 million. As of the date of the acquisition, PSI owned real property consisting of 12 fully operational self-storage properties which were acquired for $109.8 million, and one self-storage property that is under construction, which was acquired for $6.0 million (the “PSI Assets”). The PSI Assets are located in Arizona, Florida, Georgia, Massachusetts, New York, North Carolina, Tennessee, and Texas. In connection with this acquisition, the Company allocated a portion of the purchase price to the intangible value of in-place leases, which aggregated to $6.7 million at the time of the acquisition and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during the years ended December 31, 2016 and 2015 was approximately $6.1 million and $0.6 million, respectively.

During 2014, the Operating Partnership entered into an Agreement for Purchase and Sale with certain limited liability companies controlled by HSRE REIT I and HSRE REIT II, both Maryland real estate investment trusts, to acquire (the “HSRE Acquisition”) 26 self-storage properties for an aggregate purchase price of $223.0 million plus customary closing costs. During 2014, the Company closed on the first tranche of 22 stores comprising the HSRE Acquisition, for an aggregate purchase price of $195.5 million. On March 18, 2015, the Company closed on the second tranche of the remaining four stores comprising the HSRE Acquisition, for an aggregate purchase price of $27.5 million. The four stores purchased in the second tranche are located in Illinois. In connection with this acquisition, the Company allocated a portion of the purchase price to the intangible value of in-place leases, which aggregated to $2.7 million at the time of the acquisition and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during the years ended December 31, 2016 and 2015 was approximately $0.7 million and $2.0 million, respectively.

During the year ended December 31, 2015, the Company acquired 13 additional self-storage properties, including one store upon completion of construction and the issuance of a certificate of occupancy, located throughout the United States for an aggregate purchase price of approximately $155.0 million. In connection with these acquisitions, the Company allocated a portion of the purchase price to the tangible and intangible assets acquired based on fair value. Intangible assets consist of in-place leases, which aggregated $10.7 million at the time of the acquisitions and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during the years ended December 31, 2016 and 2015 was approximately $6.0 million and $4.7 million, respectively. In connection with one of the acquired stores, the Company assumed mortgage debt that was recorded at a fair value of $2.7 million, which fair value includes an outstanding principal balance totaling $2.5 million and a net premium of $0.2 million to reflect the estimated fair value of the debt at the time of assumption.

2015 Dispositions

On October 8, 2015, the Company sold seven stores in Texas and one store in Florida for an aggregate sales price of approximately $37.8 million. In connection with these sales, the Company recorded gains that totaled $14.4 million. The proceeds from these sales were held in escrow to fund future acquisitions under a tax free like kind exchange. The total net proceeds of $36.4 million were subsequently applied to three separate acquisitions, of which one closed in December 2015 and two closed in Janaury 2016.

On October 2, 2015, USIFB, a consolidated real estate joint venture in which the Company owned a 97% interest, sold its remaining asset in London, England, for an aggregate sales price of £6.5 million (approximately $9.9 million). In connection with the sale, the Company recorded a gain of $3.0 million net of a foreign currency translation loss of $1.2 million.

2014 Acquisitions

On August 25, 2014, the Operating Partnership entered into an Agreement for Purchase and Sale with certain limited liability companies controlled by HSRE REIT I and HSRE REIT II, each Maryland real estate investment trusts, to acquire (the “HSRE Acquisition”) 26 self-storage properties for an aggregate purchase price of $223.0 million plus customary closing costs.  On November 3, 2014, the Company closed on the first tranche of 22 stores comprising the HSRE Acquisition, for an aggregate purchase price of $195.5 million.  The 22 stores purchased are located in California, Florida, Illinois, Nevada, New York, Ohio, and Rhode Island. In connection with this acquisition, the Company allocated a portion of the purchase price to the intangible value of in-place leases, which aggregated $14.5 million at the time of the acquisition and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months and the

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amortization expense that was recognized during the years ended December 31, 2015 and 2014 was approximately $12.1 million and $2.4 million, respectively.

During 2014, the Company acquired an additional 31 self-storage properties located throughout the United States for an aggregate purchase price of approximately $372.7 million. In connection with these acquisitions, the Company allocated a portion of the purchase price to the intangible value of in-place leases, which aggregated $23.8 million at the time of such acquisitions and prior to any amortization of such amounts.  The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during the years ended December 31, 2015 and 2014 was approximately $10.4 million and $13.4 million, respectively.  In connection with four of the acquired stores, the Company assumed mortgage debt and recorded the debt at a fair value of $27.5 million, which included an outstanding principal balance totaling $26.0 million and a net premium of $1.5 million to reflect the estimated fair value of the debt at the time of assumption.

2014 Disposition

On June 30, 2014, the Company sold one asset in London, England owned by USIFB, for an aggregate sales price of £4.1 million (approximately $7.0 million).  The Company received net proceeds of $7.0 million, a portion of which were used to repay the loan the Company made to USIFB, and recorded a gain of $0.5 million as a result of the transaction.

The following table summarizes the Company’s results of operations of the 2016, 2015, and 2014 acquisitions from the respective acquisition dates in the year they were acquired, included in the consolidated statements of operations for the years ended December 31, 2016, 2015, and 2014:

	Year ended December 31,
	2016		2015		2014
	(in thousands)
Total revenue	$	15,270	$	9,110	$	21,156
Net loss		(9,804)		(6,563)		(12,350)

5. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

CUBE HHF Northeast Venture LLC (“HHFNE”)

On December 15, 2016, the Company invested a 10% ownership interest in a newly-formed joint venture that acquired 13 self-storage properties located in Connecticut (3), Massachusetts (6), Rhode Island (2), and Vermont (2). HHFNE paid $87.5 million for these stores, of which $6.0 million was allocated to the value of the in-place lease intangible. The acquisition was funded primarily through an advance totaling $44.5 million on the venture’s loan facility. The remainder of the purchase price was contributed pro-rata by the Company and its unaffiliated joint venture partner. The Company’s total contribution to HHFNE related to this portfolio acquisition was $3.8 million. The loan bears interest at LIBOR plus 1.90% and matures on December 15, 2019 with options to extend the maturity date through December 15, 2021, subject to satisfaction of certain conditions and payment of the extension fees as stipulated in the loan agreement.

191 III CUBE LLC (“HVP”)

During the fourth quarter of 2015, the Company invested a 10% ownership interest in a newly-formed joint venture that agreed to acquire a property portfolio comprised of 37 self-storage properties located in Michigan (17), Tennessee (10), Massachusetts (7), and Florida (3). HVP paid $242.5 million for these 37 stores, of which $18.9 million was allocated to the value of the in-place lease intangible. HVP acquired 30 of the stores on December 8, 2015 for $193.7 million, one of the stores on January 26, 2016 for $5.7 million, five of the stores on April 21, 2016 for $36.1 million, and one store on June 15, 2016 for $7.0 million. In connection with six of the acquired stores, HVP assumed mortgage debt that was recorded at a fair value of $25.3 million, which includes an outstanding principal balance totaling $23.7 million and a net premium of $1.6 million to reflect the estimated fair value of the debt at the time of assumption. The remainder of the purchase price was funded through advances totaling $116.0 million on the venture’s $122.0 million loan facility and amounts contributed pro-rata by the Company and its unaffiliated joint venture partner. The Company’s total contribution to HVP related to this portfolio acquisition was $10.7 million. The loan facility bears interest at LIBOR plus 2.00% per annum and matures on December 7, 2018 with options to extend the maturity date through December 7, 2020, subject to satisfaction of certain conditions and payment of the extension fees as stipulated in the loan agreement.

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During the first quarter of 2016, HVP agreed to acquire a portfolio comprised of 31 self-storage properties located in South Carolina (22), Georgia (5), and North Carolina (4) that were previously managed by the Company. HVP paid $115.5 million for these 31 stores, of which $10.6 million was allocated to the value of the in-place lease intangible. HVP acquired 30 of the stores on March 30, 2016 for $112.8 million and one of the stores on November 29, 2016 for $2.7 million. In conjunction with the acquisitions, HVP refinanced its existing loan facility by entering into an increased amended and restated loan facility not to exceed $185.5 million. The acquisitions were funded primarily through advances totaling $63.5 million on the venture’s amended and restated loan facility. The remainder of the purchase price was contributed pro-rata by the Company and its unaffiliated joint venture partner. The Company’s total contribution to HVP related to this portfolio acquisition was $5.4 million, bringing its total investment in HVP to $16.1 million as of December 31, 2016. The amended and restated loan facility bears interest at LIBOR plus 2.00% per annum. The initial maturity date was extended to March 30, 2019 with options to extend through March 30, 2021, subject to satisfaction of certain conditions and payment of the extension fees as stipulated in the amended and restated loan agreement.

CUBE HHF Limited Partnership (“HHF”)

On December 10, 2013, the Company invested a 50% ownership interest in a newly-formed joint venture that acquired 35 self-storage properties located in Texas (34) and North Carolina (1). HHF paid $315.7 million for these stores, of which $12.1 million was allocated to the value of the in-place lease intangible. The Company and the unaffiliated joint venture partner, collectively the “HHF Partners,” each contributed cash equal to 50% of the capital required to fund the acquisition. On May 1, 2014, HHF obtained a $100.0 million loan secured by the 34 self-storage properties located in Texas that are owned by the venture. There is no recourse to the Company, subject to customary exceptions to non-recourse provisions. The loan bears interest at 3.59% per annum and matures on April 30, 2021. This financing completed the planned capital structure of HHF and proceeds (net of closing costs) of $99.2 million were distributed proportionately to the partners. 

Based upon the facts and circumstances at formation of HHFNE, HVP, and HHF (the “Ventures”), the Company determined that the Ventures are not VIEs in accordance with the accounting standard for the consolidation of VIEs. As a result, the Company used the voting interest model under the accounting standard for consolidation in order to determine whether to consolidate the Ventures. Based upon each member's substantive participating rights over the activities of each entity as stipulated in the operating agreements, the Ventures are not consolidated by the Company and are accounted for under the equity method of accounting. The Company’s investments in the Ventures are included in Investment in real estate ventures, at equity on the Company’s consolidated balance sheets and the Company’s earnings from its investments in the Ventures are presented in Equity in losses of real estate ventures on the Company’s consolidated statements of operations.

The amounts reflected in the following table are based on the historical financial information of the Ventures. The following is a summary of the financial position of the Ventures as of December 31, 2016 and 2015 (in thousands):

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	December 31,		December 31,
	2016		2015
Assets
Storage properties, net	$	667,975	$	456,452
Other assets		17,003		17,536
Total assets	$	684,978	$	473,988
Liabilities and equity
Other liabilities	$	6,516	$	4,470
Debt		345,631		210,525
Equity
CubeSmart		98,682		97,281
Joint venture partners		234,149		161,712
Total liabilities and equity	$	684,978	$	473,988

The following is a summary of results of operations of the Ventures for the years ended December 31, 2016, 2015 and 2014 (in thousands):

	Year ended December 31,
	2016		2015		2014
Total revenues	$	64,931	$	31,249	$	26,852
Operating expenses		29,900		15,042		11,754
Interest expense, net		9,432		3,846		2,522
Depreciation and amortization		53,701		16,214		25,086
Net loss		(28,102)		(3,853)		(12,510)
Company’s share of net loss		(2,662)		(411)		(6,255)

The results of operations above include the periods from December 15, 2016 (date of acquisition) through December 31, 2016 for HHFNE and December 8, 2015 (date of acquisition) through December 31, 2016 for HVP.

6.  UNSECURED SENIOR NOTES

The Company’s unsecured senior notes are summarized as follows (collectively referred to as the “Senior Notes”):

	December 31,		December 31,		Effective		Issuance	Maturity
Unsecured Senior Notes	2016		2015		Interest Rate		Date	Date
	(in thousands)
$250M 4.800% Guaranteed Notes due 2022	$	250,000	$	250,000	4.82	%	Jun-12	Jul-22
$250M 4.375% Guaranteed Notes due 2023		250,000		250,000	4.50	%	Dec-13	Dec-23
$250M 4.000% Guaranteed Notes due 2025		250,000		250,000	4.03	%	Oct-15	Nov-25
$300M 3.125% Guaranteed Notes due 2026		300,000		—	3.18	%	Aug-16	Sep-26
Principal balance outstanding		1,050,000		750,000
Less: Discount on issuance of unsecured senior notes, net		(3,971)		(2,888)
Less: Loan procurement costs, net		(6,953)		(5,208)
Total unsecured senior notes, net	$	1,039,076	$	741,904

The indenture under which the Senior Notes were issued restricts the ability of the Operating Partnership and its subsidiaries to incur debt unless the Operating Partnership and its consolidated subsidiaries comply with a leverage ratio not to exceed 60% and an interest coverage ratio of more than 1.5:1 after giving effect to the incurrence of the debt. The indenture also restricts the ability of the Operating Partnership and its subsidiaries to incur secured debt unless the Operating Partnership and its consolidated subsidiaries comply with a secured debt leverage ratio not to exceed 40% after giving effect to the incurrence of the debt. The indenture also contains other financial and customary covenants, including a covenant not to own unencumbered assets with a value less than 150% of the unsecured indebtedness of the Operating Partnership and its consolidated subsidiaries. As of and for the year ended December 31, 2016, the Operating Partnership was in compliance with all of the financial covenants under the Senior Notes.

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7.  REVOLVING CREDIT FACILITY AND UNSECURED TERM LOANS

On June 20, 2011, the Company entered into an unsecured term loan agreement (the “Term Loan Facility”) which consisted of a $100.0 million term loan with a five-year maturity (“Term Loan A”) and a $100.0 million term loan with a seven-year maturity (“Term Loan B”). On December 9, 2011, the Company entered into a credit facility (the “Credit Facility”) comprised of a $100.0 million unsecured term loan maturing in December 2014 (“Term Loan C”); a $200.0 million unsecured term loan maturing in March 2017 (“Term Loan D”); and a $300.0 million unsecured revolving facility maturing in December 2015 (“Revolver”).

On June 18, 2013, the Company amended both the Term Loan Facility and Credit Facility. With respect to the Term

Loan Facility, among other things, the amendment extended the maturity date to June 2018 and decreased the pricing of Term Loan A, while Term Loan B remained unchanged by the amendment. With respect to the Credit Facility, among other things, the amendment extended the maturity date to January 2019 and decreased the pricing of Term Loan D. On August 5, 2014, the Company further amended the Term Loan Facility to extend the maturity date to January 2020 and decrease the pricing of Term Loan B. On December 17, 2013, the Company repaid the $100.0 million balance under Term Loan C that was scheduled to mature in December 2014.

Pricing on the Term Loan Facility depends on the Company’s unsecured debt credit ratings.  At the Company’s current Baa2/BBB level, amounts drawn under Term Loan A are priced at 1.30% over LIBOR, while amounts drawn under Term Loan B are priced at 1.15% over LIBOR.

On April 22, 2015, the Company further amended the Credit Facility with respect to the Revolver. Among other things, the amendment increased the aggregate amount of the Revolver from $300.0 million to $500.0 million, decreased the facility fee from 0.20% to 0.15%, and extended the maturity date from June 18, 2017 to April 22, 2020.

Pricing on the Credit Facility depends on the Company’s unsecured debt credit ratings.  At the Company’s current Baa2/BBB level, amounts drawn under the Revolver are priced at 1.25% over LIBOR, inclusive of a facility fee of 0.15%, while amounts drawn under Term Loan D are priced at 1.30% over LIBOR.

The Company incurred costs of $2.3 million in 2015 in connection with amending the Credit Facility and capitalized such costs as a component of loan procurement costs, net of amortization on the consolidated balance sheet. Additionally, in connection with the amendment, $0.1 million of unamortized costs were written-off. All remaining unamortized costs, along with costs incurred in connection with the amendment, are amortized as an adjustment to interest expense over the remaining term of the modified facilities.

During the first quarter of 2016, the Company adopted ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires the Company to reclassify debt financing costs, which were previously included in loan procurement costs, net of amortization on the Company’s consolidated balance sheets, and present them as a direct deduction from the carrying amount of the related debt liability. As of December 31, 2016 and 2015, unsecured term loans are presented net of unamortized loan procurement costs of $1.3 million and $1.8 million, respectively, on the Company’s consolidated balance sheets. Deferred financing costs associated with the Revolver remain in loan procurement costs, net of amortization on the Company’s consolidated balance sheets.

As of December 31, 2016, $200.0 million of unsecured term loan borrowings were outstanding under the Term Loan Facility, $200.0 million of unsecured term loan borrowings were outstanding under the Credit Facility, and $456.0 million was available for borrowing under the unsecured revolving portion of the Credit Facility. The available balance under the unsecured revolving portion of the Credit Facility is reduced by an outstanding letter of credit of $0.7 million. In connection with a portion of the unsecured borrowings, the Company had interest rate swaps as of December 31, 2016 that fix 30-day LIBOR (see note 10). As of December 31, 2016, borrowings under the Credit Facility and Term Loan Facility, as amended and after giving effect to the interest rate swaps, had an effective weighted average interest rate of 2.67%.

The Term Loan Facility and the term loan under the Credit Facility were fully drawn as of December 31, 2016 and no further borrowings may be made under the term loans. Our ability to borrow under the revolving portion of the Credit Facility is subject to ongoing compliance with certain financial covenants which include:

· Maximum total indebtedness to total asset value of 60.0% at any time;

· Minimum fixed charge coverage ratio of 1.50:1.00; and

· Minimum tangible net worth of $821,211,200 plus 75% of net proceeds from equity issuances after June 30, 2010.

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Further, under the Credit Facility and Term Loan Facility, the Company is restricted from paying distributions on the Parent Company’s common shares in excess of the greater of (i) 95% of funds from operations, and (ii) such amount as may be necessary to maintain the Parent Company’s REIT status.

As of December 31, 2016, the Company was in compliance with all of its financial covenants and it anticipates being in compliance with all of its financial covenants through the terms of the Credit Facility and Term Loan Facility.

8.  MORTGAGE LOANS AND NOTES PAYABLE

The Company’s mortgage loans and notes payable are summarized as follows:

	Carrying Value as of:
	December 31,		December 31,		Effective		Maturity
Mortgage Loans and Notes Payable	2016		2015		Interest Rate		Date
	(in thousands)
YSI 59	$	—	$	9,012	4.82	%	Mar-16
YSI 60		—		3,546	5.04	%	Aug-16
YSI 51		—		6,984	5.15	%	Sep-16
YSI 64		—		7,781	3.54	%	Oct-16
YSI 62		—		7,835	3.54	%	Dec-16
YSI 67		6,216		—	2.55	%	Mar-17
YSI 33		9,860		10,154	6.42	%	Jul-19
YSI 26		8,423		8,606	4.56	%	Nov-20
YSI 57		2,957		3,021	4.61	%	Nov-20
YSI 55		22,952		23,369	4.85	%	Jun-21
YSI 24		26,464		27,185	4.64	%	Jun-21
YSI 65		2,457		2,500	3.85	%	Jun-23
YSI 66		32,257		—	3.51	%	Jun-23
Principal balance outstanding		111,586		109,993
Plus: Unamortized fair value adjustment		3,742		2,219
Less: Loan procurement costs, net		(710)		(757)
Total mortgage loans and notes payable, net	$	114,618	$	111,455

As of December 31, 2016 and 2015, the Company’s mortgage loans payable were secured by certain of its self-storage properties with net book values of approximately $233.1 million and $195.4 million, respectively. The following table represents the future principal payment requirements on the outstanding mortgage loans and notes payable as of December 31, 2016 (in thousands):

2017	$	8,576
2018		2,490
2019		11,485
2020		12,616
2021		44,873
2022 and thereafter		31,546
Total mortgage payments		111,586
Plus: Unamortized fair value adjustment		3,742
Less: Loan procurement costs, net		(710)
Total mortgage loans and notes payable, net	$	114,618

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9.  ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table summarizes the changes in accumulated other comprehensive loss by component for the year ended December 31, 2016 (in thousands):

	Unrealized losses
	on interest rate
	swaps
Other comprehensive loss before reclassifications	$	(1,231)
Amounts reclassified from accumulated other comprehensive loss		4,359	(a)
Net current-period other comprehensive income		3,128
Balance at December 31, 2015		(4,978)
Balance at December 31, 2016	$	(1,850)

(a) See note 10 for additional information about the effects of the amounts reclassified.

10.  RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS

The Company’s use of derivative instruments is limited to the utilization of interest rate swap agreements or other instruments to manage interest rate risk exposures and not for speculative purposes. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure, as well as to hedge specific transactions. The counterparties to these arrangements are major financial institutions with which the Company and its subsidiaries may also have other financial relationships. The Company is potentially exposed to credit loss in the event of non-performance by these counterparties. However, because of the high credit ratings of the counterparties, the Company does not anticipate that any of the counterparties will fail to meet these obligations as they come due. The Company does not hedge credit or property value market risks.

The Company has entered into interest rate swap agreements that qualify and are designated as cash flow hedges designed to reduce the impact of interest rate changes on its variable rate debt.  Therefore, the interest rate swaps are recorded in the consolidated balance sheet at fair value, and the related gains or losses are deferred in shareholders’ equity as accumulated other comprehensive loss.  These deferred gains and losses are amortized into interest expense during the period or periods in which the related interest payments affect earnings.  However, to the extent that the interest rate swaps are not perfectly effective in offsetting the change in value of the interest payments being hedged, the ineffective portion of these contracts is recognized in earnings immediately.

The Company formally assesses, both at inception of a hedge and on an on-going basis, whether each derivative is highly-effective in offsetting changes in cash flows of the hedged item. If management determines that a derivative is highly-effective as a hedge, then the Company accounts for the derivative using hedge accounting, pursuant to which gains or losses inherent in the derivative do not impact the Company’s results of operations.  If management determines that a derivative is not highly-effective as a hedge or if a derivative ceases to be a highly-effective hedge, the Company will discontinue hedge accounting prospectively and will reflect in its statement of operations realized and unrealized gains and losses in respect of the derivative.

The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of December 31, 2016 and December 31, 2015, respectively (in thousands):

Hedge	Hedge	Notional Amount								Fair Value
Product	Type (a)	December 31, 2016		December 31, 2015		Strike		Effective Date	Maturity	December 31, 2016		December 31, 2015
Swap	Cash flow	$	—	$	40,000	1.8025	%	6/20/2011	6/20/2016	$	—	$	(243)
Swap	Cash flow		—		40,000	1.8025	%	6/20/2011	6/20/2016		—		(243)
Swap	Cash flow		—		20,000	1.8025	%	6/20/2011	6/20/2016		—		(122)
Swap	Cash flow		75,000		75,000	1.3360	%	12/30/2011	3/31/2017		(103)		(540)
Swap	Cash flow		50,000		50,000	1.3360	%	12/30/2011	3/31/2017		(69)		(360)
Swap	Cash flow		50,000		50,000	1.3360	%	12/30/2011	3/31/2017		(69)		(360)
Swap	Cash flow		25,000		25,000	1.3375	%	12/30/2011	3/31/2017		(34)		(180)
Swap	Cash flow		40,000		40,000	2.4590	%	6/20/2011	6/20/2018		(797)		(1,350)
Swap	Cash flow		40,000		40,000	2.4725	%	6/20/2011	6/20/2018		(804)		(1,364)
Swap	Cash flow		20,000		20,000	2.4750	%	6/20/2011	6/20/2018		(404)		(683)
		$	300,000	$	400,000					$	(2,280)	$	(5,445)

(a) Hedging unsecured variable rate debt by fixing 30-day LIBOR.

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The Company measures its derivative instruments at fair value and records them in the balance sheet as either an asset or liability.  As of December 31, 2016 and 2015, all derivative instruments were included in accounts payable, accrued expenses, and other liabilities in the accompanying consolidated balance sheets.  The effective portions of changes in the fair value of the derivatives are reported in accumulated other comprehensive income (loss).  Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.  The change in unrealized losses on interest rate swaps reflects a reclassification of $4.4 million of unrealized losses from accumulated other comprehensive loss as an increase to interest expense during 2016.  The Company estimates that $1.8 million will be reclassified as an increase to interest expense in 2017.

11.  FAIR VALUE MEASUREMENTS

The Company applies the methods of determining fair value, as described in authoritative guidance, to value its financial assets and liabilities. As defined in the guidance, fair value is based on the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, as well as considering counterparty credit risk in its assessment of fair value.

Financial assets and liabilities carried at fair value as of December 31, 2016 are classified in the table below in one of the three categories described above (dollars in thousands):

	Level 1		Level 2		Level 3
Interest rate swap derivative liabilities	$	—	$	2,280	$	—
Total liabilities at fair value	$	—	$	2,280	$	—

Financial assets and liabilities carried at fair value as of December 31, 2015 are classified in the table below in one of the three categories described above (dollars in thousands):

	Level 1		Level 2		Level 3
Interest Rate Swap Derivative Liabilities	$	—	$	5,445	$	—
Total liabilities at fair value	$	—	$	5,445	$	—

Financial assets and liabilities carried at fair value were classified as Level 2 inputs.  For financial liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including LIBOR yield curves, bank price quotes for forward starting swaps, NYMEX futures pricing, and common stock price quotes. Below is a summary of valuation techniques for Level 2 financial liabilities:

· Interest rate swap derivative assets and liabilities — valued using LIBOR yield curves at the reporting date. Counterparties to these contracts are most often highly rated financial institutions, none of which experienced any significant downgrades in 2016 that would reduce the amount owed by the Company.  Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company’s derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by

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the Company and the counterparties. However, as of December 31, 2016, the Company has assessed the significance of the effect of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The fair values of financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximate their respective carrying values as of December 31, 2016 and 2015.  The aggregate carrying value and estimated fair value of the Company’s debt was $1.6 billion and $1.3 billion as of December 31, 2016 and 2015, respectively. These estimates were based on a discounted cash flow analysis assuming market interest rates for comparable obligations as of December 31, 2016 and 2015.  The Company estimates the fair value of its fixed rate debt and the credit spreads over variable market rates on its variable rate debt by discounting the future cash flows of each instrument at estimated market rates or credit spreads consistent with the maturity of the debt obligation with similar credit policies, which is classified within level 2 of the fair value hierarchy. Rates and credit spreads take into consideration general market conditions and maturity.

12.  NONCONTROLLING INTERESTS

Interests in Consolidated Real Estate Joint Ventures

Noncontrolling interests in subsidiaries represent the ownership interests of third parties in the Company’s consolidated real estate ventures. The Company has determined that these ventures are variable interest entities, and that the Company is the primary beneficiary. Accordingly, the Company consolidates the assets, liabilities, and results of operations of the real estate ventures in the table below (dollars in thousands):

			Date Opened /	CubeSmart
	Number of		Estimated	Ownership	December 31, 2016
Development Ventures	Stores	Location	Opening	Interest	Total Assets		Total Liabilities
2225 46th St, LLC ("46th St") (1)	1	Queens, NY	Q4 2018 (est.)	51%	$	15,328	$	1,859
CS SJM E 92nd Street, LLC ("92nd St")	1	New York, NY	Q2 2018 (est.)	90%		452		315
2880 Exterior St, LLC ("Exterior St") (1)	1	Bronx, NY	Q2 2018 (est.)	51%		35,010		14,875
3068 Cropsey Avenue, LLC ("Cropsey Ave") (1)	1	Brooklyn, NY	Q4 2017 (est.)	51%		23,814		12,475
444 55th Street Holdings, LLC ("55th St") (2)	1	New York, NY	Q3 2017 (est.)	90%		81,100		35,819
CS SNL New York Ave, LLC ("SNL I") (3)	1	Brooklyn, NY	Q4 2015	90%		14,135		9,897
186 Jamaica Avenue, LLC ("SNL II") (3)	1	Brooklyn, NY	Q4 2015	90%		17,959		12,316
Shirlington Rd, LLC ("SRLLC") (3)	1	Arlington, VA	Q2 2015	90%		16,303		12,886
	8				$	204,101	$	100,442

(1) The noncontrolling members of 46th St, Exterior St, and Cropsey Ave have the option to put their ownership interest in the ventures to the Company for $14.2 million, $37.8 million, and $20.4 million, respectively, within the one-year period after construction of each store is substantially complete. Additionally, the Company has a one-year option to call the ownership interest of the noncontrolling members of 46th St, Exterior St, and Cropsey Ave for $14.2 million, $37.8 million, and $20.4 million, respectively, beginning on the second anniversary of the respective store’s construction being substantially complete. The Company is accreting the respective liabilities during the development periods and, as of December 31, 2016, has accrued $1.8 million, $14.7 million, and $11.3 million related to 46th St, Exterior St, and Cropsey Ave, respectively.

(2) In connection with the acquired property, 55th St assumed mortgage debt that was recorded at a fair value of $35.0 million, which fair value includes an outstanding principal balance totaling $32.5 million and a net premium of $2.5 million to reflect the estimated fair value of the debt at the time of assumption. The loan accrues interest at a fixed rate of 4.68%, matures on June 7, 2023, and is fully guaranteed by the Company.

(3) The Company has a related party commitment to these ventures to fund all or a portion of the construction costs. As of December 31, 2016, the Company has provided $9.7 million of a total $9.8 million loan commitment to SNL I, $12.2 million of a total $12.8 million loan commitment to SNL II, and $12.8 million of a total $14.6 million loan commitment to SRLLC, which are included in the total liability amounts within the table above. These loans and related interest were eliminated during consolidation.

USIFB was formed to own, operate, acquire, and develop self-storage properties in England.  The Company owned a 97% interest in USIFB through a wholly-owned subsidiary, and USIFB commenced operations at two stores in London, England during 2008.  The Company determined that USIFB is a variable interest entity, and that the Company is the primary beneficiary.  Accordingly, the Company consolidates the assets, liabilities, and results of operations of USIFB. On December 31, 2013 the Company provided a $6.8

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million (£4.1 million) loan secured by a mortgage on real estate assets of USIFB.  On June 30, 2014, one of the assets was sold for net proceeds of $7.0 million and the loan was repaid with proceeds from the sale. The loan and any related interest were eliminated during consolidation. On October 2, 2015, USIFB sold its remaining asset in London, England, for an aggregate sales price of £6.5 million (approximately $9.9 million). In connection with the sale, the Company recorded a gain of $3.0 million net of a foreign currency translation loss of $1.2 million.

Operating Partnership Ownership

The Company follows guidance regarding the classification and measurement of redeemable securities.  Under this guidance, securities that are redeemable for cash or other assets, at the option of the holder and not solely within the control of the issuer, must be classified outside of permanent equity/capital.  This classification results in certain outside ownership interests being included as redeemable noncontrolling interests outside of permanent equity/capital in the consolidated balance sheets.  The Company makes this determination based on terms in applicable agreements, specifically in relation to redemption provisions.

Additionally, with respect to redeemable ownership interests in the Operating Partnership held by third parties for which CubeSmart has a choice to settle the redemption by delivery of its own shares, the Operating Partnership considered the guidance regarding accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own shares, to evaluate whether CubeSmart controls the actions or events necessary to presume share settlement. The guidance also requires that noncontrolling interests classified outside of permanent capital be adjusted each period to the greater of the carrying value based on the accumulation of historical cost or the redemption value.

Approximately 1.1% and 1.2% of the outstanding OP Units as of December 31, 2016 and December 31, 2015, respectively, were not owned by CubeSmart, the sole general partner.  The interests in the Operating Partnership represented by these OP Units were a component of the consideration that the Operating Partnership paid to acquire certain self-storage properties. The holders of the OP Units are limited partners in the Operating Partnership and have the right to require CubeSmart to redeem all or part of their OP Units for, at the general partner’s option, an equivalent number of common shares of CubeSmart or cash based upon the fair value of an equivalent number of common shares of CubeSmart.  However, the partnership agreement contains certain provisions that could result in a cash settlement outside the control of CubeSmart and the Operating Partnership, as CubeSmart does not have the ability to settle in unregistered shares.  Accordingly, consistent with the guidance, the Operating Partnership records the OP Units owned by third parties outside of permanent capital in the consolidated balance sheets. Net income or loss related to the OP Units owned by third parties is excluded from net income or loss attributable to Operating Partner in the consolidated statements of operations.

On May 14, 2015, the Company closed on the acquisition of real property that will be developed into a self-storage property in Washington, D.C. In conjunction with the closing, the Company issued 20,408 OP Units, valued at approximately $0.5 million to pay a portion of the consideration. On April 16, 2016, upon completion of certain milestones, the Company issued 61,224 additional OP Units, valued at approximately $1.5 million, to pay the remaining consideration. The store is expected to commence operations during the first quarter of 2017.

As of December 31, 2016 and 2015, 2,032,394 and 2,159,650 OP Units, respectively, were held by third parties.  The per unit cash redemption amount of the outstanding OP Units was calculated based upon the average of the closing prices of the common shares of CubeSmart on the New York Stock Exchange for the final 10 trading days of the year. Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interests, the Company has reflected these interests at their redemption value as of December 31, 2016 and 2015, as the estimated redemption value exceeded their carrying value. As of December 31, 2016, the Operating Partnership recorded a decrease to OP units owned by third partieis and a corresponding increase to capital of $7.4 million. As of December 31, 2015, the Operating Partnership recorded an increase to OP Units owned by third parties and a corresponding decrease to capital of $19.6 million. 

13.  RELATED PARTY TRANSACTIONS

Affiliated Real Estate Investments

The Company provides management services to certain joint ventures and other related parties.  Management agreements provide generally for management fees of between 5-6% of total revenues earned on a cash basis at the managed stores.  Total management fees for unconsolidated joint ventures or other entities in which the Company held an ownership interest for the years ending December 31, 2016, 2015 and 2014 were $2.9 million, $1.0 million and $0.9 million, respectively.

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The management agreements for certain joint ventures, other related parties and third-party stores provide for the reimbursement to the Company for certain expenses incurred to manage the stores.  These amounts consist of amounts due for management fees, payroll and other store expenses.  The amounts due to the Company were $3.3 million and $1.9 million as of December 31, 2016 and 2015, respectively.  Additionally, as discussed in note 12 the Company has outstanding mortgage loans receivable from consolidated joint ventures of $34.7 million and $29.6 million as of December 31, 2016 and 2015, respectively, which are eliminated for consolidation purposes.  The Company believes that all of these related-party receivables are fully collectible.

The HVP operating agreement provides for an acquisition fee payable from HVP to the Company in an amount equal to 0.5% of the purchase price upon closing of an acquisition by HVP or any of its subsidiaries. During the year ended December 31, 2016, the Company recognized $1.8 million in acquisition fees in conjunction with HVP’s acquisition of 68 self storage properties, which are included in Other income on the consolidated statement of operations. The Company did not recognize any acquisition fees from HVP during the years ended December 31, 2015 and 2014.

14.  COMMITMENTS AND CONTINGENCIES

The Company currently owns seven operating self-storage properties and one self-storage property currently under development that are subject to ground leases, and two other operating self-storage properties that have portions of land that are subject to ground leases. The Company recorded ground rent expense of approximately $2.7 million, $2.4 million, and $2.0 million for the years ended December 31, 2016, 2015 and 2014, respectively.  Total future minimum rental payments under non-cancelable ground leases are as follows:

	Ground Lease
	Amount
	(in thousands)
2017	$	2,137
2018		2,355
2019		2,365
2020		2,430
2021		2,476
2022 and thereafter		112,313
	$	124,076

The Company has development agreements for the construction of seven new self-storage properties (see note 4), which will require payments of approximately $79.7 million, due in installments upon completion of certain construction milestones, during 2017 and 2018.

On July 13, 2015, a putative class action was filed against the Company in the Federal District Court of New Jersey seeking to obtain declaratory, injunctive and monetary relief for a class of New Jersey consumers based upon alleged violations by the Company of the New Jersey Truth in Customer Contract, Warranty and Notice Act and the New Jersey Consumer Fraud Act.  The Company brought a motion to partially dismiss the complaint for failure to state a claim, which motion was granted in part and denied in part. The plaintiff has moved to file an amended complaint to re-allege the action dismissed by the Court, which motion is presently pending decision. The Company intends to vigorously defend the action, and the possibility of any adverse outcome cannot be determined at this time.

The Company has been named as a defendant in lawsuits in the ordinary course of business.  In most instances, these claims are covered by the Company’s liability insurance coverage.  Management believes that the ultimate settlement of the suits will not have a material adverse effect on the Company’s financial statements.

15.  SHARE-BASED COMPENSATION PLANS

On June 1, 2016 the Company’s shareholders approved an amendment and restatement of the Company’s 2007 Equity Incentive Plan, a share-based employee compensation plan originally approved by shareholders on May 8, 2007 and subsequently amended with shareholder approval on June 2, 2010 (as amended and restated, the “2007 Plan”).  The purpose of the 2007 Plan is to attract and retain highly qualified executive officers, Trustees and key employees and other persons and to motivate such officers, Trustees, key employees, and other persons to serve the Company and its affiliates to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company.  To this end, the 2007 Plan provides for the grant of share options, share appreciation rights, restricted shares, restricted share units, performance awards, which may be denominated in cash or shares, included restricted shares and restricted share units, and other share-based awards, including unrestricted common shares or awards denominated or payable in, or valued in whole or part by reference to, common shares.  Any of these awards may, but need not, be made as performance incentives to reward attainment of

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annual or long-term performance goals.  Share options granted under the 2007 Plan may be non-qualified share options or incentive share options.

Upon shareholder approval of the amendment and restatement of the 2007 Plan in June 2016, 4,500,000 additional common shares were made available for award under the 2007 Plan.  As a result, these 4,500,000 additional shares, together with the 991,117 shares that remained available for future awards under the 2007 Plan at the time of the shareholder approval, plus any common shares that are restored to availability upon expiration or forfeiture of outstanding options or restricted share awards, would constitute the “Aggregate Share Reserve”.  As of December 31, 2016: (i) 5,471,377 common shares remained available for future awards under the 2007 Plan; (ii) 498,228 unvested restricted share awards were outstanding under the 2007 Plan; and (iii) 1,934,255 common shares were subject to outstanding options under the 2007 Plan (with the outstanding options having a weighted average exercise price of $12.93 per share and a weighted average term to maturity of 4.84 years).

Prior to the June 2016 amendments, the 2007 Plan used a “Fungible Units” methodology for computing the maximum number of common shares available for issuance under the 2007 Plan.  The Fungible Units methodology assigned weighted values to different types of awards under the 2007 Plan without assigning specific numerical limits for different types of awards. As amended in June 2016, the 2007 Plan provides that any common shares made the subject of awards under the 2007 Plan will count against the Aggregate Share Reserve as one (1) unit. The Aggregate Share Reserve and the computation of the number of common shares available for issuance is subject to adjustment upon certain corporate transactions or events, including share splits, reverse share splits and recapitalizations.  The number of shares counted against the Aggregate Share Reserve includes the full number of shares subject to the award, and is not reduced in the event shares are withheld to fund withholding tax obligations, or, in the case of options and share appreciation rights, where shares are applied to pay the exercise price.  If an option or other award granted under the 2007 Plan expires, is forfeited or otherwise terminates, the common shares subject to any portion of the award that expires, is forfeited or that otherwise terminates, as the case may be, again becomes available for issuance under the 2007 Plan.

The 2007 Plan is administered by the Compensation Committee of the Company’s Board of Trustees (the “Compensation Committee”), which is appointed by the Board of Trustees.  The Compensation Committee interprets the 2007 Plan and, subject to its right to delegate authority to grant awards, determines the terms and provisions of option grants and share awards.

Subject to adjustment upon certain corporate transactions or events, a participant (other than a non-employee trustee) may not receive awards under the 2007 Plan in any one calendar year covering more than 1,000,000 shares.  Subject to adjustment upon certain corporate transactions or events, a non-employee trustee may not receive awards under the 2007 Plan in any one calendar year covering more than 250,000 shares.

Under the 2007 Plan, the Compensation Committee determines the vesting schedule of each share award and option, subject to a one-year minimum vesting requirement, but with permitted  acceleration of vesting in the event of a participant’s death or disability, or in the event of a change in control or certain changes in our capital structure.  Notwithstanding the foregoing one-year minimum vesting limitation, up to five percent of the shares subject to the Aggregate Share Reserve may be subject to awards that are not subject to such limitation.  The exercise price for options is equivalent to the fair value of the underlying common shares at the grant date.  The Compensation Committee also determines the term of each option, which shall not exceed 10 years from the grant date.

On October 19, 2004, the Company’s sole shareholder approved a share-based employee compensation plan, the 2004 Equity Incentive Plan (the “2004 Plan”).  The 2004 Plan expired in October 2014.  Prior to its expiration, a total of 3.0 million common shares were reserved for issuance under the 2004 Plan. Subsequent to its expiration, no new equity awards may be granted under the 2004 Plan, and to the extent that options expire unexercised or are terminated, surrendered or canceled, the options and share awards no longer become available for future grants under the 2004 Plan. As of December 31, 2016, there were approximately 20 thousand shares outstanding under the 2004 Plan.

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Share Options

The fair values for options granted in 2016, 2015, and 2014 were estimated at the time the options were granted using the Black-Scholes option-pricing model applying the following weighted average assumptions:

Assumptions:	2016			2015			2014
Risk-free interest rate		1.8	%		1.5	%		1.9	%
Expected dividend yield		2.7	%		2.6	%		3.2	%
Volatility (a)		33.00	%		33.00	%		37.98	%
Weighted average expected life of the options (b)		6.0	years		6.0	years		6.0	years
Weighted average grant date fair value of options granted per share	$	7.61		$	6.23		$	4.33

(a) Expected volatility is based upon the level of volatility historically experienced.

(b) Expected life is based upon our expectations of share option recipients’ expected exercise and termination patterns.

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options. In addition, option-pricing models require the input of highly subjective assumptions, including the expected share price volatility. Volatility for the 2016, 2015 and 2014 grants was based on the trading history of the Company’s shares.

In 2016, 2015, and 2014, the Company recognized compensation expense related to options issued to employees and executives of approximately $1.3 million, $1.0 million and $0.9 million, respectively, which was recorded in general and administrative expense.  Approximately 213,008 share options were issued during 2016 for which the fair value of the options at their respective grant dates was approximately $1.6 million, which vest over three years.  As of December 31, 2016, the Company had approximately $1.6 million of unrecognized option compensation cost related to all grants that will be recorded over the next three years.

The table below summarizes the option activity under the 2004 Plan and the 2007 Plan for the years ended December 31, 2016, 2015 and 2014:

				Weighted Average
	Number of Shares	Weighted Average		Remaining
	Under Option	Strike Price		Contractual Term
Balance at December 31, 2013	4,904,613	$	10.99	4.66
Options granted	223,590		15.73	9.08
Options canceled	(10,731)		17.38	—
Options exercised	(1,425,171)		9.69	3.21
Balance at December 31, 2014	3,692,301	$	11.76	4.16
Options granted	202,485		25.00	9.08
Options canceled	(18,230)		19.75	—
Options exercised	(1,454,612)		11.31	2.38
Balance at December 31, 2015	2,421,944	$	13.07	4.08
Options granted	213,008		30.32	9.07
Options exercised	(695,262)		18.69	0.29
Balance at December 31, 2016	1,939,690	$	12.94	4.85
Vested or expected to vest at December 31, 2016	1,939,690	$	12.94	4.85
Exercisable at December 31, 2016	1,520,731	$	9.35	3.87

As of December 31, 2016, the aggregate intrinsic value of options outstanding, of options that vested or expected to vest and of options that were exercisable was approximately $27.6 million.  The aggregate intrinsic value of options exercised was approximately $8.5 million for the year ended December 31, 2016.

Restricted Shares

The Company applies the fair value method of accounting for contingently issued shares.  As such, each grant is recognized ratably over the related vesting period.  Approximately 155,000 restricted shares and share units were issued during 2016 for which the fair value of the restricted shares and share units at their respective grant dates was approximately $5.2 million, which vest over three to five years.  During

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2015, approximately 115,000 restricted shares and share units were issued for which the fair value of the restricted shares and share units at their respective grant dates was approximately $3.2 million.  As of December 31, 2016 the Company had approximately $4.7 million of remaining unrecognized restricted share and share unit compensation costs that will be recognized over the next five years.  Restricted share awards are considered to be performance awards and are valued using the share price on the grant date.  The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.

In 2016, 2015 and 2014, the Company recognized compensation expense related to restricted shares and share units issued to employees and Trustees of approximately $3.6 million, $2.7 million, and $3.5 million, respectively; these amounts were recorded in general and administrative expense. The following table presents non-vested restricted share and share unit activity during 2016:

	Number of Non-
	Vested Restricted
	Shares and Share Units
Non-Vested at January 1, 2016	301,824
Granted	154,561
Vested	(130,340)
Forfeited	(3,023)
Non-Vested at  December 31, 2016	323,022

On January 22, 2016, 37,008 restricted share units were granted to certain executives.  The restricted share units were granted in the form of deferred share units with a market condition, entitling the holders thereof to receive common shares at a future date.  The deferred share units will be awarded based on the Company’s total return to shareholders with respect to a specified peer group consisting of publicly traded REITs over a three-year period.  The fair value of the restricted share units on the grant date was approximately $1.6 million.  The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards.  The restricted share units will cliff vest upon the third anniversary of the effective date, or December 31, 2018.  The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.

On January 23, 2015, 35,614 restricted share units were granted to certain executives.  The restricted share units were granted in the form of deferred share units with a market condition, entitling the holders thereof to receive common shares at a future date.  The deferred share units will be awarded based on the Company’s total return to shareholders with respect to a specified peer group consisting of publicly traded REITs over a three-year period.  The fair value of the restricted share units on the grant date was approximately $1.3 million.  The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards.  The restricted share units will cliff vest upon the third anniversary of the effective date, or December 31, 2017.  The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.

On January 24, 2014, 47,487 restricted share units were granted to certain executives.  The restricted share units were granted in the form of deferred share units with a market condition, entitling the holders thereof to receive common shares at a future date.  The deferred share units will be awarded based on the Company’s total return to shareholders with respect to a specified peer group consisting of publicly traded REITs over a three-year period.  The fair value of the restricted share units on the grant date was approximately $0.9 million.  The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards.  The restricted share units cliff vested on December 31, 2016.  The compensation expense recognized related to these awards is included in the amounts disclosed above.

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16.  EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS’ EQUITY AND CAPITAL

Earnings per common share and shareholders’ equity

The following is a summary of the elements used in calculating basic and diluted earnings per common share:

	For the year ended December 31,
	2016		2015		2014
	(Dollars and shares in thousands, except per share amounts)
Income from continuing operations	$	88,376	$	78,756	$	26,366
Noncontrolling interests in the Operating Partnership		(941)		(960)		(302)
Noncontrolling interest in subsidiaries		470		(84)		(16)
Distribution to preferred shares (1)		(5,045)		(6,008)		(6,008)
Preferred share redemption charge		(2,937)		—		—
Income from continuing operations attributable to the Company’s common shareholders	$	79,923	$	71,704	$	20,040
Total discontinued operations		—		—		336
Noncontrolling interests in the Operating Partnership		—		—		(5)
Total discontinued operations attributable to the Company’s common shareholders	$	—	$	—	$	331
Net income attributable to the Company’s common shareholders	$	79,923	$	71,704	$	20,371
Weighted-average shares outstanding		178,246		168,640		149,107
Share options and restricted share units		1,287		1,551		1,756
Weighted-average diluted shares outstanding (2)		179,533		170,191		150,863
Basic earnings per share from continuing operations attributable to common shareholders	$	0.45	$	0.43	$	0.13
Basic earnings per share from discontinued operations attributable to common shareholders		—		—		0.01
Basic earnings per share attributable to common shareholders	$	0.45	$	0.43	$	0.14
Diluted earnings per share from continuing operations attributable to common shareholders	$	0.45	$	0.42	$	0.13
Diluted earnings per share from discontinued operations attributable to common shareholders		—		—		0.01
Diluted earnings per share attributable to common shareholders	$	0.45	$	0.42	$	0.14

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Earnings per common unit and capital

The following is a summary of the elements used in calculating basic and diluted earnings per common unit:

	For the year ended December 31,
	2016		2015		2014
	(Dollars and units in thousands, except per unit amounts)
Income from continuing operations	$	88,376	$	78,756	$	26,366
Operating Partnership interests of third parties		(941)		(960)		(302)
Noncontrolling interest in subsidiaries		470		(84)		(16)
Distribution to preferred unitholders (1)		(5,045)		(6,008)		(6,008)
Preferred unit redemption charge		(2,937)		—		—
Income from continuing operations attributable to common unitholders	$	79,923	$	71,704	$	20,040
Total discontinued operations		—		—		336
Operating Partnership interests of third parties		—		—		(5)
Total discontinued operations attributable to common unitholders	$	—	$	—	$	331
Net income attributable to common unitholders	$	79,923	$	71,704	$	20,371
Weighted-average units outstanding		178,246		168,640		149,107
Unit options and restricted share units		1,287		1,551		1,756
Weighted-average diluted units outstanding (2)		179,533		170,191		150,863
Basic earnings per unit from continuing operations attributable to common unitholders	$	0.45	$	0.43	$	0.13
Basic earnings per unit from discontinued operations attributable to common unitholders		—		—		0.01
Basic earnings per unit attributable to common unitholders	$	0.45	$	0.43	$	0.14
Diluted earnings per unit attributable to common unitholders	$	0.45	$	0.42	$	0.13
Diluted earnings per unit from discontinued operations attributable to common unitholders		—		—		0.01
Diluted earnings per unit attributable to common unitholders	$	0.45	$	0.42	$	0.14

(1) For the year ended December 31, 2016, the Company declared cash dividends per preferred share/unit of $1.626 prior to redemption of the preferred shares on November 2, 2016. For each of the years ended December 31, 2015 and 2014, the Company declared cash dividends per preferred share/unit of $1.938.

(2) For the years ended December 31, 2016, 2015 and 2014, the Company declared cash dividends per common share/unit of $0.90, $0.69, and $0.55, respectively.

The OP units and common units have essentially the same economic characteristics as they share equally in the total net income or loss and distributions of the Operating Partnership.  An Operating Partnership unit may be redeemed for cash, or at the Company’s option, common units on a one-for-one basis.  Outstanding noncontrolling interest units in the Operating Partnership were 2,032,394; 2,159,650 and 2,257,486 as of December 31, 2016, 2015 and 2014, respectively. There were 180,083,111; 174,667,870 and 163,956,675 common units outstanding as of December 31, 2016, 2015 and 2014, respectively.

F-43

Common and Preferred Shares

On November 2, 2016, the Company redeemed all 3.1 million outstanding shares of 7.75% Series A Cumulative Redeemable Preferred Shares (the “Series A Preferred Shares”) at a cash redemption price of $25.00 per share plus accumulated and unpaid dividends up to and including the date of redemption of $0.17374 per share. The redemption price of $77.5 million for the redemption of the Series A Preferred Shares was paid by the Company from available cash balances. In connection with the redemption, the Company recognized a charge of $2.9 million related to excess redemption costs over the original net proceeds.

Pursuant to a previous sales agreement, the company had an “at-the-market” equity program that enabled it to sell common shares through a sales agent. On May 7, 2013, the Company terminated the previous sales agreement with its previous sales agent and entered into separate equity distribution agreements (the “Equity Distribution Agreements”) with a group of sales agents (collectively, the “Sales Agents”).   The Equity Distribution Agreements replaced the previous sale agreement and were amended on May 5, 2014, October 2, 2014, and December 30, 2015 to increase the number of common shares authorized for sale through “at-the-market” equity offerings.  Pursuant to the Equity Distribution Agreements, as amended, the Company may sell, from time to time, up to 40.0 million common shares of beneficial interest through the Sales Agents.

During 2016, the Company sold a total of 4.4 million common shares under the agreements at an average sales price of $31.25 per share, resulting in net proceeds of $136.1 million after deducting offering costs.  The proceeds from the sales conducted during the year ended December 31, 2016 were used to fund acquisitions of storage properties and for general corporate purposes.  As of December 31, 2016, 5.8 million common shares remained available for issuance under the Equity Distribution Agreements.

During 2015, the Company sold a total of 9.0 million common shares under the agreements at an average sales price of $26.35 per share, resulting in net proceeds of $234.2 million after deducting offering costs.  The proceeds from the sales conducted during the year ended December 31, 2015 were used to fund acquisitions of storage properties and for general corporate purposes.  As of December 31, 2015, 10.2 million common shares remained available for issuance under the Equity Distribution Agreements.

On October 20, 2014, the Parent Company completed its public offering of 7,475,000 common shares at a public offering price of $19.33, inclusive of the full exercise by the underwriters of their option to purchase 975,000 shares to cover over-allotments. The Company received approximately $143.0 million in net proceeds from the offering after deducting the underwriting discount and other offering expenses.  The proceeds combined with the proceeds raised from the program were used for general corporate purposes including funding a portion of the Company’s investment activity.

During 2014, the Company sold a total of 15.2 million common shares under the previous sales agreement and the Equity Distribution Agreements at an average sales price of $18.22 per share, resulting in net proceeds of $273.0 million after deducting offering costs.  The proceeds from the sales conducted during the year ended December 31, 2014 were used to fund acquisitions of storage properties and for general corporate purposes. As of December 31, 2014, 9.2 million common shares remained available for issuance under the Equity Distribution Agreements.

17.  INCOME TAXES

Deferred income taxes are established for temporary differences between financial reporting basis and tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse.  A valuation allowance for deferred tax assets is provided if the Company believes that it is more likely than not that all or some portion of the deferred tax asset will not be realized.  No valuation allowance was recorded as of December 31, 2016 or 2015.  The Company had net deferred tax assets of $1.3 million and $1.7 million, which are included in other assets on the Company’s consolidated balance sheets as of December 31, 2016 and 2015, respectively.  The Company recorded $0.7 million in tax benefits associated with share based compensation during the year, which is included in additional paid-in capital on the Company’s consolidated balance sheets. The Company believes it is more likely than not the deferred tax assets will be realized.

18.  DISCONTINUED OPERATIONS

In April 2014, the FASB issued an update to the accounting standard for the reporting of discontinued operations. The update redefined discontinued operations, changing the criteria for determining which disposals can be presented as discontinued operations and modified related disclosure requirements. The Company elected to adopt this guidance in 2014. None of the Company’s dispositions during 2014 or  2015 met the criteria for discontinued operations under the new guidance.

F-44

For the year ended December 31, 2014, income from discontinued operations relates to real estate tax refunds received as a result of appeals of previous tax assessments on six self-storage properties the Company sold in prior years. 

The following table summarizes the revenue and expense information for the period the Company owned the stores classified as discontinued operations during the years ended December 31, 2016, 2015 and 2014 (in thousands):

	For the year ended December 31,
	2016		2015		2014
REVENUES
Rental income	$	—	$	—	$	—
Other property related income		—		—		—
Total revenues		—		—		—
OPERATING EXPENSES
Property operating expenses		—		—		(336)
Depreciation and amortization		—		—		—
Total operating expenses		—		—		(336)
OPERATING INCOME		—		—		336
OTHER (EXPENSE) INCOME
Interest expense on loans		—		—		—
Gain from dispositions of discontinued operations		—		—		—
Income from discontinued operations	$	—	$	—	$	336

19.  PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

During the year ended December 31, 2016, the Company acquired 28 self-storage properties for an aggregate purchase price of approximately $403.6 million (see note 3).

The condensed consolidated pro forma financial information set forth below reflects adjustments to the Company’s historical financial data to give effect to each of the acquisitions and related financing activity (including the issuance of common shares) that occurred during 2016 and 2015 as if each had occurred as of January 1, 2015 and 2014, respectively.  The unaudited pro forma information presented below does not purport to represent what the Company’s actual results of operations would have been for the periods indicated, nor does it purport to represent the Company’s future results of operations.

The following table summarizes, on a pro forma basis, the Company’s consolidated results of operations for the year ended December 31, 2016 and 2015 based on the assumptions described above:

	Year ended December 31,
	2016		2015
	(in thousands, except per share data)
Pro forma revenue	$	520,341	$	428,234
Pro forma net income from continuing operations	$	120,248	$	90,559
Earnings per common share from continuing operations:
Basic - as reported	$	0.45	$	0.43
Diluted - as reported	$	0.45	$	0.42
Basic - as pro forma	$	0.63	$	0.50
Diluted - as pro forma	$	0.62	$	0.49

F-45

20.  SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

The following is a summary of quarterly financial information for the years ended December 31, 2016 and 2015 (in thousands, except per share data):

	Three months ended
	March 31,		June 30,		September 30,		December 31,
	2016		2016		2016		2016
Total revenues	$	118,871	$	126,526	$	132,096	$	132,546
Total operating expenses		90,145		93,509		92,585		90,848
Net income attributable to the Company		15,750		20,424		24,884		26,847
Basic earnings per share		0.08		0.11		0.13		0.13
Diluted earnings per share		0.08		0.11		0.13		0.13

	Three months ended
	March 31,		June 30,		September 30,		December 31,
	2015		2015		2015		2015
Total revenues	$	103,688	$	109,871	$	115,970	$	114,992
Total operating expenses		83,009		84,163		86,265		83,196
Net income attributable to the Company		8,434		13,724		18,438		37,116
Basic earnings per share		0.04		0.07		0.10		0.21
Diluted earnings per share		0.04		0.07		0.10		0.20

The sum of quarterly earnings per share amounts do not necessarily equal the full year amounts.  The above information was updated to reclassify amounts to discontinued operations (see note 18).

F-46

CUBESMART

SCHEDULE III

REAL ESTATE AND RELATED DEPRECIATION

December 31, 2016

(Dollars in thousands)

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2016
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Chandler I, AZ	47,680		327	1,257	357	327	1,439	1,766	544	2005
Chandler II, AZ	82,889		1,518	7,485	83	1,518	7,568	9,086	801	2013
Gilbert I, AZ	57,300		951	4,688	30	951	4,718	5,669	576	2013
Gilbert II, AZ	91,505		1,199	11,846	—	1,199	11,846	13,045	29	2016
Glendale, AZ	56,807		201	2,265	1,085	418	2,798	3,216	1,271	1998
Green Valley, AZ	25,050		298	1,153	173	298	1,116	1,414	397	2005
Mesa I, AZ	52,575		920	2,739	234	921	2,526	3,447	938	2006
Mesa II, AZ	45,511		731	2,176	231	731	2,089	2,820	782	2006
Mesa III, AZ	59,629		706	2,101	246	706	1,963	2,669	731	2006
Peoria, AZ	110,835		1,436	7,082	213	1,436	7,295	8,731	352	2015
Phoenix I, AZ	100,875		1,134	3,376	476	1,135	3,201	4,336	1,191	2006
Phoenix II, AZ	83,160		756	2,251	1,578	847	3,130	3,977	1,075	2006/2011
Phoenix III, AZ	121,731		2,115	10,429	124	2,115	10,553	12,668	953	2014
Phoenix IV, AZ	69,660		930	12,277	21	930	12,298	13,228	112	2016
Queen Creek, AZ	94,462		1,159	5,716	80	1,159	5,796	6,955	324	2015
Scottsdale, AZ	79,525		443	4,879	1,753	883	5,516	6,399	2,482	1998
Surprise , AZ	72,575		584	3,761	44	584	3,805	4,389	131	2015
Tempe I, AZ	53,890		749	2,159	522	749	2,371	3,120	755	2005
Tempe II, AZ	68,409		588	2,898	2,140	588	5,038	5,626	524	2013
Tucson I, AZ	59,800		188	2,078	1,050	384	2,624	3,008	1,175	1998
Tucson II, AZ	43,950		188	2,078	1,068	391	2,662	3,053	1,160	1998
Tucson III, AZ	49,832		532	2,048	254	533	1,941	2,474	703	2005
Tucson IV, AZ	48,040		674	2,595	317	675	2,492	3,167	896	2005
Tucson V, AZ	45,134		515	1,980	350	515	1,974	2,489	714	2005
Tucson VI, AZ	40,814		440	1,692	223	430	1,617	2,047	592	2005
Tucson VII, AZ	52,688		670	2,576	314	670	2,476	3,146	907	2005
Tucson VIII, AZ	46,650		589	2,265	333	589	2,247	2,836	803	2005
Tucson IX, AZ	67,496		724	2,786	462	725	2,727	3,452	978	2005
Tucson X, AZ	46,350		424	1,633	243	425	1,567	1,992	571	2005
Tucson XI, AZ	42,900		439	1,689	413	439	1,811	2,250	697	2005
Tucson XII, AZ	42,275		671	2,582	331	672	2,484	3,156	879	2005
Tucson XIII, AZ	45,800		587	2,258	342	587	2,231	2,818	802	2005
Tucson XIV, AZ	48,995		707	2,721	463	708	2,637	3,345	964	2005
Benicia, CA	74,770		2,392	7,028	300	2,392	6,244	8,636	2,213	2005
Citrus Heights, CA	75,620		1,633	4,793	231	1,634	4,250	5,884	1,576	2005
Corona, CA	94,975		2,107	10,385	59	2,107	10,444	12,551	719	2014
Diamond Bar, CA	103,309		2,522	7,404	234	2,524	6,546	9,070	2,423	2005
Escondido, CA	143,645		3,040	11,804	201	3,040	9,646	12,686	2,832	2007
Fallbrook, CA	45,976		133	1,492	1,801	432	2,784	3,216	1,234	1997
Fremont, CA	51,243		1,158	5,711	161	1,158	5,872	7,030	548	2014
Lancaster, CA	60,450		390	2,247	1,052	556	2,564	3,120	959	2001
Long Beach, CA	124,571		3,138	14,368	855	3,138	13,287	16,425	4,541	2006
Murrieta, CA	49,785		1,883	5,532	246	1,903	4,913	6,816	1,743	2005
North Highlands, CA	57,094		868	2,546	420	868	2,508	3,376	927	2005
Ontario, CA	93,590		1,705	8,401	307	1,705	8,708	10,413	606	2014
Orangevale, CA	50,542		1,423	4,175	305	1,423	3,807	5,230	1,414	2005
Pleasanton, CA	83,600		2,799	8,222	208	2,799	7,187	9,986	2,547	2005
Rancho Cordova, CA	53,978		1,094	3,212	321	1,095	2,991	4,086	1,094	2005
Rialto I, CA	57,391		899	4,118	209	899	3,755	4,654	1,310	2006
Rialto II, CA	99,783		277	3,098	1,751	672	4,057	4,729	1,914	1997
Riverside I, CA	67,020		1,351	6,183	573	1,351	5,924	7,275	2,023	2006
Riverside II, CA	85,176		1,170	5,359	369	1,170	4,937	6,107	1,733	2006
Roseville, CA	59,944		1,284	3,767	397	1,284	3,565	4,849	1,330	2005
Sacramento I, CA	50,664		1,152	3,380	317	1,152	3,138	4,290	1,156	2005
Sacramento II, CA	62,088		1,406	4,128	244	1,407	3,708	5,115	1,370	2005
San Bernardino I, CA	31,070		51	572	1,185	182	1,429	1,611	615	1997
San Bernardino II, CA	41,546		112	1,251	1,274	306	1,983	2,289	886	1997
San Bernardino III, CA	35,416		98	1,093	1,316	242	1,913	2,155	817	1997
San Bernardino IV, CA	83,277		1,872	5,391	212	1,872	4,887	6,759	1,728	2005
San Bernardino V, CA	56,745		783	3,583	509	783	3,566	4,349	1,263	2006
San Bernardino VII, CA	78,753		1,475	6,753	305	1,290	6,311	7,601	2,229	2006
San Bernardino VIII, CA	103,417		1,691	7,741	594	1,692	6,382	8,074	2,277	2006
San Marcos, CA	37,425		775	2,288	169	776	2,087	2,863	762	2005
Santa Ana, CA	63,916		1,223	5,600	370	1,223	5,191	6,414	1,806	2006
South Sacramento, CA	52,440		790	2,319	334	791	2,234	3,025	810	2005
Spring Valley, CA	55,035		1,178	5,394	760	1,178	5,410	6,588	1,876	2006
Temecula I, CA	81,340		660	4,735	997	899	5,167	6,066	2,156	1998
Temecula II, CA	84,543		3,080	5,839	561	3,080	5,471	8,551	1,547	2007
Vista I, CA	74,238		711	4,076	2,330	1,118	5,097	6,215	1,922	2001
Vista II, CA	147,763		4,629	13,599	167	4,629	11,706	16,335	4,204	2005
Walnut, CA	50,708		1,578	4,635	319	1,595	4,216	5,811	1,496	2005
West Sacramento, CA	40,015	(A)	1,222	3,590	212	1,222	3,235	4,457	1,165	2005
Westminster, CA	68,393		1,740	5,142	375	1,743	4,630	6,373	1,719	2005
Aurora, CO	75,867		1,343	2,986	474	1,343	2,919	4,262	1,004	2005
Centennial, CO	62,400		1,281	8,958	45	1,281	9,003	10,284	190	2016
Colorado Springs I, CO	47,975		771	1,717	372	771	1,746	2,517	618	2005
Colorado Springs II, CO	62,400		657	2,674	251	656	2,417	3,073	847	2006
Denver I, CO	59,200		673	2,741	223	646	2,486	3,132	921	2006
Denver II, CO	74,460		1,430	7,053	109	1,430	7,162	8,592	979	2012
Denver III, CO	76,125		1,828	12,109	15	1,828	12,124	13,952	123	2016
Federal Heights, CO	54,770		878	1,953	271	879	1,828	2,707	642	2005
Golden, CO	87,800		1,683	3,744	517	1,684	3,589	5,273	1,241	2005
Littleton, CO	53,490		1,268	2,820	360	1,268	2,672	3,940	891	2005
Northglenn, CO	43,102		862	1,917	386	662	2,089	2,751	667	2005
Bloomfield, CT	48,700		78	880	2,397	360	2,700	3,060	1,131	1997

F-47

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2016
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Branford, CT	50,629		217	2,433	1,415	504	3,135	3,639	1,475	1995
Bristol, CT	47,725		1,819	3,161	88	1,819	2,785	4,604	1,113	2005
East Windsor, CT	46,066		744	1,294	499	744	1,523	2,267	616	2005
Enfield, CT	52,875		424	2,424	456	473	2,111	2,584	837	2001
Gales Ferry, CT	54,905		240	2,697	1,508	489	3,522	4,011	1,781	1995
Manchester I, CT	46,925		540	3,096	415	563	2,738	3,301	1,170	2002
Manchester II, CT	52,725		996	1,730	321	996	1,744	2,740	672	2005
Manchester III, CT	60,113		671	3,308	154	671	3,462	4,133	329	2014
Milford, CT	44,885		87	1,050	1,184	274	1,740	2,014	792	1996
Monroe, CT	58,500		2,004	3,483	642	2,004	3,441	5,445	1,425	2005
Mystic, CT	50,825		136	1,645	2,021	410	2,923	3,333	1,320	1996
Newington I, CT	42,620		1,059	1,840	216	1,059	1,762	2,821	697	2005
Newington II, CT	36,140		911	1,584	265	911	1,575	2,486	624	2005
Norwalk I, CT	30,328		646	3,187	54	646	3,241	3,887	463	2012
Norwalk II, CT	78,175		1,171	15,422	82	1,171	15,504	16,675	355	2016
Old Saybrook I, CT	87,000		3,092	5,374	656	3,092	5,177	8,269	2,051	2005
Old Saybrook II, CT	26,425		1,135	1,973	251	1,135	1,896	3,031	779	2005
Shelton, CT	78,405		1,613	9,032	205	1,613	8,153	9,766	1,348	2011
South Windsor, CT	72,075		90	1,127	1,398	272	2,133	2,405	936	1996
Stamford, CT	28,907		1,941	3,374	120	1,941	2,954	4,895	1,168	2005
Wilton, CT	84,515		2,409	12,261	374	2,421	12,696	15,117	1,935	2012
Washington I, DC	63,085	(A)	871	12,759	496	894	10,533	11,427	2,981	2008
Washington II, DC	82,787		3,152	13,612	179	3,154	12,016	15,170	1,915	2011
Washington III, DC	78,430		4,469	15,438	48	4,469	15,486	19,955	446	2016
Boca Raton, FL	37,968		529	3,054	1,590	813	3,541	4,354	1,364	2001
Boynton Beach I, FL	61,725		667	3,796	1,920	958	4,393	5,351	1,672	2001
Boynton Beach II, FL	61,514		1,030	2,968	404	1,030	2,935	3,965	1,044	2005
Boynton Beach III, FL	67,393		1,225	6,037	245	1,225	6,282	7,507	507	2014
Boynton Beach IV, FL	76,362		1,455	7,171	49	1,455	7,220	8,675	345	2015
Bradenton I, FL	68,298		1,180	3,324	240	1,180	3,043	4,223	1,119	2004
Bradenton II, FL	87,958		1,931	5,561	1,104	1,931	5,570	7,501	2,027	2004
Cape Coral I, FL	76,857		472	2,769	2,570	830	4,036	4,866	1,861	2000
Cape Coral II, FL	67,955		1,093	5,387	76	1,093	5,463	6,556	366	2014
Coconut Creek I, FL	78,846		1,189	5,863	167	1,189	6,030	7,219	830	2012
Coconut Creek II, FL	90,147		1,937	9,549	170	1,937	9,719	11,656	908	2014
Dania Beach, FL	180,588		3,584	10,324	1,365	3,584	10,151	13,735	3,742	2004
Dania, FL	58,165		205	2,068	1,516	481	2,886	3,367	1,337	1996
Davie, FL	80,985		1,268	7,183	1,219	1,373	6,131	7,504	2,214	2001
Deerfield Beach, FL	57,230		946	2,999	2,144	1,311	4,634	5,945	1,980	1998
Delray Beach I, FL	67,833		798	4,539	818	883	4,077	4,960	1,596	2001
Delray Beach II, FL	75,710		957	4,718	213	957	4,931	5,888	572	2013
Delray Beach III, FL	94,395		2,086	10,286	151	2,086	10,437	12,523	834	2014
Ft. Lauderdale I, FL	70,043		937	3,646	2,485	1,384	5,456	6,840	2,338	1999
Ft. Lauderdale II, FL	49,577		862	4,250	87	862	4,337	5,199	418	2013
Ft. Myers I, FL	67,534		303	3,329	913	328	3,243	3,571	1,396	1999
Ft. Myers II, FL	83,375		1,030	5,080	132	1,030	5,212	6,242	419	2014
Ft. Myers III, FL	81,554		1,148	5,658	153	1,148	5,811	6,959	466	2014
Jacksonville I, FL	79,705		1,862	5,362	148	1,862	4,827	6,689	1,592	2005
Jacksonville II, FL	64,970		950	7,004	164	950	5,620	6,570	1,639	2007
Jacksonville III, FL	66,010		860	7,409	1,007	1,670	6,014	7,684	1,771	2007
Jacksonville IV, FL	77,525		870	8,049	1,050	1,651	7,024	8,675	2,067	2007
Jacksonville V, FL	82,483		1,220	8,210	359	1,220	6,833	8,053	2,007	2007
Jacksonville VI, FL	67,275		755	3,725	109	755	3,834	4,589	256	2014
Kendall, FL	75,495	(A)	2,350	8,106	271	2,350	6,604	8,954	1,936	2007
Lake Worth I, FL	159,799		183	6,597	7,456	354	11,361	11,715	5,118	1998
Lake Worth II, FL	86,924		1,552	7,654	148	1,552	7,802	9,354	667	2014
Lake Worth III, FL	94,015		957	4,716	212	957	4,928	5,885	255	2015
Lakeland, FL	49,079		81	896	1,233	256	1,544	1,800	682	1994
Leisure City, FL	56,075		409	2,018	156	409	2,174	2,583	309	2012
Lutz I, FL	66,795		901	2,478	251	901	2,344	3,245	851	2004
Lutz II, FL	69,232		992	2,868	376	992	2,749	3,741	984	2004
Margate I, FL	53,660		161	1,763	2,155	399	3,243	3,642	1,485	1996
Margate II, FL	65,380		132	1,473	1,829	383	2,687	3,070	1,206	1996
Merritt Island, FL	50,261		716	2,983	648	796	2,893	3,689	1,125	2002
Miami I, FL	46,500		179	1,999	1,835	484	2,839	3,323	1,287	1996
Miami II, FL	66,960		253	2,544	1,594	561	3,309	3,870	1,545	1996
Miami III, FL	151,620		4,577	13,185	862	4,577	12,223	16,800	4,144	2005
Miami IV, FL	76,695		1,852	10,494	924	1,963	9,858	11,821	1,806	2011
Miramar, FL	80,130		1,206	5,944	77	1,206	6,021	7,227	687	2013
Naples I, FL	48,100		90	1,010	2,598	270	3,067	3,337	1,373	1996
Naples II, FL	65,850		148	1,652	4,405	558	5,363	5,921	2,454	1997
Naples III, FL	80,021		139	1,561	4,193	598	4,134	4,732	1,906	1997
Naples IV, FL	40,650		262	2,980	609	407	2,996	3,403	1,390	1998
New Smyrna Beach, FL	81,454		1,261	6,215	104	1,261	6,319	7,580	439	2014
Ocoee, FL	76,150		1,286	3,705	191	1,286	3,379	4,665	1,173	2005
Orange City, FL	59,580		1,191	3,209	222	1,191	2,944	4,135	1,081	2004
Orlando II, FL	63,184		1,589	4,576	179	1,589	4,116	5,705	1,437	2005
Orlando III, FL	101,530		1,209	7,768	701	1,209	7,081	8,290	2,175	2006
Orlando IV, FL	76,581		633	3,587	163	633	3,247	3,880	626	2010
Orlando V, FL	75,295		950	4,685	113	950	4,798	5,748	643	2012
Orlando VI, FL	67,275		640	3,154	139	640	3,293	3,933	222	2014
Oviedo, FL	49,276		440	2,824	586	440	2,739	3,179	868	2006
Palm Coast I, FL	47,400		555	2,735	106	555	2,841	3,396	269	2014
Palm Coast II, FL	122,490		1,511	7,450	336	1,511	7,786	9,297	738	2014
Palm Harbor, FL	82,685		2,457	16,178	84	2,457	16,262	18,719	332	2016
Pembroke Pines, FL	67,321		337	3,772	2,796	953	5,425	6,378	2,470	1997
Royal Palm Beach II, FL	81,274		1,640	8,607	292	1,640	7,238	8,878	2,121	2007
Sanford I, FL	61,810		453	2,911	189	453	2,534	2,987	770	2006
Sanford II, FL	69,755		1,003	4,944	140	1,003	5,084	6,087	353	2014
Sarasota, FL	71,142		333	3,656	1,368	529	3,827	4,356	1,640	1999
St. Augustine, FL	59,725		135	1,515	3,407	383	4,319	4,702	1,995	1996
St. Petersburg, FL	66,050		2,721	10,173	251	2,721	10,424	13,145	208	2016
Stuart, FL	86,756		324	3,625	3,166	685	5,808	6,493	2,591	1997
SW Ranches, FL	64,990		1,390	7,598	269	1,390	6,005	7,395	1,741	2007
Tampa I, FL	83,913		2,670	6,249	251	2,670	5,147	7,817	1,488	2007
Tampa II, FL	74,790		2,291	10,262	104	2,291	10,366	12,657	209	2016
West Palm Beach I, FL	66,906		719	3,420	1,660	835	3,841	4,676	1,499	2001
West Palm Beach II, FL	94,353		2,129	8,671	429	2,129	7,795	9,924	2,874	2004
West Palm Beach III, FL	77,440		804	3,962	68	804	4,030	4,834	524	2012
West Palm Beach IV, FL	102,892		1,499	7,392	314	1,499	7,706	9,205	624	2014
Winter Park, FL	54,356		866	4,268	87	866	4,355	5,221	302	2014
Alpharetta, GA	90,501		806	4,720	1,029	967	4,004	4,971	1,513	2001
Atlanta, GA	66,625		822	4,053	55	822	4,108	4,930	572	2012

F-48

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2016
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Austell, GA	83,655		1,635	4,711	311	1,643	4,366	6,009	1,342	2006
Decatur, GA	145,440		616	6,776	356	616	6,175	6,791	2,960	1998
Duluth, GA	70,885		373	2,044	184	373	1,904	2,277	336	2011
Lawrenceville, GA	73,740		546	2,903	390	546	2,876	3,422	513	2011
Lithia Springs, GA	66,750		748	5,552	81	748	5,633	6,381	194	2015
Norcross I, GA	85,420		514	2,930	916	632	2,938	3,570	1,086	2001
Norcross II, GA	52,595		366	2,025	193	366	1,933	2,299	345	2011
Norcross III, GA	46,955		938	4,625	61	938	4,686	5,624	724	2012
Norcross IV, GA	57,505		576	2,839	80	576	2,919	3,495	405	2012
Peachtree City I, GA	49,875		435	2,532	759	529	2,512	3,041	917	2001
Peachtree City II, GA	59,950		398	1,963	116	398	2,079	2,477	278	2012
Smyrna, GA	57,015		750	4,271	279	750	3,448	4,198	1,333	2001
Snellville, GA	79,950		1,660	4,781	340	1,660	4,458	6,118	1,332	2007
Suwanee I, GA	85,125		1,737	5,010	296	1,737	4,606	6,343	1,387	2007
Suwanee II, GA	79,590		800	6,942	75	622	5,813	6,435	1,708	2007
Villa Rica, GA	65,365		757	5,616	113	757	5,729	6,486	196	2015
Addison, IL	31,575		428	3,531	466	428	3,496	3,924	1,250	2004
Aurora, IL	73,985		644	3,652	200	644	3,332	3,976	1,205	2004
Bartlett, IL	51,395		931	2,493	293	931	2,404	3,335	884	2004
Bellwood, IL	86,350		1,012	5,768	909	1,012	4,942	5,954	1,856	2001
Blue Island, IL	55,125		633	3,120	44	633	3,164	3,797	177	2015
Bolingbrook, IL	80,915		1,675	8,254	168	1,675	8,422	10,097	583	2014
Chicago I, IL	95,745		2,667	13,118	877	2,667	13,995	16,662	969	2014
Chicago II, IL	78,585		833	4,035	69	833	4,104	4,937	283	2014
Chicago III, IL	84,990		2,427	11,962	778	2,427	12,740	15,167	890	2014
Chicago IV, IL	60,495		1,296	6,385	26	1,296	6,411	7,707	357	2015
Chicago V, IL	51,775		1,044	5,144	38	1,044	5,182	6,226	289	2015
Chicago VI, IL	71,785		1,596	9,535	27	1,596	9,562	11,158	192	2016
Countryside, IL	99,856		2,607	12,684	141	2,607	12,825	15,432	885	2014
Des Plaines, IL	69,600		1,564	4,327	733	1,564	4,420	5,984	1,546	2004
Downers Grove, IL	71,625		1,498	13,153	11	1,498	13,164	14,662	271	2016
Elk Grove Village, IL	64,079		1,446	3,535	293	1,446	3,298	4,744	1,241	2004
Evanston, IL	57,850		1,103	5,440	195	1,103	5,635	6,738	658	2013
Glenview, IL	100,085		3,740	10,367	571	3,740	9,472	13,212	3,419	2004
Gurnee, IL	80,300		1,521	5,440	301	1,521	4,977	6,498	1,844	2004
Hanover, IL	41,190		1,126	2,197	269	1,126	2,127	3,253	788	2004
Harvey, IL	60,090		869	3,635	241	869	3,334	4,203	1,212	2004
Joliet, IL	72,865		547	4,704	246	547	4,291	4,838	1,567	2004
Kildeer, IL	36,585		2,102	2,187	226	1,997	2,211	4,208	796	2004
Lombard, IL	57,691		1,305	3,938	828	1,305	4,161	5,466	1,534	2004
Maywood, IL	60,225		749	3,689	15	749	3,704	4,453	206	2015
Mount Prospect, IL	65,000		1,701	3,114	599	1,701	3,261	4,962	1,131	2004
Mundelein, IL	44,700		1,498	2,782	358	1,498	2,725	4,223	958	2004
North Chicago, IL	53,400		1,073	3,006	422	1,073	2,943	4,016	1,081	2004
Plainfield I, IL	53,900		1,770	1,715	335	1,740	1,757	3,497	606	2004
Plainfield II, IL	51,900		694	2,000	239	694	1,906	2,600	638	2005
Schaumburg, IL	31,160		538	645	212	538	720	1,258	260	2004
Streamwood, IL	64,305		1,447	1,662	396	1,447	1,747	3,194	637	2004
Warrenville, IL	48,796		1,066	3,072	414	1,066	3,054	4,120	1,005	2005
Waukegan, IL	79,500		1,198	4,363	594	1,198	4,304	5,502	1,520	2004
West Chicago, IL	48,175		1,071	2,249	431	1,071	2,322	3,393	824	2004
Westmont, IL	53,300		1,155	3,873	291	1,155	3,623	4,778	1,289	2004
Wheeling I, IL	54,210		857	3,213	441	857	3,182	4,039	1,146	2004
Wheeling II, IL	67,825		793	3,816	475	793	3,739	4,532	1,383	2004
Woodridge, IL	50,232		943	3,397	213	943	3,135	4,078	1,145	2004
Schererville, IN	67,604		1,134	5,589	42	1,134	5,631	6,765	464	2014
Boston I, MA	33,286		538	3,048	256	538	2,880	3,418	550	2010
Boston II, MA	60,470		1,516	8,628	392	1,516	7,180	8,696	3,006	2002
Boston III, MA	108,205		3,211	15,829	182	3,211	16,011	19,222	1,151	2014
Brockton, MA	65,910		577	4,394	13	577	4,407	4,984	152	2015
Haverhill, MA	61,169		669	6,610	35	669	6,645	7,314	231	2015
Lawrence, MA	34,672		585	4,737	39	585	4,776	5,361	165	2015
Leominster, MA	54,023		90	1,519	2,469	338	3,348	3,686	1,463	1998
Medford, MA	58,745		1,330	7,165	131	1,330	5,805	7,135	1,611	2007
Stoneham, MA	61,000		1,558	7,679	74	1,558	7,753	9,311	892	2013
Tewksbury, MA	62,402		1,537	7,579	71	1,537	7,650	9,187	653	2014
Walpole, MA	74,890	6,216	634	13,069	267	634	13,336	13,970	215	2016
Baltimore, MD	93,750		1,050	5,997	1,382	1,173	5,251	6,424	1,972	2001
Beltsville, MD	63,687		1,277	6,295	52	1,268	6,356	7,624	731	2013
California, MD	77,840		1,486	4,280	279	1,486	3,968	5,454	1,427	2004
Capitol Heights, MD	79,675		2,704	13,332	41	2,704	13,373	16,077	601	2015
Clinton, MD	84,225		2,182	10,757	103	2,182	10,860	13,042	1,066	2013
District Heights, MD	78,190		1,527	8,313	534	1,527	7,722	9,249	1,321	2011
Elkridge, MD	63,475		1,155	5,695	232	1,155	5,927	7,082	591	2013
Gaithersburg I, MD	87,045		3,124	9,000	427	3,124	8,165	11,289	2,957	2005
Gaithersburg II, MD	74,100		2,383	11,750	66	2,383	11,816	14,199	533	2015
Hyattsville, MD	52,765		1,113	5,485	65	1,113	5,550	6,663	638	2013
Laurel, MD	162,896		1,409	8,035	3,668	1,928	8,866	10,794	3,409	2001
Temple Hills I, MD	97,275		1,541	8,788	2,466	1,800	8,801	10,601	3,363	2001
Temple Hills II, MD	84,225		2,229	10,988	50	2,229	11,038	13,267	1,024	2014
Timonium, MD	66,717		2,269	11,184	181	2,269	11,365	13,634	1,057	2014
Upper Marlboro, MD	62,290		1,309	6,455	83	1,309	6,538	7,847	754	2013
Bloomington, MN	100,978		1,598	12,298	95	1,598	12,393	13,991	113	2016
Belmont, NC	81,850		385	2,196	911	451	2,293	2,744	864	2001
Burlington I, NC	109,300		498	2,837	842	498	2,878	3,376	1,130	2001
Burlington II, NC	42,165		320	1,829	389	340	1,677	2,017	655	2001
Cary, NC	112,402		543	3,097	780	543	3,198	3,741	1,257	2001
Charlotte I, NC	69,000		782	4,429	1,494	1,068	4,729	5,797	1,847	2002
Charlotte II, NC	53,666		821	8,764	1	821	8,765	9,586	40	2016
Cornelius, NC	59,270		2,424	4,991	4	2,424	4,995	7,419	173	2015
Pineville, NC	77,847		2,490	9,169	125	2,490	9,294	11,784	319	2015
Raleigh, NC	48,675		209	2,398	384	296	2,307	2,603	1,036	1998
Bordentown, NJ	50,550		457	2,255	50	457	2,305	2,762	320	2012
Brick, NJ	51,720		234	2,762	1,453	485	3,390	3,875	1,641	1996
Cherry Hill I, NJ	51,500		222	1,260	157	222	1,235	1,457	253	2010
Cherry Hill II, NJ	65,500		471	2,323	105	471	2,428	2,899	331	2012
Clifton, NJ	105,550		4,346	12,520	293	4,340	11,133	15,473	3,835	2005
Cranford, NJ	91,280		290	3,493	2,492	779	4,800	5,579	2,213	1996
East Hanover, NJ	107,679		504	5,763	4,037	1,315	7,875	9,190	3,739	1996
Egg Harbor I, NJ	36,025		104	510	63	104	562	666	106	2010
Egg Harbor II, NJ	70,400		284	1,608	245	284	1,633	1,917	336	2010
Elizabeth, NJ	38,830		751	2,164	544	751	2,385	3,136	827	2005
Fairview, NJ	27,876		246	2,759	580	246	2,740	2,986	1,256	1997
Freehold, NJ	81,420		1,086	5,355	193	1,086	5,548	6,634	760	2012

F-49

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2016
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Hamilton, NJ	70,550		1,885	5,430	363	1,893	5,025	6,918	1,557	2006
Hoboken, NJ	34,180		1,370	3,947	770	1,370	4,083	5,453	1,476	2005
Linden, NJ	100,425		517	6,008	2343	1,043	6,827	7,870	3,121	1996
Lumberton, NJ	96,025		987	4,864	136	987	5,000	5,987	701	2012
Morris Township, NJ	72,226		500	5,602	2,849	1,072	6,815	7,887	3,083	1997
Parsippany, NJ	84,355		475	5,322	5,648	844	9,646	10,490	2,817	1997
Rahway, NJ	83,121		1,486	7,326	127	1,486	7,453	8,939	859	2013
Randolph, NJ	52,565		855	4,872	1,344	1,108	4,877	5,985	2,036	2002
Ridgefield, NJ	67,803		1,810	8,925	262	1,810	9,187	10,997	393	2015
Roseland, NJ	53,569		1,844	9,759	118	1,844	9,877	11,721	343	2015
Sewell, NJ	57,826		484	2,766	1,411	706	3,114	3,820	1,186	2001
Somerset, NJ	57,385		1,243	6,129	165	1,243	6,294	7,537	849	2012
Whippany, NJ	92,070		2,153	10,615	127	2,153	10,742	12,895	1,233	2013
Albuquerque I, NM	65,927		1,039	3,395	280	1,039	3,091	4,130	1,178	2005
Albuquerque II, NM	58,798		1,163	3,801	263	1,163	3,441	4,604	1,312	2005
Albuquerque III, NM	57,536		664	2,171	360	664	2,140	2,804	807	2005
Henderson, NV	75,150		1,246	6,143	93	1,246	6,236	7,482	431	2014
Las Vegas I, NV	48,532		1,851	2,986	537	1,851	3,112	4,963	1,224	2006
Las Vegas II, NV	48,850		3,354	5,411	373	3,355	5,203	8,558	2,058	2006
Las Vegas III, NV	74,200		1,171	10,034	58	1,171	10,092	11,263	115	2016
Las Vegas IV, NV	71,217		1,116	8,575	10	1,116	8,585	9,701	103	2016
Las Vegas V, NV	107,226		1,460	9,560	24	1,460	9,584	11,044	65	2016
Las Vegas VI, NV	94,482		1,386	12,299	1	1,386	12,300	13,686	27	2016
Baldwin, NY	61,380		1,559	7,685	589	1,559	8,274	9,833	338	2015
Bronx I, NY	69,183		2,014	11,411	988	2,014	10,807	12,821	2,164	2010
Bronx II, NY	99,046		—	28,289	1,685	—	29,439	29,439	4,665	2011
Bronx III, NY	105,940		6,459	36,180	162	6,460	31,995	38,455	5,239	2011
Bronx IV, NY	75,030		—	22,074	116	—	19,535	19,535	3,211	2011
Bronx V, NY	54,733		—	17,556	184	—	15,628	15,628	2,572	2011
Bronx VI, NY	45,970		—	16,803	356	—	15,127	15,127	2,466	2011
Bronx VII, NY	78,625	8,423	—	22,512	173	—	22,794	22,794	3,496	2012
Bronx VIII, NY	30,550	2,957	1,245	6,137	157	1,251	6,324	7,575	974	2012
Bronx IX, NY	148,040	22,952	7,967	39,279	1,245	7,967	40,524	48,491	6,041	2012
Bronx X, NY	159,855	26,464	9,090	44,816	417	9,090	45,233	54,323	6,382	2012
Bronx XI, NY	46,457		—	17,130	203	—	17,333	17,333	1,269	2014
Bronx XII, NY	90,300		—	31,603	—	—	31,602	31,602	517	2016
Brooklyn I, NY	57,510		1,795	10,172	308	1,795	9,064	10,859	1,800	2010
Brooklyn II, NY	60,920		1,601	9,073	485	1,601	8,260	9,861	1,666	2010
Brooklyn III, NY	41,625		2,772	13,570	137	2,772	13,790	16,562	2,269	2011
Brooklyn IV, NY	37,467		2,283	11,184	159	2,284	11,406	13,690	1,883	2011
Brooklyn V, NY	47,020		2,374	11,636	92	2,374	11,782	14,156	1,930	2011
Brooklyn VI, NY	75,640		4,210	20,638	87	4,211	20,832	25,043	3,411	2011
Brooklyn VII, NY	72,725		5,604	27,452	158	5,604	27,774	33,378	4,558	2011
Brooklyn VIII, NY	61,555		4,982	24,561	81	4,982	24,642	29,624	2,094	2014
Brooklyn IX, NY	46,980		2,966	14,620	64	2,966	14,684	17,650	1,249	2014
Brooklyn X, NY	56,000		3,739	7,703	2,805	4,885	9,362	14,247	280	2015
Brooklyn XI, NY	109,846		10,093	35,385	21	10,093	35,406	45,499	1,031	2016
Holbrook, NY	60,397		2,029	10,737	50	2,029	10,787	12,816	372	2015
Jamaica I, NY	88,385		2,043	11,658	2,256	2,043	11,192	13,235	4,059	2001
Jamaica II, NY	92,805		5,391	26,413	328	5,391	26,884	32,275	4,391	2011
Long Island City, NY	88,825		5,700	28,101	33	5,700	28,134	33,834	1,864	2014
New Rochelle I, NY	43,587		1,673	4,827	1,168	1,673	5,347	7,020	1,674	2005
New Rochelle II, NY	63,220		3,167	2,713	412	3,762	18,958	22,720	2,898	2012
North Babylon, NY	78,341		225	2,514	4,178	568	5,544	6,112	2,455	1998
Patchogue, NY	47,649		1,141	5,624	42	1,141	5,666	6,807	392	2014
Queens I, NY	74,238		5,158	12,339	752	5,158	13,091	18,249	454	2015
Queens II, NY	91,100		6,208	25,815	1	6,208	25,816	32,024	755	2016
Riverhead, NY	38,340		1,068	1,149	201	1,068	1,105	2,173	475	2005
Southold, NY	59,645		2,079	2,238	302	2,079	2,136	4,215	869	2005
Staten Island, NY	96,573		1,919	9,463	316	1,919	9,779	11,698	1,090	2013
Tuckahoe, NY	50,878		2,363	17,411	262	2,363	11,902	14,265	1,935	2011
West Hempstead, NY	83,995		2,237	11,030	135	2,237	11,165	13,402	1,526	2012
White Plains, NY	85,864		3,295	18,049	992	3,295	16,549	19,844	2,983	2011
Woodhaven, NY	50,665		2,015	11,219	74	2,015	9,995	12,010	1,640	2011
Wyckoff, NY	60,290		1,961	11,113	307	1,961	9,938	11,899	1,894	2010
Yorktown, NY	78,815		2,382	11,720	175	2,382	11,909	14,291	1,957	2011
Cleveland I, OH	46,000		525	2,592	265	524	2,508	3,032	920	2005
Cleveland II, OH	58,325		290	1,427	221	289	1,397	1,686	525	2005
Columbus I, OH	71,905		1,234	3,151	134	1,239	2,809	4,048	981	2006
Columbus II, OH	36,409		769	3,788	121	769	3,909	4,678	274	2014
Columbus III, OH	51,200		326	1,607	104	326	1,711	2,037	119	2014
Columbus IV, OH	60,950		443	2,182	86	443	2,268	2,711	158	2014
Columbus V, OH	74,925		838	4,128	79	838	4,207	5,045	291	2014
Columbus VI, OH	63,725		701	3,454	81	701	3,535	4,236	244	2014
Grove City, OH	89,290		1,756	4,485	277	1,761	4,144	5,905	1,407	2006
Hilliard, OH	89,290		1,361	3,476	255	1,366	3,243	4,609	1,117	2006
Lakewood, OH	39,332		405	854	617	405	1,315	1,720	949	1989
Lewis Center, OH	77,774		1,056	5,206	129	1,056	5,335	6,391	368	2014
Middleburg Heights, OH	93,200		63	704	2,275	332	2,353	2,685	1,017	1980
North Olmsted I, OH	48,665		63	704	1,517	214	1,734	1,948	757	1979
North Olmsted II, OH	47,850		290	1,129	1,219	469	2,023	2,492	1,550	1988
North Randall, OH	80,297		515	2,323	3,213	898	4,288	5,186	1,892	1998
Reynoldsburg, OH	67,245		1,290	3,295	295	1,295	3,135	4,430	1,098	2006
Strongsville, OH	43,683		570	3,486	406	570	3,059	3,629	910	2007
Warrensville Heights, OH	90,281		525	766	3,218	935	3,386	4,321	1,394	1980
Westlake, OH	62,750		509	2,508	224	508	2,344	2,852	904	2005
Conshohocken, PA	81,255		1,726	8,508	162	1,726	8,670	10,396	1,192	2012
Exton, PA	57,750		541	2,668	117	519	2,807	3,326	379	2012
Langhorne, PA	65,150		1,019	5,023	289	1,019	5,312	6,331	715	2012
Levittown, PA	76,130		926	5,296	1,258	926	4,853	5,779	1,833	2001
Malvern, PA	18,848		2,959	18,198	1,600	2,959	19,797	22,756	1,634	2013
Montgomeryville, PA	84,145		975	4,809	210	975	5,019	5,994	699	2012
Norristown, PA	61,556		662	3,142	773	638	4,045	4,683	694	2011
Philadelphia I, PA	96,176		1,461	8,334	1,830	1,461	6,820	8,281	2,618	2001
Philadelphia II, PA	68,279		1,012	4,990	160	1,012	5,150	6,162	463	2014
Exeter, RI	41,275		547	2,697	106	547	2,803	3,350	195	2014
Johnston, RI	77,275		1,061	5,229	75	1,061	5,304	6,365	368	2014
Wakefield, RI	45,745		823	4,058	35	823	4,093	4,916	281	2014
Woonsocket, RI	72,700		1,049	5,172	114	1,049	5,286	6,335	367	2014
Antioch, TN	75,985		588	4,906	347	588	4,486	5,074	1,580	2005
Nashville I, TN	107,790		405	3,379	755	405	3,545	3,950	1,210	2005
Nashville II, TN	83,416		593	4,950	210	593	4,466	5,059	1,608	2005
Nashville III, TN	101,525		416	3,469	265	416	3,401	3,817	1,202	2006
Nashville IV, TN	102,450		992	8,274	374	992	7,406	8,398	2,610	2006

F-50

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2016
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Nashville V, TN	74,560	2,457	895	4,311	104	895	4,415	5,310	238	2015
Nashville VI, TN	72,486		2,749	8,443	85	2,749	8,528	11,277	293	2015
Allen, TX	62,710		714	3,519	98	714	3,617	4,331	511	2012
Austin I, TX	59,645		2,239	2,038	255	2,239	1,944	4,183	668	2005
Austin II, TX	64,625	(A)	734	3,894	355	738	3,687	4,425	1,199	2006
Austin III, TX	70,560		1,030	5,468	265	1,035	5,074	6,109	1,623	2006
Austin IV, TX	65,358		862	4,250	197	862	4,447	5,309	397	2014
Austin V, TX	67,850		1,050	5,175	208	1,050	5,383	6,433	389	2014
Austin VI, TX	62,770		1,150	5,669	160	1,150	5,829	6,979	406	2014
Austin VII, TX	71,023		1,429	6,263	79	1,429	6,342	7,771	218	2015
Austin VIII, TX	61,075		2,935	7,007	42	2,935	7,049	9,984	170	2016
Bryan, TX	60,400		1,394	1,268	359	1,396	1,390	2,786	448	2005
Carrollton, TX	77,420		661	3,261	124	661	3,385	4,046	431	2012
Cedar Park, TX	89,050		3,350	7,950	27	3,350	7,977	11,327	206	2016
College Station, TX	26,550		812	740	196	813	749	1,562	247	2005
Cypress, TX	58,181		360	1,773	140	360	1,913	2,273	273	2012
Dallas I, TX	58,582		2,475	2,253	401	2,475	2,207	4,682	780	2005
Dallas II, TX	79,023		940	4,635	199	940	4,834	5,774	481	2013
Dallas III, TX	83,229		2,608	12,857	179	2,608	13,036	15,644	859	2014
Dallas IV, TX	114,550		2,369	11,850	57	2,369	11,907	14,276	674	2015
Dallas V, TX	54,473		—	11,604	81	—	11,685	11,685	527	2015
Denton, TX	60,846		553	2,936	224	569	2,665	3,234	838	2006
Fort Worth I, TX	50,446		1,253	1,141	262	1,253	1,167	2,420	398	2005
Fort Worth II, TX	72,900		868	4,607	362	874	4,301	5,175	1,407	2006
Fort Worth III, TX	80,445		1,000	4,928	66	1,000	4,994	5,994	291	2015
Fort Worth IV, TX	77,654		1,274	7,693	26	1,274	7,719	8,993	168	2016
Frisco I, TX	50,854		1,093	3,148	178	1,093	2,868	3,961	987	2005
Frisco II, TX	71,399		1,564	4,507	163	1,564	4,056	5,620	1,405	2005
Frisco III, TX	74,765		1,147	6,088	549	1,154	5,831	6,985	1,857	2006
Frisco IV, TX	76,000		719	4,072	266	719	3,780	4,499	760	2010
Frisco V, TX	74,415		1,159	5,714	116	1,159	5,830	6,989	514	2014
Frisco VI, TX	69,176		1,064	5,247	114	1,064	5,361	6,425	375	2014
Garland I, TX	70,100		751	3,984	532	767	3,925	4,692	1,269	2006
Garland II, TX	68,425		862	4,578	250	862	4,231	5,093	1,310	2006
Grapevine, TX	77,294		1,211	8,559	109	1,211	8,668	9,879	183	2016
Houston III, TX	61,590		575	524	337	576	749	1,325	281	2005
Houston IV, TX	43,750		960	875	557	961	1,231	2,192	377	2005
Houston V, TX	125,280		1,153	6,122	1,042	991	6,439	7,430	1,923	2006
Houston VI, TX	54,690		575	524	5,733	983	4,936	5,919	881	2011
Houston VII, TX	46,991		681	3,355	140	681	3,495	4,176	549	2012
Houston VIII, TX	54,219		1,294	6,377	307	1,294	6,684	7,978	943	2012
Houston IX, TX	51,208		296	1,459	107	296	1,566	1,862	225	2012
Humble, TX	70,702		706	5,727	62	706	5,789	6,495	200	2015
Katy, TX	71,308		1,329	6,552	72	1,329	6,624	7,953	647	2013
Keller, TX	61,885		890	4,727	240	890	4,351	5,241	1,418	2006
Lewisville I, TX	67,340		476	2,525	379	492	2,468	2,960	780	2006
Lewisville II, TX	127,659		1,464	7,217	291	1,464	7,508	8,972	799	2013
Lewisville III, TX	101,872		1,307	15,025	126	1,307	15,151	16,458	409	2016
Little Elm I, TX	60,065		892	5,529	85	892	5,614	6,506	157	2016
Little Elm II, TX	96,896		1,219	9,864	57	1,219	9,921	11,140	257	2016
Mansfield I, TX	63,025		837	4,443	258	843	4,121	4,964	1,344	2006
Mansfield II, TX	58,025		662	3,261	139	662	3,400	4,062	495	2012
Mansfield III, TX	70,995		947	4,703	154	947	4,857	5,804	47	2016
McKinney I, TX	47,020		1,632	1,486	193	1,634	1,439	3,073	497	2005
McKinney II, TX	70,050		855	5,076	184	857	4,635	5,492	1,531	2006
McKinney III, TX	53,148		652	3,213	61	652	3,274	3,926	209	2014
North Richland Hills, TX	57,200		2,252	2,049	234	2,252	1,905	4,157	648	2005
Pearland, TX	72,050		450	2,216	198	450	2,414	2,864	338	2012
Richmond, TX	102,278		1,437	7,083	175	1,437	7,258	8,695	721	2013
Roanoke, TX	59,860		1,337	1,217	166	1,337	1,157	2,494	394	2005
San Antonio I, TX	73,509		2,895	2,635	352	2,895	2,456	5,351	839	2005
San Antonio II, TX	73,230		1,047	5,558	197	1,052	5,062	6,114	1,566	2006
San Antonio III, TX	71,775		996	5,286	277	996	4,841	5,837	1,468	2007
San Antonio IV, TX	61,500		829	3,891	71	829	3,962	4,791	36	2016
Spring, TX	72,751		580	3,081	259	580	2,849	3,429	929	2006
Murray I, UT	60,280		3,847	1,017	482	3,848	1,283	5,131	487	2005
Murray II, UT	71,621		2,147	567	521	2,147	917	3,064	324	2005
Salt Lake City I, UT	56,446		2,695	712	519	2,696	1,045	3,741	378	2005
Salt Lake City II, UT	51,676		2,074	548	402	1,937	785	2,722	298	2005
Alexandria, VA	114,100		2,812	13,865	224	2,812	14,089	16,901	2,008	2012
Arlington, VA	96,144		6,836	9,843	95	6,836	9,938	16,774	609	2015
Burke Lake, VA	91,667		2,093	10,940	1,155	2,093	10,499	12,592	1,971	2011
Fairfax, VA	73,265		2,276	11,220	289	2,276	11,509	13,785	1,569	2012
Fredericksburg I, VA	69,475		1,680	4,840	316	1,680	4,483	6,163	1,460	2005
Fredericksburg II, VA	61,057		1,757	5,062	348	1,758	4,718	6,476	1,557	2005
Leesburg, VA	85,503		1,746	9,894	168	1,746	8,774	10,520	1,414	2011
Manassas, VA	72,745		860	4,872	188	860	4,396	5,256	860	2010
McLearen, VA	68,960		1,482	8,400	176	1,482	7,421	8,903	1,420	2010
Vienna, VA	55,064		2,300	11,340	132	2,300	11,472	13,772	1,571	2012
Divisional Offices					404		404	404	68
	32,858,399		628,399	2,895,211	264,975	649,744	2,928,275	3,578,019	558,191

(A) This store is part of the YSI 33 Loan portfolio, with a balance of $9,860 as of December 31, 2016.

(B) Depreciation on the buildings and improvements is recorded on a straight-line basis over their estimated useful lives, which range from five to 39 years.

Activity in storage properties during 2016 and 2015 was as follows (in thousands):

	2016		2015
Storage properties*
Balance at beginning of year	$	3,467,032	$	3,117,198
Acquisitions & improvements		490,980		344,775
Fully depreciated assets		(61,232)		(13,493)
Dispositions and other		—		(33,921)
Construction in progress		101,400		52,473
Balance at end of year	$	3,998,180	$	3,467,032
Accumulated depreciation*
Balance at beginning of year	$	594,049	$	492,069
Depreciation expense		138,547		122,076
Fully depreciated assets		(61,232)		(13,493)
Dispositions and other		—		(6,603)
Balance at end of year	$	671,364	$	594,049
Storage properties, net	$	3,326,816	$	2,872,983

*These amounts include equipment that is housed at the Company’s stores which is excluded from Schedule III above.

F-51

EX-10.42

Exhibit 10.42

Option No.: _____

CUBESMART
2007 EQUITY INCENTIVE PLAN
(As Amended and Restated, Effective June 1, 2016)

NONQUALIFIED SHARE OPTION AGREEMENT

CubeSmart, a Maryland real estate investment trust (the “Company”), grants an option to purchase common shares of beneficial interest, $.01 par value, (the “Shares”) of the Company to the Optionee named below.  The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s 2007 Equity Incentive Plan, as amended from time to time (the “Plan”).

Grant Date: 
Name of Optionee: 
Number of Shares Covered by Option: 
Option Price per Share:  $
Vesting Start Date: 

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which is also attached. You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent.

Optionee:
	Name:
Company:
	Name:	Christopher P. Marr
		President and Chief Executive Officer

This is not a share certificate or a negotiable instrument.

CUBESMART 2007 EQUITY INCENTIVE PLAN
NONQUALIFIED SHARE OPTION AGREEMENT

Nonqualified Share Option	This option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted accordingly.
Vesting	This option is only exercisable before it expires and then only with respect to the vested portion of the option. Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested Shares not less than 100 Shares, unless the number of Shares purchased is the total number available for purchase under the option, by following the procedures set forth in the Plan and below in this Agreement.
	Your right to purchase Shares under this option vests as to one-third (1/3) of the total number of Shares covered by this option, as shown on the cover sheet, on each of the first three anniversaries of the Vesting Start Date (each an “Anniversary Date”), provided you then continue in service to each such Anniversary Date. The resulting aggregate number of vested Shares will be rounded to the nearest whole number, and you cannot vest in more than the number of Shares covered by this option.
	Other than pursuant to the terms of this Agreement, no additional Shares will vest after your service has terminated for any reason unless otherwise provided in a severance plan adopted by the Company in which you are eligible to participate or as determined by the Committee.
Change in Control	If upon a Change in Control, the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) (the “Surviving Corporation”), and your option, to the extent it is outstanding and not yet exercised, is not assumed by, or replaced with a comparable award by, the Surviving Corporation, your right to purchase Shares under this option will become fully vested and exercisable upon such Change in Control
Term	Your option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Grant Date, as shown on the cover sheet. Your option will expire earlier if your service terminates, as described below.

2

Termination During Change in Control Protection Period	If (i) the Company is not the Surviving Corporation in a Change in Control, (ii) your option was assumed by, or replaced with a comparable award by, the Surviving Corporation, and (iii) you have a Qualifying Termination (as defined in the Cubesmart Executive Severance Plan (the “Executive Severance Plan”) during the Change in Control Protection Period (as defined in the Executive Severance Plan), your option that is outstanding and unexercised immediately prior to your Effective Date of Termination (as defined in the Executive Severance Plan) will become fully vested and exercisable as of the later to occur of the Effective Date of Termination and the Change in Control.
Termination Other than During Change in Control Period	If you have a Qualifying Termination before or after the Change in Control Protection Period, your option that is outstanding and unexercised immediately prior to your Effective Date of Termination (including any option that was assumed by, or replaced with awards that have comparable terms by, the Surviving Corporation) will continue to vest following the Effective Date of Termination in accordance with the vesting terms set forth above and the option will expire on the earlier of (a) the end of the term of your option, or (b) at the close of business at Company headquarters on the 90th day after each Effective Date of Termination.
Termination for Cause	If your service is terminated for Cause (as defined in the Executive Severance Plan), then you immediately forfeit all rights to your option and the option immediately expires.
Termination by Death or Disability	If your service terminates because of your death or Disability (as defined in the Executive Severance Plan), then your option that is outstanding and unexercised immediately prior to your Effective Date of Termination will become fully vested and exercisable as of the Effective Date of Termination and will expire on the earlier of (a) the end of the term of your option, or (b) at the close of business at Company headquarters on the date twelve (12) months after the date of death or Disability. During the applicable period described in the preceding sentence, your estate or heirs may exercise your option.
	In addition, if you die during the 90-day period described in connection with a regular termination (i.e., a termination of your service not on account of death, Disability, Cause, a Qualifying Termination or Retirement), and a vested portion of your option has not yet been exercised, then your option will instead expire on the earlier of (i) the end of the term of your option, or (ii) the date twelve (12) months after your Effective Date of Termination. In such a case, during the applicable period described in the preceding sentence, your estate or heirs may exercise the vested portion of your option.

3

Leaves of Absence	For purposes of this option, your service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued service crediting, or when continued service crediting is required by applicable law. However, your service will be treated as terminating 180 days after your employee leave commences, unless your right to return to active work is guaranteed by law or by a contract. Your service terminates in any event when the approved leave ends unless you immediately return to active work.
	The Company determines, in its sole discretion, which leaves count for this purpose, and when your service terminates for all purposes under the Plan.
Other Terminations	If your service terminates for any reason, other than death, Disability, Cause, a Qualifying Termination or Retirement, then your option expires on the earlier of (a) the end of the term of your option, or (b) at the close of business at Company headquarters on the 90th day after your Effective Date of Termination.
Notice of Exercise	When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many Shares you wish to purchase (in a parcel of at least 100 Shares generally). Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse’s names as joint tenants with right of survivorship). The notice will be effective when it is received by the Company.
	If someone else wants to exercise this option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.
Form of Payment	When you submit your notice of exercise, you must include payment of the option price for the Shares you are purchasing. Payment may be made in one (or a combination) of the following forms:
		Cash, your personal check, a cashier’s check, a money order or another cash equivalent acceptable to the Company.
		Shares which have already been owned by you for more than six months and which are surrendered to the Company. The value of the Shares, determined as of the effective date of the option exercise, will be applied to the option price.

4

		By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes (if approved in advance by the Compensation Committee of the Board if you are either an executive officer or a director of the Company).
Withholding Taxes	You will not be allowed to exercise this option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise or sale of Shares acquired under this option. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of Shares arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate.
Transfer of Option	During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid and expire. You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution.
	Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your option in any other way.
Retention Rights	Neither your option nor this Agreement gives you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity. The Company (and any parent, Subsidiaries or Affiliates) reserves the right to terminate your service at any time and for any reason.

5

Recoupment Policy	If it is determined by the Board that your gross negligence, intentional misconduct or fraud caused or partially caused the Company to have to restate all or a portion of its financial statements, the Board, in its sole discretion, may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of any Shares delivered to you pursuant to this Agreement or to effect the cancellation of unvested Shares.  In addition, you agree that you will be subject to any compensation clawback and recoupment policies that may be applicable to you as an employee of the Company, as in effect from time to time and as approved by the Board, whether or not approved before or after the Grant Date.
No Impact on Other Benefits	The value of this option and Shares covered by this option is not part of your normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.
Shareholder Rights	You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option’s Shares has been issued (or an appropriate book entry has been made). No adjustments are made for dividends or other rights if the applicable record date occurs before your share certificate is issued (or an appropriate book entry has been made), except as described in the Plan.
Adjustments	In the event of a split, a dividend or a similar change in the Shares, the number of Shares covered by this option and the option price per Share shall be adjusted (and rounded down to the nearest whole number) if required pursuant to the Plan. Your option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.

6

Section 280G Adjustments	Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and would, but for this Section 5.5 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be payable either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax).  Any such reduction shall be made by the Compensation Committee in its sole discretion consistent with the requirements of Section 409A of the Code. Any determination required under this Section, including whether any payments or benefits are parachute payments, shall be made by the Compensation Committee in its sole discretion.
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
The Plan	The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the option in this Agreement does not create any contractual right or other right to receive any option or other grants in the future. Future grants, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your service with the Company.
	The text of the Plan is incorporated in this Agreement by reference. Except as otherwise noted, capitalized terms used in this Agreement, and not otherwise defined in this Agreement, have the meaning set forth in the Plan.
	This Agreement, the Plan and the Executive Severance Plan, as applicable, constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded.

7

Data Privacy	In order to administer the Plan, the Company may process personal data about you. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.
	By accepting this option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Optionees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.
Consent to Electronic Delivery	The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this option grant you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact Doug Tyrell (dtyrell@cubesmart.com) to request paper copies of these documents.

By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.

8

EX-10.43

Exhibit 10.43

Option No.: _____

CUBESMART
2007 EQUITY INCENTIVE PLAN
(As Amended and Restated, Effective June 1, 2016)

NONQUALIFIED SHARE OPTION AGREEMENT

CubeSmart, a Maryland real estate investment trust (the “Company”), grants an option to purchase common shares of beneficial interest, $.01 par value, (the “Shares”) of the Company to the Optionee named below.  The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s 2007 Equity Incentive Plan, as amended from time to time (the “Plan”).

Grant Date: 
Name of Optionee: 
Number of Shares Covered by Option: 
Option Price per Share:  $
Vesting Start Date: 

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which is also attached. You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent.

Optionee:
	Name:
Company:
	Name:	Christopher P. Marr
		President and Chief Executive Officer

This is not a share certificate or a negotiable instrument.

CUBESMART 2007 EQUITY INCENTIVE PLAN
NONQUALIFIED SHARE OPTION AGREEMENT

Nonqualified Share Option	This option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted accordingly.
Vesting	This option is only exercisable before it expires and then only with respect to the vested portion of the option. Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested Shares not less than 100 Shares, unless the number of Shares purchased is the total number available for purchase under the option, by following the procedures set forth in the Plan and below in this Agreement.
	Your right to purchase Shares under this option vests as to one-third (1/3) of the total number of Shares covered by this option, as shown on the cover sheet, on each of the first three anniversaries of the Vesting Start Date (each an “Anniversary Date”), provided you then continue in service to each such Anniversary Date. The resulting aggregate number of vested Shares will be rounded to the nearest whole number, and you cannot vest in more than the number of Shares covered by this option.
	Other than pursuant to the terms of this Agreement, no additional Shares will vest after your service has terminated for any reason unless otherwise provided in a severance plan adopted by the Company in which you are eligible to participate or as determined by the Committee.
Change in Control	If upon a Change in Control, the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) (the “Surviving Corporation”), and your option, to the extent it is outstanding and not yet exercised, is not assumed by, or replaced with a comparable award by, the Surviving Corporation, your right to purchase Shares under this option will become fully vested and exercisable upon such Change in Control.
Term	Your option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Grant Date, as shown on the cover sheet. Your option will expire earlier if your service terminates, as described below.

2

Termination In Connection with Change in Control	If (i) the Company is not the Surviving Corporation in a Change in Control, (ii) your option was assumed by, or replaced with a comparable award by, the Surviving Corporation, and (iii) your service terminates without Cause upon or within 12 months following a Change in Control (“Change in Control Termination”), your option that is outstanding and unexercised immediately prior to your date of termination will become fully vested and exercisable as of your date of termination.  For purposes of this Agreement, the term “Cause” shall have the meaning assigned to such term in any applicable Company severance plan in which you are an eligible employee, or in the absence of such a severance plan, then it shall have the meanings assigned to such term in the Plan.
Termination for Cause	If your service is terminated for Cause, then you immediately forfeit all rights to your option and the option immediately expires.
Death	If your service terminates because of your death, then your option shall become fully vested and will expire on the earlier of (a) the end of the term of your option, or (b) at the close of business at Company headquarters on the date twelve (12) months after the date of death. During the applicable period described in the preceding sentence, your estate or heirs may exercise your option.
	In addition, if you die during the 90-day period described in connection with a regular termination (i.e., a termination of your service not on account of your death, Disability or Cause), and a vested portion of your option has not yet been exercised, then your option will instead expire on the earlier of (i) the end of the term of your option, or (ii) the date twelve (12) months after your termination date. In such a case, during the applicable period described in the preceding sentence, your estate or heirs may exercise the vested portion of your option.
Disability	If your service terminates because of your Disability, then your option shall become fully vested and will expire at the close of business at Company headquarters on the earlier of (a) the end of the term of your option, or (b) the date twelve (12) months after your termination date.  For purposes of this Agreement, the term “Disability” shall have the meanings assigned to such term in any applicable Company severance plan in which you are an eligible employee, or in the absence of such a severance plan, then it shall have the meanings assigned to such term in the Plan.

3

Leaves of Absence	For purposes of this option, your service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued service crediting, or when continued service crediting is required by applicable law. However, your service will be treated as terminating 90 days after your employee leave commences, unless your right to return to active work is guaranteed by law or by a contract. Your service terminates in any event when the approved leave ends unless you immediately return to active employee work.
	The Company determines, in its sole discretion, which leaves count for this purpose, and when your service terminates for all purposes under the Plan.
Other Termination	If your service terminates for any reason, other than death, Disability, or Cause, or a Change in Control Termination, then your option expires on the earlier of (a) the expiration of the term of your option, or (b) at the close of business at Company headquarters on the 90th day after your termination date.
Notice of Exercise	When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many Shares you wish to purchase (in a parcel of at least 100 Shares generally). Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse’s names as joint tenants with right of survivorship). The notice will be effective when it is received by the Company.
	If someone else wants to exercise this option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.
Form of Payment	When you submit your notice of exercise, you must include payment of the option price for the Shares you are purchasing. Payment may be made in one (or a combination) of the following forms:
		Cash, your personal check, a cashier’s check, a money order or another cash equivalent acceptable to the Company.
		Shares which have already been owned by you for more than six months and which are surrendered to the Company. The value of the Shares, determined as of the effective date of the option exercise, will be applied to the option price.

4

		By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes (if approved in advance by the Compensation Committee of the Board if you are either an executive officer or a director of the Company).
Withholding Taxes	You will not be allowed to exercise this option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise or sale of Shares acquired under this option. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of Shares arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate.
Transfer of Option	During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid and expire. You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution.
	Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your option in any other way.
Retention Rights	Neither your option nor this Agreement gives you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity. The Company (and any parent, Subsidiaries or Affiliates) reserves the right to terminate your service at any time and for any reason.

5

Recoupment Policy	If it is determined by the Board that your gross negligence, intentional misconduct or fraud caused or partially caused the Company to have to restate all or a portion of its financial statements, the Board, in its sole discretion, may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of any Shares delivered to you pursuant to this Agreement or to effect the cancellation of unvested Shares.  In addition, you agree that you will be subject to any compensation clawback and recoupment policies that may be applicable to you as an employee of the Company, as in effect from time to time and as approved by the Board, whether or not approved before or after the Grant Date.
No Impact on Other Benefits	The value of this option and Shares covered by this option is not part of your normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.
Shareholder Rights	You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option’s Shares has been issued (or an appropriate book entry has been made). No adjustments are made for dividends or other rights if the applicable record date occurs before your share certificate is issued (or an appropriate book entry has been made), except as described in the Plan.
Adjustments	In the event of a split, a dividend or a similar change in the Shares, the number of Shares covered by this option and the option price per Share shall be adjusted (and rounded down to the nearest whole number) if required pursuant to the Plan. Your option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
The Plan	The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the option in this Agreement does not create any contractual right or other right to receive any option or other grants in the future. Future grants, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your service with the Company.

6

	The text of the Plan is incorporated in this Agreement by reference. Except as otherwise noted, capitalized terms used in this Agreement, and not otherwise defined in this Agreement, have the meaning set forth in the Plan.
	This Agreement and the Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded.
Data Privacy	In order to administer the Plan, the Company may process personal data about you. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.
	By accepting this option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Optionees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.
Consent to Electronic Delivery	The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this option grant you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact Doug Tyrell (dtyrell@cubesmart.com) to request paper copies of these documents.

By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.

7

EX-10.44

Exhibit 10.44

Grant No.:_____

CUBESMART
2007 EQUITY INCENTIVE PLAN
(As Amended and Restated, Effective June 1, 2016)

RESTRICTED SHARE AGREEMENT

CubeSmart, a Maryland real estate investment trust (the “Company”), grants common shares of beneficial interest, $.01 par value (the “Shares”), of the Company to the individual named below, subject to the vesting conditions set forth in the attachment.  The grant of Shares is made in consideration of the services to be rendered by Grantee to the Company. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment, and in the Company’s 2007 Equity Incentive Plan, as amended from time to time (the “Plan”).

Grant Date: 
Name of Grantee: 
Number of Shares Covered by Award:

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which will be provided on request. You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.

Grantee:
	Name:
Company:
	Name:	Christopher P. Marr
		President and Chief Executive Officer

This is not a share certificate or a negotiable instrument.

CUBESMART
2007 EQUITY INCENTIVE PLAN
RESTRICTED SHARE GRANT AGREEMENT

Restricted Shares/ Nontransferability	This Grant is an award of Shares in the number of Shares set forth on the cover sheet subject to the vesting conditions described below. To the extent not yet vested, your Shares may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Shares be made subject to execution, attachment or similar process.
Issuance and Vesting	The Company will, in its sole discretion, either (i) issue you certificates for the Shares in your name as of the Grant Date, or (ii) maintain a record of this grant and issue certificates to you for the Shares as and when such Shares vest.
	Your right to the Shares under this Agreement vests as to one-third (1/3) of the total number of Shares covered by this grant, as shown on the cover sheet, on each of the first three anniversaries of the Grant Date provided you then continue in service as of the applicable vesting dates.
	Other than pursuant to the terms of this Agreement, no additional Shares will vest after your service has terminated for any reason unless otherwise provided in a severance plan adopted by the Company in which you are eligible to participate or as determined by the Committee.
Change in Control	If upon a Change in Control, the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) (the “Surviving Corporation”) and your unvested Shares under this Agreement are not assumed by, or replaced with a comparable award by, the Surviving Corporation, your unvested Shares under this Agreement will become fully vested upon such Change in Control.

2

Termination During Change in Control Protection Period	If (i) the Company is not the Surviving Corporation in a Change in Control, (ii) your unvested Shares were assumed by, or replaced with a comparable award by, the Surviving Corporation, and (iii) you have a Qualifying Termination (as defined in the Cubesmart Executive Severance Plan (the “Executive Severance Plan”) during the Change in Control Protection Period (as defined in the Executive Severance Plan), your unvested Shares immediately prior to your Effective Date of Termination (as defined in the Executive Severance Plan) will become fully vested as of the later to occur of the Effective Date of Termination and the Change in Control.
Termination Other than During Change in Control Period	If you have a Qualifying Termination before or after the Change in Control Protection Period, your unvested Shares immediately prior to your Effective Date of Termination (including any Shares that were assumed by, or replaced with an award of restricted shares that have comparable terms by, the Surviving Corporation) will continue to vest following the Effective Date of Termination in accordance with the vesting terms set forth in the “Issuance and Vesting” section above.
Termination by Death or Disability	If your service terminates because of your death or Disability (as defined in the Executive Severance Plan), then your unvested Shares immediately prior to your Effective Date of Termination will become fully vested as of the Effective Date of Termination.
Forfeiture of Unvested Shares	Except as provided in this Agreement, in the event that your service terminates for any reason other than death, Disability, or a Qualifying Termination, you will forfeit to the Company all of the Shares subject to this grant that have not yet vested.
Recoupment Policy	If it is determined by the Board that your gross negligence, intentional misconduct or fraud caused or partially caused the Company to have to restate all or a portion of its financial statements, the Board, in its sole discretion, may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of any Shares delivered to you pursuant to this Agreement or to effect the cancellation of unvested Shares.  You agree that you will be subject to any compensation clawback and recoupment policies that may be applicable to you as an employee of the Company, as in effect from time to time and as approved by the Board, whether or not approved before or after the Grant Date.

3

Withholding Taxes	You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting of Shares acquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of Shares arising from this grant, the Company shall have the right to: (i) require such payments from you, (ii) withhold such amounts from other payments due to you from the Company or any Affiliate, or (iii) cause an immediate forfeiture of Shares subject to the vesting pursuant to this Agreement in an amount equal to the withholding or other taxes due.
Section 280G Adjustments	Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and would, but for this Section 5.5 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be payable either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax).  Any such reduction shall be made by the Compensation Committee in its sole discretion consistent with the requirements of Section 409A of the Code. Any determination required under this Section, including whether any payments or benefits are parachute payments, shall be made by the Compensation Committee in its sole discretion.
Retention Rights	This Agreement does not give you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity.  Furthermore, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate your service with the Company at any time, with or without Cause.
No Impact on Other Benefits	The value of your Shares is not part of your normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

4

Shareholder Rights; Dividends	You have the right to vote the Shares and to receive any dividends declared or paid on such Shares. Any distributions of stock or other property you receive as a result of any split, stock dividend, combination of Shares or other similar transaction shall be deemed to be a part of the Shares and subject to the same conditions and restrictions applicable thereto. Except as described in the Plan, no adjustments are made for dividends or other rights if the applicable record date occurs before your share certificate is registered in your name.
Adjustments	In the event of a split, a dividend or a similar change in the Shares, the number of Shares covered by this grant may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your Shares shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
Successors and Assigns	The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon you and your beneficiaries, executors, administrators and the person(s) to whom the Shares may be transferred by will or the laws of descent or distribution.
Legends	Any certificates representing the Shares issued in connection with this grant shall, where applicable, have endorsed thereon the following legends:
	“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”

5

The Plan	The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Shares in this Agreement does not create any contractual right or other right to receive any Shares or other grants in the future. Future grants, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your service with the Company.
	The text of the Plan is incorporated in this Agreement by reference. Except as otherwise noted, capitalized terms used in this Agreement, and not otherwise defined in this Agreement, have the meaning set forth in the Plan.
	This Agreement, the Plan and the Executive Severance Plan, as applicable, constitute the entire understanding between you and the Company regarding the award of Shares under this Agreement.
	Any prior agreements, commitments or negotiations concerning the award of Shares under this Agreement are superseded.
Notices	Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company's principal corporate offices. Any notice required to be delivered to you under this Agreement shall be in writing and addressed to you at your address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
Severability	The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

6

Interpretation	Any dispute regarding the interpretation of this Agreement shall be submitted by you or the Company to the Compensation Committee of the Company’s Board of Trustees for review. The resolution of such dispute by the Compensation Committee shall be final and binding on you and the Company.
Data Privacy	In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.
	By accepting this grant, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.
Consent to Electronic Delivery	The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant, you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact the Secretary of the Company to request paper copies of these documents.

By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.

7

EX-10.45

Exhibit 10.45

Grant No.:_____

CUBESMART
2007 EQUITY INCENTIVE PLAN
(As Amended and Restated, Effective June 1, 2016)

RESTRICTED SHARE AGREEMENT

CubeSmart, a Maryland real estate investment trust (the “Company”), grants common shares of beneficial interest, $.01 par value (the “Shares”), of the Company to the individual named below, subject to the vesting conditions set forth in the attachment.  The grant of Shares is made in consideration of the services to be rendered by Grantee to the Company. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment, and in the Company’s 2007 Equity Incentive Plan, as amended from time to time (the “Plan”).

Grant Date: 
Name of Grantee: 
Number of Shares Covered by Award:

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which will be provided on request. You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.

Grantee:
	Name:
Company:
	Name:	Christopher P. Marr
		President and Chief Executive Officer

This is not a share certificate or a negotiable instrument.

CUBESMART
2007 EQUITY INCENTIVE PLAN
RESTRICTED SHARE GRANT AGREEMENT

Restricted Shares/ Nontransferability	This Grant is an award of Shares in the number of Shares set forth on the cover sheet subject to the vesting conditions described below. To the extent not yet vested, your Shares may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Shares be made subject to execution, attachment or similar process.
Issuance and Vesting	The Company will, in its sole discretion, either (i) issue you certificates for the Shares in your name as of the Grant Date, or (ii) maintain a record of this grant and issue any certificates to you for the Shares as and when such Shares vest.
	Your right to the Shares under this Agreement vests as to one-third (1/3) of the total number of Shares covered by this grant, as shown on the cover sheet, on each of the first three anniversaries of the Grant Date provided you then continue in service as of the applicable vesting dates.
	Other than pursuant to the terms of this Agreement, no additional Shares will vest after your service has terminated for any reason unless otherwise provided in a severance plan adopted by the Company in which you are eligible to participate or as determined by the Committee.
Change in Control	If upon a Change in Control, the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) (the “Surviving Corporation”) and your unvested Shares under this Agreement are not assumed by, or replaced with a comparable award by, the Surviving Corporation, your unvested Shares under this Agreement will become fully vested upon such Change in Control.

2

Termination In Connection with Change in Control	If (i) the Company is not the Surviving Corporation in a Change in Control, (ii) your unvested Shares were assumed by, or replaced with a comparable award by, the Surviving Corporation, and (iii) your service terminates without Cause upon or within 12 months following a Change in Control (“Change in Control Termination”), your unvested Shares will become fully vested as of your date of termination.  For purposes of this Agreement, the term “Cause” shall have the meaning assigned to such term in any applicable Company severance plan in which you are an eligible employee, or in the absence of such a severance plan, then it shall have the meanings assigned to such term in the Plan.
Termination by Death or Disability	If your service terminates because of your death or Disability, then your unvested Shares will become fully vested as of your date of termination.  For purposes of this Agreement, the term “Disability” shall have the meaning assigned to such term in any applicable Company severance plan in which you are an eligible employee, or in the absence of such a severance plan, then it shall have the meanings assigned to such term in the Plan.
Forfeiture of Unvested Shares	Except as provided in this Agreement, in the event that your service terminates for any reason other than death or Disability or you have a Change in Control Termination, you will forfeit to the Company all of the Shares subject to this grant that have not yet vested.
Recoupment Policy	If it is determined by the Board that your gross negligence, intentional misconduct or fraud caused or partially caused the Company to have to restate all or a portion of its financial statements, the Board, in its sole discretion, may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of any Shares delivered to you pursuant to this Agreement or to effect the cancellation of unvested Shares.  You agree that you will be subject to any compensation clawback and recoupment policies that may be applicable to you as an employee of the Company, as in effect from time to time and as approved by the Board, whether or not approved before or after the Grant Date.

3

Withholding Taxes	You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting of Shares acquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of Shares arising from this grant, the Company shall have the right to: (i) require such payments from you, (ii) withhold such amounts from other payments due to you from the Company or any Affiliate, or (iii) cause an immediate forfeiture of Shares subject to the vesting pursuant to this Agreement in an amount equal to the withholding or other taxes due.
Retention Rights	This Agreement does not give you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity.  Furthermore, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate your service with the Company at any time, with or without Cause.
No Impact on Other Benefits	The value of your Shares is not part of your normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.
Shareholder Rights; Dividends	You have the right to vote the Shares and to receive any dividends declared or paid on such Shares. Any distributions of stock or other property you receive as a result of any split, stock dividend, combination of Shares or other similar transaction shall be deemed to be a part of the Shares and subject to the same conditions and restrictions applicable thereto. Except as described in the Plan, no adjustments are made for dividends or other rights if the applicable record date occurs before your share certificate is registered in your name.
Adjustments	In the event of a split, a dividend or a similar change in the Shares, the number of Shares covered by this grant may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your Shares shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
Successors and Assigns	The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon you and your beneficiaries, executors, administrators and the person(s) to whom the Shares may be transferred by will or the laws of descent or distribution.

4

Legends	Any certificates representing the Shares issued in connection with this grant shall, where applicable, have endorsed thereon the following legends:
	“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”
The Plan	The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Shares in this Agreement does not create any contractual right or other right to receive any Shares or other grants in the future. Future grants, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your service with the Company.
	The text of the Plan is incorporated in this Agreement by reference. Except as otherwise noted, capitalized terms used in this Agreement, and not otherwise defined in this Agreement, have the meaning set forth in the Plan.
	This Agreement and the Plan constitute the entire understanding between you and the Company the award of Shares under this Agreement. Any prior agreements, commitments or negotiations concerning the award of Shares under this Agreement are superseded.
Notices	Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company's principal corporate offices. Any notice required to be delivered to you under this Agreement shall be in writing and addressed to you at your address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

5

Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
Severability	The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
Interpretation	Any dispute regarding the interpretation of this Agreement shall be submitted by you or the Company to the Compensation Committee of the Company’s Board of Trustees for review. The resolution of such dispute by the Compensation Committee shall be final and binding on you and the Company.
Data Privacy	In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.
	By accepting this grant, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.
Consent to Electronic Delivery	The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant, you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact the Secretary of the Company to request paper copies of these documents.

By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.

6

EX-10.46

Exhibit 10.46

Grant No.:_____

CUBESMART
2007 EQUITY INCENTIVE PLAN

RESTRICTED SHARE AGREEMENT

CubeSmart, a Maryland real estate investment trust (the “Company”), grants common shares of beneficial interest, $.01 par value (the “Shares”), of the Company to the Grantee named below, subject to the vesting conditions set forth in the attachment.  The grant of Shares is made in consideration of the services to be rendered by Grantee to the Company. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment, and in the Company’s 2007 Equity Incentive Plan (the “Plan”).

Grant Date: 
Name of Grantee: 
Number of Shares Covered by Grant: 

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which will be provided on request. You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.

Grantee:
	Name:
Company:
	Name:	Christopher P. Marr
		President and Chief Executive Officer

This is not a share certificate or a negotiable instrument.

CUBESMART
2007 EQUITY INCENTIVE PLAN
RESTRICTED SHARE GRANT AGREEMENT

Restricted Shares/ Nontransferability	This Grant is an award of Shares in the number of Shares set forth on the cover sheet subject to the vesting conditions described below (“Restricted Shares”). To the extent not yet vested, your Restricted Shares may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Restricted Shares be made subject to execution, attachment or similar process.
Issuance and Vesting	The Company will, in its sole discretion, either (i) issue your Restricted Shares in your name as of the Grant Date, or (ii) maintain a record of this grant and issue any Shares as and when such Shares vest.
	Your right to the Restricted Shares under this Restricted Share Agreement vests as to one-fifth (1/5) of the total number of Shares covered by this grant, as shown on the cover sheet, on each of the first five anniversaries of the Vesting Start Date (each an “Anniversary Date”) provided you then continue in Service.
	Your right to the Restricted Shares under this Restricted Share Agreement will become fully vested on your termination of Service due to death or disability. No additional Restricted Shares will vest after your Service has terminated for any reason, other than pursuant to the terms of any Employment Agreement between you and the Company.
Forfeiture of Unvested Shares	Except as provided pursuant to the terms of any Employment Agreement between you and the Company, in the event that your Service terminates for any reason other than death or disability, you will forfeit to the Company all of the Shares subject to this grant that have not yet vested.
Repayment	If it is determined by the Board that your gross negligence, intentional misconduct or fraud caused or partially caused the Company to have to restate all or a portion of its financial statements, the Board, in its sole discretion, may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of any Shares delivered to you pursuant to this Restricted Share Agreement or to effect the cancellation of unvested Restricted Shares.

2

Withholding Taxes	You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting of Restricted Shares acquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of Restricted Shares arising from this grant, the Company shall have the right to: (i) require such payments from you, (ii) withhold such amounts from other payments due to you from the Company or any Affiliate, or (iii) cause an immediate forfeiture of Shares subject to the vesting pursuant to this Agreement in an amount equal to the withholding or other taxes due.
Retention Rights	This Agreement does not give you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity.  Furthermore, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate your employment with the Company at any time, with or without Cause.
No Impact on Other Benefits	The value of your Restricted Shares is not part of your normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.
Shareholder Rights	You have the right to vote the Restricted Shares and to receive any dividends declared or paid on such Shares. Any distributions you receive as a result of any split, stock dividend, combination of Shares or other similar transaction shall be deemed to be a part of the Restricted Shares and subject to the same conditions and restrictions applicable thereto. Except as described in the Plan, no adjustments are made for dividends or other rights if the applicable record date occurs before your share certificate is issued.
Adjustments	In the event of a split, a dividend or a similar change in the Shares, the number of Shares covered by this grant may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your Restricted Shares shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
Successors and Assigns	The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon you and your beneficiaries, executors, administrators and the person(s) to whom the Restricted Shares may be transferred by will or the laws of descent or distribution.

3

Legends	Any certificates representing the Shares issued in connection with this grant shall, where applicable, have endorsed thereon the following legends:
	“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”
Discretionary Nature of Plan	The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Restricted Shares in this Agreement does not create any contractual right or other right to receive any Restricted Shares or other grants in the future. Future grants, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your employment with the Company.
Notices	Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company's principal corporate offices. Any notice required to be delivered to you under this Agreement shall be in writing and addressed to you at your address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
Severability	The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

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Interpretation	Any dispute regarding the interpretation of this Agreement shall be submitted by you or the Company to the Compensation Committee of the Company’s Board of Trustees for review. The resolution of such dispute by the Compensation Committee shall be final and binding on you and the Company.
Data Privacy	In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.
	By accepting this grant, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.
Consent to Electronic Delivery	The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant, you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact the Secretary of the Company to request paper copies of these documents.

By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.

5

EX-10.47

Exhibit 10.47

Grant No.:_____

CUBESMART
2007 EQUITY INCENTIVE PLAN
(As Amended and Restated, Effective June 1, 2016)

RESTRICTED SHARE UNIT AGREEMENT

This is a Restricted Share Unit Award (the “Award”) from CubeSmart, a Maryland real estate investment trust (the “Company”) to the individual named below (the “Grantee”), subject to the vesting conditions set forth in the attachment.  Upon the vesting of the Restricted Share Units (“RSU”) under this Award, the Company will deliver one common share of beneficial interest, $.01 par value (a “Share”), of the Company to the Grantee for each vested RSU.  Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment, and in the Company’s 2007 Equity Incentive Plan, as amended from time to time (the “Plan”).

Grant Date: 
Name of Grantee: 
Number of RSUs Covered by Award: 

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which will be provided on request. You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.

Grantee:
	Name:
Company:
	Name:	Christopher P. Marr
		President and Chief Executive Officer

This is not a share certificate or a negotiable instrument.

CUBESMART
2007 EQUITY INCENTIVE PLAN
RESTRICTED SHARE UNIT GRANT AGREEMENT

RSUs/ Nontransferability	This Grant is an award of RSUs in the number of RSUs set forth on the cover sheet subject to the vesting conditions described below. Your RSUs, whether vested or unvested, may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the RSUs be made subject to execution, attachment or similar process.
Issuance; Vesting; and Deferral	The Company will maintain a record of this grant and issue any Shares within thirty (30) days following the date the RSUs vest, unless Grantee has elected to defer the issuance of any Shares pursuant to a Company-sponsored deferral plan in compliance with applicable rules and regulations of the United States Internal Revenue Service (the “Deferral Plan”).
	Your right to the issuance of Shares under this Agreement vests as to one-third (1/3) of the total number of RSUs covered by this grant, as shown on the cover sheet, on each of the first three anniversaries of the Grant Date provided you then continue in service on the applicable vesting dates and subject to any deferral elections made by Grantee pursuant to the Deferral Plan.
	Other than pursuant to the terms of this Agreement, no additional RSUs will vest after your service has terminated for any reason unless otherwise provided in a severance plan adopted by the Company in which you are eligible to participate or as determined by the Committee.
Dividend Equivalents	On each of the Company’s cash dividend payment dates occurring after the Grant Date and prior to the date your RSUs are fully paid in accordance with this Agreement, the Company will pay to you an amount, per RSU held on the record date for determining the shareholders of the Company entitled to receive the cash dividend on its outstanding Shares, equal to the amount of the cash dividend declared and paid in respect of one Share.
Change in Control	If upon a Change in Control, the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) (the “Surviving Corporation”) and your unvested RSUs under this Agreement are not assumed by, or replaced with a comparable award by, the Surviving Corporation, your unvested RSUs under this Agreement will become fully vested upon such Change in Control.

2

Termination During Change in Control Protection Period	If (i) the Company is not the Surviving Corporation in a Change in Control, (ii) your unvested RSUs were assumed by, or replaced with a comparable award by, the Surviving Corporation, and (iii) you have a Qualifying Termination (as defined in the Cubesmart Executive Severance Plan (the “Executive Severance Plan”) during the Change in Control Protection Period (as defined in the Executive Severance Plan), your unvested RSUs immediately prior to your Effective Date of Termination (as defined in the Executive Severance Plan) will become fully vested as of the later to occur of the Effective Date of Termination and the Change in Control.
Termination Other than During Change in Control Period	If you have a Qualifying Termination before or after the Change in Control Protection Period, your unvested RSUs immediately prior to your Effective Date of Termination (including any RSUs that were assumed by, or replaced with an award of restricted share units that have comparable terms by, the Surviving Corporation) will continue to vest following the Effective Date of Termination in accordance with the vesting terms set forth in the “Issuance; Vesting; and Deferral” section above.
Termination by Death or Disability	If your service terminates because of your death or Disability (as defined in the Executive Severance Plan), then your unvested RSUs immediately prior to your Effective Date of Termination will become fully vested as of the Effective Date of Termination.
Forfeiture of Unvested RSUs	Except as provided in this Agreement, in the event that your service terminates for any reason other than death, Disability, Retirement, or a Qualifying Termination, you will forfeit to the Company all of the RSUs subject to this grant that have not yet vested.
Recoupment Policy	If it is determined by the Board that your gross negligence, intentional misconduct or fraud caused or partially caused the Company to have to restate all or a portion of its financial statements, the Board, in its sole discretion, may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of any RSUs delivered to you pursuant to this Agreement or to effect the cancellation of unvested RSUs.  In addition, you agree that you will be subject to any compensation clawback and recoupment policies that may be applicable to you as an employee of the Company, as in effect from time to time and as approved by the Board, whether or not approved before or after the Grant Date.

3

Withholding Taxes	You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the issuance of Shares acquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the issuing of Shares arising from this grant, the Company shall have the right to: (i) require such payments from you, (ii) withhold such amounts from other payments due to you from the Company or any Affiliate, or (iii) withhold Shares otherwise payable to you pursuant to this Agreement in an amount equal to the withholding or other taxes due.
Section 280G Adjustments	Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and would, but for this Section 5.5 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be payable either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax).  Any such reduction shall be made by the Compensation Committee in its sole discretion consistent with the requirements of Section 409A of the Code. Any determination required under this Section, including whether any payments or benefits are parachute payments, shall be made by the Compensation Committee in its sole discretion.
Retention Rights	This Agreement does not give you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity.  Furthermore, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate your service with the Company at any time, with or without Cause.
No Impact on Other Benefits	The value of your RSUs is not part of your normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

4

Shareholder Rights	You do not have any of the rights of a shareholder with respect to the RSUs unless and until the Shares relating to the RSUs vest and are paid to you.  You do not have the right to make an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended.
Adjustments	In the event of a split, a dividend or a similar change in the Shares, the number of RSUs covered by this grant may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your RSUs shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
Successors and Assigns	The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon you and your beneficiaries, executors, administrators and the person(s) to whom the RSUs may be transferred by will or the laws of descent or distribution.
The Plan	The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the RSUs in this Agreement does not create any contractual right or other right to receive any RSUs or other grants in the future. Future grants, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your service with the Company.
	The text of the Plan is incorporated in this Agreement by reference. Except as otherwise noted, capitalized terms used in this Agreement, and not otherwise defined in this Agreement, have the meaning set forth in the Plan.
	This Agreement, the Plan and the Executive Severance Plan, as applicable, constitute the entire understanding between you and the Company regarding the award of RSUs under this Agreement. Any prior agreements, commitments or negotiations concerning the award of RSUs under this Agreement are superseded.

5

Notices	Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company's principal corporate offices. Any notice required to be delivered to you under this Agreement shall be in writing and addressed to you at your address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
Severability	The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
Interpretation	Any dispute regarding the interpretation of this Agreement shall be submitted by you or the Company to the Compensation Committee of the Company’s Board of Trustees for review. The resolution of such dispute by the Compensation Committee shall be final and binding on you and the Company.
Data Privacy	In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.
	By accepting this grant, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.

6

Consent to Electronic Delivery The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant, you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact the Secretary of the Company to request paper copies of these documents.

By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.

7

EX-10.48

Exhibit 10.48

Grant No.:_____

CUBESMART
2007 EQUITY INCENTIVE PLAN
(As Amended and Restated, Effective June 1, 2016)

RESTRICTED SHARE UNIT AGREEMENT

This is a Restricted Share Unit Award (the “Award”) from CubeSmart, a Maryland real estate investment trust (the “Company”) to the individual named below (the “Grantee”), subject to the vesting conditions set forth in the attachment.  Upon the vesting of the Restricted Share Units (“RSU”) under this Award, the Company will deliver one common share of beneficial interest, $.01 par value (a “Share”), of the Company to the Grantee for each vested RSU.  Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment, and in the Company’s 2007 Equity Incentive Plan, as amended from time to time (the “Plan”).

Grant Date: 
Name of Grantee: 
Number of RSUs Covered by Award: 

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which will be provided on request. You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.

G
Grantee:
	Name:
Company:
	Name:	Christopher P. Marr
		President and Chief Executive Officer

This is not a share certificate or a negotiable instrument.

CUBESMART
2007 EQUITY INCENTIVE PLAN
RESTRICTED SHARE UNIT GRANT AGREEMENT

RSUs/ Nontransferability	This Grant is an award of RSUs in the number of RSUs set forth on the cover sheet subject to the vesting conditions described below. Your RSUs, whether vested or unvested, may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the RSUs be made subject to execution, attachment or similar process.
Issuance; Vesting; and Deferral	The Company will maintain a record of this grant and issue any Shares within thirty (30) days following the date the RSUs vest, unless Grantee has elected to defer the issuance of any Shares pursuant to a Company-sponsored deferral plan in compliance with applicable rules and regulations of the United States Internal Revenue Service (the “Deferral Plan”).
	Your right to the issuance of Shares under this Agreement vests as to one-third (1/3) of the total number of RSUs covered by this grant, as shown on the cover sheet, on each of the first three anniversaries of the Grant Date provided you then continue in service on the applicable vesting dates and subject to any deferral elections made by Grantee pursuant to the Deferral Plan.
	Other than pursuant to the terms of this Agreement, no additional RSUs will vest after your service has terminated for any reason unless otherwise provided in a severance plan adopted by the Company in which you are eligible to participate or as determined by the Committee.
Dividend Equivalents	On each of the Company’s cash dividend payment dates occurring after the Grant Date and prior to the date your RSUs are fully paid in accordance with this Agreement, the Company will pay to you an amount, per RSU held on the record date for determining the shareholders of the Company entitled to receive the cash dividend on its outstanding Shares, equal to the amount of the cash dividend declared and paid in respect of one Share.
Change in Control	If upon a Change in Control, the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) (the “Surviving Corporation”) and your unvested RSUs under this Agreement are not assumed by, or replaced with a comparable award by, the Surviving Corporation, your unvested RSUs under this Agreement will become fully vested upon such Change in Control.

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Termination in Connection with Change in Control	If (i) the Company is not the Surviving Corporation in a Change in Control, (ii) your unvested RSUs were assumed by, or replaced with a comparable award by, the Surviving Corporation, and (iii) your service terminates without Cause upon or within 12 months following a Change in Control (“Change in Control Termination”), your unvested RSUs will become fully vested as of your date of termination.  For purposes of this Agreement, the term “Cause” shall have the meanings assigned to such term in any applicable Company severance plan in which you are an eligible employee, or in the absence of such a severance plan, then it shall have the meanings assigned to such term in the Plan.
Termination by Death or Disability	If your service terminates because of your death or Disability, then your unvested RSUs will become fully vested as of your date of termination.  For purposes of this Agreement, the term “Disability” shall have the meanings assigned to such term in any applicable Company severance plan in which you are an eligible employee, or in the absence of such a severance plan, then it shall have the meanings assigned to such term in the Plan.
Forfeiture of Unvested RSUs	Except as provided in this Agreement, in the event that your service terminates for any reason other than death or Disability or you have a Change in Control Termination, you will forfeit to the Company all of the RSUs subject to this grant that have not yet vested.
Recoupment Policy	If it is determined by the Board that your gross negligence, intentional misconduct or fraud caused or partially caused the Company to have to restate all or a portion of its financial statements, the Board, in its sole discretion, may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of any RSUs delivered to you pursuant to this Agreement or to effect the cancellation of unvested RSUs.  In addition, you agree that you will be subject to any compensation clawback and recoupment policies that may be applicable to you as an employee of the Company, as in effect from time to time and as approved by the Board, whether or not approved before or after the Grant Date.

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Withholding Taxes	You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the issuance of Shares acquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the issuing of Shares arising from this grant, the Company shall have the right to: (i) require such payments from you, (ii) withhold such amounts from other payments due to you from the Company or any Affiliate, or (iii) withhold Shares otherwise payable to you pursuant to this Agreement in an amount equal to the withholding or other taxes due.
Retention Rights	This Agreement does not give you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity.  Furthermore, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate your service with the Company at any time, with or without Cause.
No Impact on Other Benefits	The value of your RSUs is not part of your normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.
Shareholder Rights	You do not have any of the rights of a shareholder with respect to the RSUs unless and until the Shares relating to the RSUs vest and are paid to you.  You do not have the right to make an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended.
Adjustments	In the event of a split, a dividend or a similar change in the Shares, the number of RSUs covered by this grant may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your RSUs shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
Successors and Assigns	The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon you and your beneficiaries, executors, administrators and the person(s) to whom the RSUs may be transferred by will or the laws of descent or distribution.

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The Plan	The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the RSUs in this Agreement does not create any contractual right or other right to receive any RSUs or other grants in the future. Future grants, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your service with the Company.
	The text of the Plan is incorporated in this Agreement by reference. Except as otherwise noted, capitalized terms used in this Agreement, and not otherwise defined in this Agreement, have the meaning set forth in the Plan.
	This Agreement and the Plan constitute the entire understanding between you and the Company regarding the award of RSUs under this Agreement. Any prior agreements, commitments or negotiations concerning the award of RSUs under this Agreement are superseded.
Notices	Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company's principal corporate offices. Any notice required to be delivered to you under this Agreement shall be in writing and addressed to you at your address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
Severability	The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
Interpretation	Any dispute regarding the interpretation of this Agreement shall be submitted by you or the Company to the Compensation Committee of the Company’s Board of Trustees for review. The resolution of such dispute by the Compensation Committee shall be final and binding on you and the Company.

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Data Privacy	In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.
	By accepting this grant, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.
Consent to Electronic Delivery	The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant, you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact the Secretary of the Company to request paper copies of these documents.

By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.

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EX-10.49

Exhibit 10.49

Grant No.: _____

CUBESMART
2007 EQUITY INCENTIVE PLAN
(AS AMENDED AND RESTATED, EFFECTIVE JUNE 1, 2016)

PERFORMANCE-VESTED RESTRICTED SHARE AGREEMENT

CubeSmart, a Maryland real estate investment trust (the “Company”), grants common shares of beneficial interest, $.01 par value (the “Shares”), of the Company to the individual named below, subject to the vesting conditions set forth in the attachment.  The grant of Shares is made in consideration of the services to be rendered by Grantee to the Company. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment, and in the Company’s 2007 Equity Incentive Plan, as amended from time to time (the “Plan”).

Grant Date: 
Name of Grantee: 
Number of Shares Covered by Award, subject to satisfaction of the applicable performance conditions:

Maximum:	(2x Target)
Target:
Threshold:	(1/2x Target)

Performance Period:  January 1, 2017– December 31, 2019

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which will be provided on request.  You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.

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Grantee:
	Name:
Company:
	Name:	Christopher P. Marr
		President and Chief Executive Officer

This is not a share certificate or a negotiable instrument.

CUBESMART
2007 EQUITY INCENTIVE PLAN
PERFORMANCE-VESTED RESTRICTED SHARE AGREEMENT

Restricted Shares/Non-transferability	This Grant is an award of Shares for up to the maximum number of Shares set forth on the cover sheet subject to the vesting conditions described below.  To the extent not yet vested, your Shares may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Shares be made subject to execution, attachment or similar process.
Vesting Issuance of Shares	The Company will, in its sole discretion, either (i) issue you certificates for the Shares in your name as of the Grant Date, or (ii) maintain a record of this grant and issue certificates you for the Shares as and when such Shares vest.
	Your right to the Shares under this Agreement vest up to the maximum number of Shares covered by this grant, as shown on the cover sheet, on the last day of the Performance Period, provided that you continue in service through the last day of the Performance Period.  The number of Shares that vest, if any, and the number of Shares deliverable following vesting shall be based on the Company’s total shareholder return (appreciation in share price and dividends) (“TSR”), as measured by the average closing stock price during the thirty (30) trading days immediately preceding the first day of the performance period and the average closing stock price during the last thirty (30) trading days of the Performance Period, plus aggregate dividends, compared to the TSR of the peer group (consisting of all equity REIT’s) as set forth below:
	If the Company’s TSR for the Performance Period falls in the:	The number of Shares that vest shall be:
	Upper Quartile (75th percentile and above)	200% of Target
	Third Quartile (50th to 74th percentile)	Target
	Second Quartile (25th to 49th percentile)	50% of Target
	Lower Quartile (below 25th percentile)	0%
	The number of Shares that vest for results (i) above the 25th percentile but less than the 50th percentile and (ii) above the 50th percentile but less than the 75th percentile, will be interpolated.

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	Other than pursuant to the terms of this Agreement, no additional Shares will vest after your service has terminated for any reason unless otherwise provided in a severance plan adopted by the Company in which you are eligible to participate or as determined by the Committee.
Dividend Equivalents	On each of the Company’s dividend payment dates occurring after the Grant Date and prior to the date your Shares become fully vested and paid in accordance with this Agreement, the Company shall credit to a bookkeeping account, solely for the purposes of recordkeeping, a number of Shares equal to the quotient of (x) divided by (y), where (x) is an amount equal to the dividends payable with respect to the number of Shares underlying the outstanding Shares subject to this grant, and (y) is the closing price of Shares on such dividend payment date, rounded to the nearest whole unit.  On each applicable vesting date of the Shares, Shares credited to the bookkeeping account (“Dividend Equivalents”) shall vest, if at all, to the extent the Shares to which they relate vest.  Vested Dividend Equivalents shall be paid in Shares at the same time and subject to the same terms as the underlying vested Shares.
Change In Control	In the event of a Change in Control before the last day of the Performance Period where the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) (the “Surviving Corporation”) and your unvested Shares under this Agreement are not assumed by, or replaced with a comparable award by, the Surviving Corporation, your unvested Shares under this Agreement shall be fixed at the Target number of Shares listed on the cover sheet and the Target number of Shares shall vest on the last day of the Performance Period if you continue in service through the last day of the Performance Period.
Termination During Change in Control Protection Period	If (i) the Company is not the Surviving Corporation in a Change in Control, (ii) your unvested Shares were assumed by, or replaced with a comparable award by, the Surviving Corporation, and (iii) you have a Qualifying Termination (as defined in the CubeSmart Executive Severance Plan (the “Executive Severance Plan”) during the Change in Control Protection Period (as defined in the Executive Severance Plan), your unvested Shares immediately prior to your Effective Date of Termination (as defined in the Executive Severance Plan) shall be fixed at the Target number of Shares listed on the cover sheet and the Target number of Shares shall vest as of the later to occur of the Effective Date of Termination and the Change in Control.

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Termination Other than During Change in Control Period	If you have a Qualifying Termination before or after the Change in Control Protection Period, a pro-rated amount of your unvested Shares immediately prior to your Effective Date of Termination (including any Shares that were assumed by, or replaced with a comparable award by, the Surviving Corporation) will vest on the last day of the Performance Period, equal to the product of (x) times (y), rounded to the nearest whole share, where (x) is the number of Shares that would have vested on the last day of the Performance Period as determined on the same basis as if you had continued in active service through the last day of the Performance Period, and (y) is a fraction, the numerator of which is the number of days that elapsed from January 1, 2017 to the date on which you terminate service, and the denominator of which is 1,095.
Termination by Death or Disability	If your service terminates because of your death or Disability (as defined in the Executive Severance Plan), then your unvested Shares immediately prior to your Effective Date of Termination will become vested based on Target performance as of your Effective Date of Termination.
Section 280G Adjustment	Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and would, but for this Section 5.5 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be payable either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax).  Any such reduction shall be made by the Compensation Committee in its sole discretion consistent with the requirements of Section 409A of the Code. Any determination required under this Section, including whether any payments or benefits are parachute payments, shall be made by the Compensation Committee in its sole discretion.
Forfeiture of Unvested Shares	Except as provided in the provisions of this Agreement, in the event that your service terminates for any reason other than death, Disability, or Retirement, or a Qualifying Termination, you will forfeit to the Company all of the Shares subject to this grant that have not yet vested.

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Recoupment Policy	If it is determined by the Board that your gross negligence, intentional misconduct or fraud caused or partially caused the Company to have to restate all or a portion of its financial statements, the Board, in its sole discretion, may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of any Shares delivered to you pursuant to this Agreement or to effect the cancellation of unvested Shares.  In addition, you agree that you will be subject to any compensation clawback and recoupment policies that may be applicable to you as an employee of the Company, as in effect from time to time and as approved by the Board, whether or not approved before or after the Grant Date.
Withholding Taxes	You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting of Shares acquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of Shares arising from this grant, the Company shall have the right to: (i) require such payments from you, (ii) withhold such amounts from other payments due to you from the Company or any Affiliate, or (iii) cause an immediate forfeiture of Shares subject to the vesting pursuant to this Agreement in an amount equal to the withholding or other taxes due.
Retention Rights	This Agreement does not give you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity.  Furthermore, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate your service with the Company at any time, with or without Cause.
No Impact on Other Benefits	The value of your Shares is not part of your normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.
Shareholder Rights	You do not have any of the rights of a shareholder with respect to the Shares unless and until the Shares vest and are paid to you.

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Adjustments	In the event of a split, a dividend or a similar change in the Shares, the number of Shares covered by this grant may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your Shares shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
Successors and Assigns	The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon you and your beneficiaries, executors, administrators and the person(s) to whom the Shares may be transferred by will or the laws of descent or distribution.
Legends	Any certificates representing the Shares issued in connection with this grant shall, where applicable, have endorsed thereon the following legends:
	“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”
The Plan	The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Shares in this Agreement does not create any contractual right or other right to receive any Shares or other grants in the future. Future grants, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your service with the Company.
	The text of the Plan is incorporated in this Agreement by reference. Except as otherwise noted, capitalized terms used in this Agreement, and not otherwise defined in this Agreement, have the meaning set forth in the Plan.
	This Agreement, the Plan and the Executive Severance Plan, as applicable, constitute the entire understanding between you and the Company regarding the award of Shares under this Agreement. Any prior agreements, commitments or negotiations concerning the award of Shares under this Agreement are superseded.

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Notices	Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company's principal corporate offices. Any notice required to be delivered to you under this Agreement shall be in writing and addressed to you at your address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
Severability	The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
Interpretation	Any dispute regarding the interpretation of this Agreement shall be submitted by you or the Company to the Compensation Committee of the Company’s Board of Trustees for review. The resolution of such dispute by the Compensation Committee shall be final and binding on you and the Company.
Data Privacy	In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.
	By accepting this grant, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.

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Consent to Electronic Delivery The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant, you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact the Secretary of the Company to request paper copies of these documents.

By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.

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EX-10.50

Exhibit 10.50

Grant No.: _____

CUBESMART
2007 EQUITY INCENTIVE PLAN
(AS AMENDED AND RESTATED, EFFECTIVE JUNE 1, 2016)

PERFORMANCE-VESTED RESTRICTED SHARE AGREEMENT

CubeSmart, a Maryland real estate investment trust (the “Company”), grants common shares of beneficial interest, $.01 par value (the “Shares”), of the Company to the individual named below, subject to the vesting conditions set forth in the attachment.  The grant of Shares is made in consideration of the services to be rendered by Grantee to the Company. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment, and in the Company’s 2007 Equity Incentive Plan, as amended from time to time (the “Plan”).

Grant Date: 
Name of Grantee: 
Number of Shares Covered by Award, subject to satisfaction of the applicable performance conditions:

Maximum:	(2x Target)
Target:
Threshold:	(1/2x Target)

Performance Period:  January 1, 2017– December 31, 2019

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which will be provided on request.  You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.

Grantee:
	Name:
Company:
	Name:	Christopher P. Marr
		President and Chief Executive Officer

This is not a share certificate or a negotiable instrument.

CUBESMART
2007 EQUITY INCENTIVE PLAN
PERFORMANCE-VESTED RESTRICTED SHARE AGREEMENT

Restricted Shares/Non-transferability	This Grant is an award of Shares for up to the maximum number of Shares set forth on the cover sheet subject to the vesting conditions described below.  To the extent not yet vested, your Shares may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Shares be made subject to execution, attachment or similar process.
Vesting Issuance of Shares	The Company will, in its sole discretion, either (i) issue you certificates for the Shares in your name as of the Grant Date, or (ii) maintain a record of this grant and issue certificates to you for the Shares as and when such Shares vest.
	Your right to the Shares under this Agreement vest up to the maximum number of Shares covered by this grant, as shown on the cover sheet, on the last day of the Performance Period, provided that you continue in service through the last day of the Performance Period.  The number of Shares that vest, if any, and the number of Shares deliverable following vesting shall be based on the Company’s total shareholder return (appreciation in share price and dividends) (“TSR”), as measured by the average closing stock price during the thirty (30) trading days immediately preceding the first day of the performance period and the average closing stock price during the last thirty (30) trading days of the Performance Period, plus aggregate dividends, compared to the TSR of the peer group (consisting of all equity REIT’s) as set forth below:
	If the Company’s TSR for the Performance Period falls in the:	The number of Shares that vest shall be:
	Upper Quartile (75 percentile and above)	200% of Target
	Third Quartile (50th  to 74th percentile)	Target
	Second Quartile (25th  to 49th percentile)	50% of Target
	Lower Quartile (below 25th percentile)	0%
	The number of Shares that vest for results (i) above the 25th percentile but less than the 50th percentile and (ii) above the 50th percentile but less than the 75th percentile, will be interpolated.

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	Other than pursuant to the terms of this Agreement, no additional Shares will vest after your service has terminated for any reason unless otherwise provided in a severance plan adopted by the Company in which you are eligible to participate or as determined by the Committee.
Dividend Equivalents	On each of the Company’s dividend payment dates occurring after the Grant Date and prior to the date your Shares become fully vested and paid in accordance with this Agreement, the Company shall credit to a bookkeeping account, solely for the purposes of recordkeeping, a number of Shares equal to the quotient of (x) divided by (y), where (x) is an amount equal to the dividends payable with respect to the number of Shares underlying the outstanding Shares subject to this grant, and (y) is the closing price of Shares on such dividend payment date, rounded to the nearest whole unit.  On each applicable vesting date of the Shares, Shares credited to the bookkeeping account (“Dividend Equivalents”) shall vest, if at all, to the extent the Shares to which they relate vest.  Vested Dividend Equivalents shall be paid in Shares at the same time and subject to the same terms as the underlying vested Shares.
Change In Control	In the event of a Change in Control before the last day of the Performance Period where the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) (the “Surviving Corporation”) and your unvested Shares under this Agreement are not assumed by, or replaced with a comparable award by, the Surviving Corporation, your unvested Shares under this Agreement shall be fixed at the Target number of Shares listed on the cover sheet and the Target number of Shares shall vest on the last day of the Performance Period if you continue in service through the last day of the Performance Period.
Termination in Connection with Change in Control	In the event a Change in Control occurs and your service terminates due to a Company-initiated termination of service without Cause upon or within 12 months following a Change in Control and your unvested Shares were assumed by, or replaced with a comparable award by, the Surviving Corporation, a pro-rated amount of your Shares will vest on the effective date of your termination, equal to the product of (x) times (y), rounded to the nearest whole share, where (x) is the Target number of Shares, and (y) is a fraction, the numerator of which is the number of days that elapse from January 1, 2017 to the date on which you terminate service, and the denominator of which is 1,095.  For purposes of this Agreement, the term “Cause” shall have the meaning assigned to such term in any applicable Company severance plan in which you are an eligible employee, or in the absence of such a severance plan, then it shall have the meanings assigned to such term in the Plan.

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Death; Disability	If you terminate service due to death or Disability before the last day of the Performance Period and a Change in Control has not occurred, a pro-rated amount of your Shares will vest on the last day of the Performance Period, equal to the product of (x) times (y), rounded to the nearest whole share, where (x) is the Target number of Shares, and (y) is a fraction, the numerator of which is the number of days that elapse from January 1, 2017 to the date on which you terminate service, and the denominator of which is 1,095.
Forfeiture of Unvested Shares	Except as provided in the provisions of this Agreement, in the event that your service terminates for any reason other than death, Disability, or a Company-initiated termination of service without Cause in connection with a Change in Control as set forth in this Agreement, before the last day of the Performance Period, you will forfeit to the Company all of the Shares subject to this grant that have not yet vested.
Recoupment Policy	If it is determined by the Board that your gross negligence, intentional misconduct or fraud caused or partially caused the Company to have to restate all or a portion of its financial statements, the Board, in its sole discretion, may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of any Shares delivered to you pursuant to this Agreement or to effect the cancellation of unvested Shares.  In addition, you agree that you will be subject to any compensation clawback and recoupment policies that may be applicable to you as an employee of the Company, as in effect from time to time and as approved by the Board, whether or not approved before or after the Grant Date.
Withholding Taxes	You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting of Shares acquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of Shares arising from this grant, the Company shall have the right to: (i) require such payments from you, (ii) withhold such amounts from other payments due to you from the Company or any Affiliate, or (iii) cause an immediate forfeiture of Shares subject to the vesting pursuant to this Agreement in an amount equal to the withholding or other taxes due.
Retention Rights	This Agreement does not give you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity.  Furthermore, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate your service with the Company at any time, with or without Cause.

4

No Impact on Other Benefits	The value of your Shares is not part of your normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.
Shareholder Rights	You have the right to vote the Shares and to receive any dividends declared or paid on such Shares. Any distributions of stock or other property you receive as a result of any split, stock dividend, combination of Shares or other similar transaction shall be deemed to be a part of the Shares and subject to the same conditions and restrictions applicable thereto. Except as described in the Plan, no adjustments are made for dividends or other rights if the applicable record date occurs before your share certificate is registered in your name.
Adjustments	In the event of a split, a dividend or a similar change in the Shares, the number of Shares covered by this grant may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your Shares shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
Successors and Assigns	The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon you and your beneficiaries, executors, administrators and the person(s) to whom the Shares may be transferred by will or the laws of descent or distribution.
Legends	Any certificates representing the Shares issued in connection with this grant shall, where applicable, have endorsed thereon the following legends:
	“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”

5

The Plan	The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Shares in this Agreement does not create any contractual right or other right to receive any Shares or other grants in the future. Future grants, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your service with the Company.
	The text of the Plan is incorporated in this Agreement by reference. Except as otherwise noted, capitalized terms used in this Agreement, and not otherwise defined in this Agreement, have the meaning set forth in the Plan.
	This Agreement and the Plan constitute the entire understanding between you and the Company regarding the award of Shares under this Agreement. Any prior agreements, commitments or negotiations concerning the award of Shares under this Agreement are superseded.
Notices	Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company's principal corporate offices. Any notice required to be delivered to you under this Agreement shall be in writing and addressed to you at your address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
Severability	The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
Interpretation	Any dispute regarding the interpretation of this Agreement shall be submitted by you or the Company to the Compensation Committee of the Company’s Board of Trustees for review. The resolution of such dispute by the Compensation Committee shall be final and binding on you and the Company.

6

Data Privacy	In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.
	By accepting this grant, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.
Consent to Electronic Delivery	The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant, you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact the Secretary of the Company to request paper copies of these documents.

By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.

7

EX-10.51

Exhibit 10.51

Grant No.: _____

CUBESMART
2007 EQUITY INCENTIVE PLAN
(AS AMENDED AND RESTATED, EFFECTIVE JUNE 1, 2016)

PERFORMANCE-VESTED RESTRICTED SHARE UNIT AGREEMENT

This is a Performance-Based Restricted Share Unit Award (the “Award”) from CubeSmart, a Maryland real estate investment trust (the “Company”) to the individual named below (the “Grantee”), subject to the vesting conditions set forth in the attachment.  Upon the vesting of the Performance-Based Restricted Share Units (“PSUs”) under this Award, the Company will deliver one common share of beneficial interest, $.01 par value (a “Share”), of the Company to the Grantee for each vested PSU.  Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment, and in the Company’s 2007 Equity Incentive Plan, as amended from time to time (the “Plan”).

Grant Date: 
Name of Grantee: 
Number of PSUs Covered by Award, subject to satisfaction of the applicable performance conditions:

Maximum:	(2x Target)
Target:
Threshold:	(1/2x Target)

Performance Period:  January 1, 2017– December 31, 2019

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which will be provided on request.  You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.

Grantee:
	Name:
Company:
	Name:	Christopher P. Marr
		President and Chief Executive Officer

CUBESMART
2007 EQUITY INCENTIVE PLAN
PERFORMANCE-VESTED RESTRICTED SHARE UNIT AGREEMENT

Restricted Share Units/Non-transferability	This grant is a Performance Award for up to the maximum number of PSUs set forth on the cover sheet subject to the vesting conditions described below.  Each PSU represents the right to delivery of a Share upon satisfaction of the vesting conditions.  Your PSUs are restricted and may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Shares potentially subject to delivery upon vesting of PSUs be made subject to execution, attachment or similar process.
Vesting of PSUs and Issuance of Shares	The Company will issue one Share in your name with respect to each PSU that vests pursuant to the terms of this Agreement within thirty (30) days following the date of the expiration of the Performance Period, or such earlier time as PSUs may vest under this Award.
	Your right to the Shares under this Agreement vests up to the maximum number of Shares covered by this grant, as shown on the cover sheet, on the last day of the Performance Period, provided that you continue in service through the last day of the Performance Period.  The number of PSUs that vest, if any, and the number of Shares deliverable following vesting shall be based on the Company’s total shareholder return (appreciation in share price and dividends) (“TSR”), as measured by the average closing stock price during the thirty (30) trading days immediately preceding the first day of the Performance Period and the average closing stock price during the last thirty (30) trading days of the Performance Period, plus aggregate dividends, compared to the TSR of the peer group (consisting of all equity REIT’s) as set forth below:
	If the Company’s TSR for the Performance Period falls in the:	The number of PSUs that vest shall be:
	Upper Quartile (75 percentile and above)	200% of Target
	Third Quartile (50th to 74th percentile)	Target
	Second Quartile (25th  to 49th percentile)	50% of Target
	Lower Quartile (below 25th percentile)	0%
	The number of PSUs that vest for results (i) above the 25th percentile but less than the 50th percentile and (ii) above the 50th percentile but less than the 75th percentile, will be interpolated.

2

	Other than pursuant to the terms of this Agreement, no PSUs will vest after your service has terminated for any reason unless otherwise provided in a severance plan adopted by the Company in which you are eligible to participate or as determined by the Committee.
Dividend Equivalents	On each of the Company’s dividend payment dates during the Performance Period, the Company shall credit to a bookkeeping account, solely for the purposes of recordkeeping, a number of PSUs equal to the quotient of (x) divided by (y), where (x) is an amount equal to the dividends payable with respect to the maximum number of Shares listed on the cover sheet, and (y) is the closing price of Shares on such dividend payment date, rounded to the nearest whole unit.  As of the last day of the Performance Period (or any earlier vesting date as may be provided for under this Award), PSUs credited to the bookkeeping account (“Dividend PSUs”) shall vest, if at all, to the extent of the product of (a) times (b) where (a) is the total number of Dividend PSUs and (b) is a fraction, the numerator of which is the number of other PSUs that vest under this Award and the denominator of which is the maximum number of Shares listed on the cover sheet.  Vested Dividend PSUs shall be paid in Shares at the same time and subject to the same terms as the underlying vested PSUs.
Change In Control	In the event of a Change in Control before the last day of the Performance Period where the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) (the “Surviving Corporation”), your unvested PSUs under this Agreement shall be fixed at the Target number of PSUs listed on the cover sheet and the Target number of PSUs shall vest on the last day of the Performance Period if you continue in service through the last day of the Performance Period.
Termination During Change in Control Protection Period	If (i) the Company is not the Surviving Corporation in a Change in Control, (ii) your unvested PSUs were assumed by, or replaced with a comparable award by, the Surviving Corporation, and (iii) you have a Qualifying Termination (as defined in the Cubesmart Executive Severance Plan (the “Executive Severance Plan”)) during the Change in Control Protection Period (as defined in the Executive Severance Plan), your unvested PSUs immediately prior to your Effective Date of Termination (as defined in the Executive Severance Plan) shall be fixed at the Target number of PSUs listed on the cover sheet and the Target number of PSUs shall vest as of the later to occur of the Effective Date of Termination and the Change in Control.

3

Termination Other than During Change in Control Period	If you have a Qualifying Termination before or after the Change in Control Protection Period, a pro-rated amount of your unvested PSUs immediately prior to your Effective Date of Termination (including any PSUs that were assumed by, or replaced with a comparable award by, the Surviving Corporation) will vest on the last day of the Performance Period, equal to the product of (x) times (y), rounded to the nearest whole unit, where (x) is the number of PSUs that would have vested on the last day of the Performance Period as determined on the same basis as if you had continued in active service through the last day of the Performance Period, and (y) is a fraction, the numerator of which is the number of days that elapsed from January 1, 2017 to the date on which you terminate service, and the denominator of which is 1,095.
Termination by Death or Disability	If your service terminates because of your death or Disability (as defined in the Executive Severance Plan), then your unvested PSUs immediately prior to your Effective Date of Termination shall be fixed at the Target number of PSUs listed on the cover sheet and the Target number of PSUs shall vest as of your Effective Date of Termination.
Section 280G Adjustments	Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and would, but for this Section 5.5 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be payable either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax).  Any such reduction shall be made by the Compensation Committee in its sole discretion consistent with the requirements of Section 409A of the Code. Any determination required under this Section, including whether any payments or benefits are parachute payments, shall be made by the Compensation Committee in its sole discretion.
Forfeiture of Unvested PSUs	Except as provided in this Agreement, in the event that your service terminates before the end of the Performance Period for any reason other than death, Disability, or Retirement, or a Qualifying Termination, you will forfeit to the Company all of the PSUs subject to this grant that have not yet vested.

4

Recoupment Policy	If it is determined by the Board that your gross negligence, intentional misconduct or fraud caused or partially caused the Company to have to restate all or a portion of its financial statements, the Board, in its sole discretion, may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of any Shares delivered to you pursuant to this Agreement or to effect the cancellation of unvested PSUs, if (i) the vesting of the PSUs was calculated based upon, or contingent on, the achievement of financial or operating results that were the subject of, or affected by, the restatement, and (ii) the extent of vesting of PSUs would have been less had the financial statements been correct.  In addition, you agree that you will be subject to any compensation clawback and recoupment policies that may be applicable to you as an employee of the Company, as in effect from time to time and as approved by the Board, whether or not approved before or after the Grant Date.
Withholding Taxes	You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting of Shares acquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of Shares arising from this grant, the Company shall have the right to: (i) require such payments from you, (ii) withhold such amounts from other payments due to you from the Company or any Affiliate, or (iii) withhold Shares otherwise payable to you pursuant to this Agreement in an amount equal to the withholding or other taxes due.
Retention Rights	This Agreement does not give you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity.  Furthermore, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate your service with the Company at any time, with or without Cause.
No Impact on Other Benefits	The value of your PSUs is not part of your normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.
Shareholder Rights	You do not have any of the rights of a shareholder with respect to the PSUs unless and until the Shares relating to the vested PSUs are paid to you.  You do not have the right to make an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended.

5

Adjustments	In the event of a split, a dividend or a similar change in the Shares, the number of Shares covered by this grant may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your Shares shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
Successors and Assigns	The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon you and your beneficiaries, executors, administrators and the person(s) to whom the PSUs may be transferred by will or the laws of descent or distribution.
The Plan	The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the PSUs in this Agreement does not create any contractual right or other right to receive any PSUs or other grants in the future. Future grants, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your service with the Company.
	The text of the Plan is incorporated in this Agreement by reference. Except as otherwise noted, capitalized terms used in this Agreement, and not otherwise defined in this Agreement, have the meaning set forth in the Plan.
	This Agreement, the Plan and the Executive Severance Plan, as applicable, constitute the entire understanding between you and the Company regarding the award of PSUs under this Agreement. Any prior agreements, commitments or negotiations concerning the award of PSUs under this Agreement are superseded.
Notices	Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company's principal corporate offices. Any notice required to be delivered to you under this Agreement shall be in writing and addressed to you at your address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.

6

Severability	The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
Interpretation	Any dispute regarding the interpretation of this Agreement shall be submitted by you or the Company to the Compensation Committee of the Company’s Board of Trustees for review. The resolution of such dispute by the Compensation Committee shall be final and binding on you and the Company.
Data Privacy	In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.
	By accepting this grant, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.
Consent to Electronic Delivery	The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant, you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact the Secretary of the Company to request paper copies of these documents.

By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.

7

EX-10.52

Exhibit 10.52

Grant No.: _____

CUBESMART
2007 EQUITY INCENTIVE PLAN
(AS AMENDED AND RESTATED, EFFECTIVE JUNE 1, 2016)

PERFORMANCE-VESTED RESTRICTED SHARE UNIT AGREEMENT

This is a Performance-Based Restricted Share Unit Award (the “Award”) from CubeSmart, a Maryland real estate investment trust (the “Company”) to the individual named below (the “Grantee”), subject to the vesting conditions set forth in the attachment.  Upon the vesting of the Performance-Based Restricted Share Units (“PSUs”) under this Award, the Company will deliver one common share of beneficial interest, $.01 par value (a “Share”), of the Company to the Grantee for each vested PSU.  Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment, and in the Company’s 2007 Equity Incentive Plan, as amended from time to time (the “Plan”).

Grant Date: 
Name of Grantee: 
Number of PSUs Covered by Award, subject to satisfaction of the applicable performance conditions:

Maximum:	(2x Target)
Target:
Threshold:	(1/2x Target)

Performance Period:  January 1, 2017– December 31, 2019

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which will be provided on request.  You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.

Grantee:
	Name:
Company:
	Name:	Christopher P. Marr
		President and Chief Executive Officer

CUBESMART
2007 EQUITY INCENTIVE PLAN
PERFORMANCE-VESTED RESTRICTED SHARE UNIT AGREEMENT

Restricted Share Units/Non-transferability	This grant is a Performance Award for up to the maximum number of PSUs set forth on the cover sheet subject to the vesting conditions described below.  Each PSU represents the right to delivery of a Share upon satisfaction of the vesting conditions.  Your PSUs are restricted and  may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Shares potentially subject to delivery upon vesting of PSUs be made subject to execution, attachment or similar process.
Vesting of PSUs and Issuance of Shares	The Company will issue one Share in your name with respect to each PSU that vests pursuant to the terms of this Agreement within thirty (30) days following the date of the expiration of the Performance Period, or such earlier time as PSUs may vest under this Award.
	Your right to the Shares under this Agreement vests up to the maximum number of Shares covered by this grant, as shown on the cover sheet, on the last day of the Performance Period, provided that you continue in service through the last day of the Performance Period.  The number of PSUs that vest, if any, and the number of Shares deliverable following vesting shall be based on the Company’s total shareholder return (appreciation in share price and dividends) (“TSR”), as measured by the average closing stock price during the thirty (30) trading days immediately preceding the first day of the Performance Period and the average closing stock price during the last thirty (30) trading days of the Performance Period, plus aggregate dividends, compared to the TSR of the peer group (consisting of all equity REIT’s) as set forth below:
	If the Company’s TSR for the Performance Period falls in the:	The number of PSUs that vest shall be:
	Upper Quartile (75 percentile and above)	200% of Target
	Third Quartile (50th  to 74th percentile)	Target
	Second Quartile (25th  to 49th percentile)	50% of Target
	Lower Quartile (below 25th percentile)	0%
	The number of PSUs that vest for results (i) above the 25th percentile but less than the 50th percentile and (ii) above the 50th percentile but less than the 75th percentile, will be interpolated.

2

	Other than pursuant to the terms of this Agreement, no PSUs will vest after your service has terminated for any reason unless otherwise provided in a severance plan adopted by the Company in which you are eligible to participate or as determined by the Committee.
Dividend Equivalents	On each of the Company’s dividend payment dates during the Performance Period, the Company shall credit to a bookkeeping account, solely for the purposes of recordkeeping, a number of PSUs equal to the quotient of (x) divided by (y), where (x) is an amount equal to the dividends payable with respect to the maximum number of Shares listed on the cover sheet, and (y) is the closing price of Shares on such dividend payment date, rounded to the nearest whole unit.  As of the last day of the Performance Period (or any earlier vesting date as may be provided for under this Award), PSUs credited to the bookkeeping account (“Dividend PSUs”) shall vest, if at all, to the extent of the product of (a) times (b) where (a) is the total number of Dividend PSUs and (b) is a fraction, the numerator of which is the number of other PSUs that vest under this Award and the denominator of which is the maximum number of Shares listed on the cover sheet.  Vested Dividend PSUs shall be paid in Shares at the same time and subject to the same terms as the underlying vested PSUs.
Change In Control	In the event of a Change in Control before the last day of the Performance Period where the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) (the “Surviving Corporation”), your unvested PSUs under this Agreement shall be fixed at the Target number of PSUs listed on the cover sheet and the Target number of PSUs shall vest on the last day of the Performance Period if you continue in service through the last day of the Performance Period.
Termination in Connection with Change in Control	If (i) the Company is not the Surviving Corporation in a Change in Control, (ii) your unvested PSUs were assumed by, or replaced with a comparable award by, the Surviving Corporation, and (iii) your service terminates without Cause upon or within 12 months following a Change in Control (“Change in Control Termination”), the Target number of PSUs shall vest on the date of termination.  For purposes of this Agreement, the term “Cause” shall have the meanings assigned to such term in any applicable Company severance plan in which you are an eligible employee, or in the absence of such a severance plan, then it shall have the meanings assigned to such term in the Plan.

3

If (i) the Company is not the Surviving Corporation in a Change in Control, (ii) your unvested PSUs that were assumed by, or replaced with a comparable award by, the Surviving Corporation, and (iii) your service terminates because of your death or Disability before the last day of the Performance Period, a pro-rated amount of your unvested PSUs will vest on the last day of the Performance Period, equal to the product of (x) times (y), rounded to the nearest whole unit, where (x) is the Target number of PSUs, and (y) is a fraction, the numerator of which is the number of days that elapsed from January 1, 2017 to the date on which you terminate service, and the denominator of which is 1,095.  For purposes of this Agreement, the term “Disability” shall have the meanings assigned to such term in any applicable Company severance plan in which you are an eligible employee, or in the absence of such a severance plan, then it shall have the meanings assigned to such term in the Plan.

Termination Other than a Change in Control Termination

If you terminate service due to death, Disability, or a Company-initiated termination of service without Cause before the last day of the Performance Period and a Change in Control has not occurred, a pro-rated amount of your PSUs will vest on the last day of the Performance Period, equal to the product of (x) times (y), rounded to the nearest whole unit, where (x) is the number of PSUs that would have vested on the last day of the Performance Period as determined on the same basis as if you had continued in active service through the last day of the Performance Period, and (y) is a fraction, the numerator of which is the number of days that elapse from January 1, 2017 to the date on which you terminate service, and the denominator of which is 1,095, provided further that if you terminate service because of a Company-initiated termination of service without Cause, vesting of your PSUs is also conditioned on your continued adherence to all restrictive covenants and confidentiality obligations you have to the Company or any of its Subsidiaries or Affiliates.

4

Forfeiture of Unvested PSUs	Except as provided pursuant in the provisions of this Agreement, in the event that your service terminates before the last day of the Performance Period for any reason other than death, Disability, or a Company-initiated termination of service without Cause, including in connection with a Change in Control as set forth in this Agreement, you will forfeit to the Company all of the PSUs subject to this grant that have not yet vested.
Recoupment Policy	If it is determined by the Board that your gross negligence, intentional misconduct or fraud caused or partially caused the Company to have to restate all or a portion of its financial statements, the Board, in its sole discretion, may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of any Shares delivered to you pursuant to this Agreement or to effect the cancellation of unvested PSUs, if (i) the vesting of the PSUs was calculated based upon, or contingent on, the achievement of financial or operating results that were the subject of, or affected by, the restatement, and (ii) the extent of vesting of PSUs would have been less had the financial statements been correct.  In addition, you agree that you will be subject to any compensation clawback and recoupment policies that may be applicable to you as an employee of the Company, as in effect from time to time and as approved by the Board, whether or not approved before or after the Grant Date.
Withholding Taxes	You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting of Shares acquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of Shares arising from this grant, the Company shall have the right to: (i) require such payments from you, (ii) withhold such amounts from other payments due to you from the Company or any Affiliate, or (iii) withhold Shares otherwise payable to you pursuant to this Agreement in an amount equal to the withholding or other taxes due.
Retention Rights	This Agreement does not give you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity.  Furthermore, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate your service with the Company at any time, with or without Cause.
No Impact on Other Benefits	The value of your PSUs is not part of your normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

5

Shareholder Rights	You do not have any of the rights of a shareholder with respect to the PSUs unless and until the Shares relating to the vested PSUs are paid to you.  You do not have the right to make an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended.
Adjustments	In the event of a split, a dividend or a similar change in the Shares, the number of Shares covered by this grant may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your Shares shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
Successors and Assigns	The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon you and your beneficiaries, executors, administrators and the person(s) to whom the PSUs may be transferred by will or the laws of descent or distribution.
The Plan	The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the PSUs in this Agreement does not create any contractual right or other right to receive any PSUs or other grants in the future. Future grants, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your service with the Company.
	The text of the Plan is incorporated in this Agreement by reference. Except as otherwise noted, capitalized terms used in this Agreement, and not otherwise defined in this Agreement, have the meaning set forth in the Plan.
	This Agreement and the Plan constitute the entire understanding between you and the Company regarding the award of PSUs under this Agreement. Any prior agreements, commitments or negotiations concerning the award of PSUs under this Agreement are superseded.
Notices	Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company's principal corporate offices. Any notice required to be delivered to you under this Agreement shall be in writing and addressed to you at your address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

6

Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
Severability	The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
Interpretation	Any dispute regarding the interpretation of this Agreement shall be submitted by you or the Company to the Compensation Committee of the Company’s Board of Trustees for review. The resolution of such dispute by the Compensation Committee shall be final and binding on you and the Company.
Data Privacy	In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.
	By accepting this grant, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.
Consent to Electronic Delivery	The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant, you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact the Secretary of the Company to request paper copies of these documents.

By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.

7

EX-12.1

Exhibit 12.1

CubeSmart

Computation of Ratio of Earnings to Fixed Charges

(dollars in thousands)

	Year Ended December 31,
	2012		2013		2014		2015		2016
Earnings before fixed charges:
Add:
(Loss) income from continuing operations	$	(13,276)	$	10,409	$	26,366	$	78,756	$	88,376
Fixed charges - per below		44,329		44,109		50,470		48,760		57,689
Less:
Capitalized interest		(185)		(851)		(1,328)		(2,550)		(4,563)
Earnings before fixed charges		30,868		53,667		75,508		124,966		141,502
Fixed charges:
Interest expense (including amortization of premiums and discounts related to indebtedness) *		43,994		43,108		48,992		46,060		52,976
Capitalized interest		185		851		1,328		2,550		4,563
Estimate of interest within rental expense		150		150		150		150		150
Total Fixed Charges		44,329		44,109		50,470		48,760		57,689
Income allocated to preferred shareholders		6,008		6,008		6,008		6,008		5,045
Total combined fixed charges and preferred distributions		50,337		50,117		56,478		54,768		62,734
Ratio of earnings to fixed charges (a)		0.61		1.07		1.34		2.28		2.26

*  Includes amounts reported in discontinued operations

(a) In fiscal 2012, earnings were insufficient to cover combined fixed charges and preferred distributions.  The Company must generate additional earnings of $19.5 million to achieve a fixed charge coverage ratio of 1:1 in fiscal 2012.

EX-12.2

Exhibit 12.2

CubeSmart L.P.

Computation of Ratio of Earnings to Fixed Charges

(dollars in thousands)

	Year Ended December 31,
	2012		2013		2014		2015		2016
Earnings before fixed charges:
Add:
(Loss) income from continuing operations	$	(13,276)	$	10,409	$	26,366	$	78,756	$	88,376
Fixed charges - per below		44,329		44,109		50,470		48,760		57,689
Less:
Capitalized interest		(185)		(851)		(1,328)		(2,550)		(4,563)
Earnings before fixed charges		30,868		53,667		75,508		124,966		141,502
Fixed charges:
Interest expense (including amortization of premiums and discounts related to indebtedness) *		43,994		43,108		48,992		46,060		52,976
Capitalized interest		185		851		1,328		2,550		4,563
Estimate of interest within rental expense		150		150		150		150		150
Total Fixed Charges		44,329		44,109		50,470		48,760		57,689
Income allocated to preferred shareholders		6,008		6,008		6,008		6,008		5,045
Total combined fixed charges and preferred distributions		50,337		50,117		56,478		54,768		62,734
Ratio of earnings to fixed charges (a)		0.61		1.07		1.34		2.28		2.26

*  Includes amounts reported in discontinued operations

(a) In fiscal 2012, earnings were insufficient to cover combined fixed charges and preferred distributions.  The Company must generate additional earnings of $19.5 million to achieve a fixed charge coverage ratio of 1:1 in fiscal 2012.

EX-21.1

Exhibit 21.1

Subsidiary	Jurisdiction of Organization
186 Jamaica Ave TRS, LLC	Delaware
186 JAMAICA AVE, LLC	Delaware
191 III CUBE 2 LLC	Delaware
191 III CUBE BORDEAUX SUB, LLC	Delaware
191 III CUBE CHATTANOOGA SUB, LLC	Delaware
191 III CUBE FL SUB LLC	Delaware
191 III CUBE GA SUB  LLC	Delaware
191 III CUBE GOODLETTSVILLE I SUB, G.P.	Delaware
191 III CUBE GOODLETTSVILLE II SUB, G.P.	Delaware
191 III CUBE GRANDVILLE SUB, LLC	Delaware
191 III CUBE KNOXVILLE I SUB, G.P.	Delaware
191 III CUBE KNOXVILLE II SUB, G.P.	Delaware
191 III CUBE KNOXVILLE III SUB, G.P.	Delaware
191 III Cube LLC	Delaware
191 III CUBE MA SUB LLC	Delaware
191 III CUBE MI SUB LLC	Delaware
191 III CUBE MURFREESBORO SUB, LLC	Delaware
191 III CUBE NC SUB LLC	Delaware
191 III CUBE NEW BEDFORD SUB, LLC	Delaware
191 III CUBE OLD HICKORY SUB, LLC	Delaware
191 III CUBE SC SUB LLC	Delaware
191 III CUBE SUB HOLDINGS 1 LLC	Delaware
191 III CUBE SUB HOLDINGS 2 LLC	Delaware
191 III CUBE SUB HOLDINGS 3 LLC	Delaware
191 III CUBE SUB HOLDINGS 4 LLC	Delaware
191 III CUBE SUB HOLDINGS 5 LLC	Delaware
191 III CUBE SUB HOLDINGS 6 LLC	Delaware
191 III CUBE SUB HOLDINGS 7 LLC	Delaware
191 III CUBE SUB HOLDINGS 8 LLC	Delaware
191 III CUBE TN SUB LLC	Delaware
191 III CUBE TRINITY SUB, LLC	Delaware
2225 46TH ST, LLC	Delaware
2301 TILLOTSON AVE, LLC	Delaware
251 JAMAICA AVE, LLC	Delaware
2880 Exterior St, LLC	Delaware
3068 CROPSEY AVENUE, LLC	Delaware
444 55TH STREET HOLDINGS TRS, LLC	Delaware
444 55TH STREET HOLDINGS, LLC	Delaware
444 55TH STREET VENTURE, LLC	Delaware
444 55TH STREET, LLC	Delaware
5 Old Lancaster Associates, LLC	Pennsylvania
CONSHOHOCKEN GP II, LLC	Delaware
CS FLORIDA AVENUE, LLC	Delaware
CS SDP EVERETT BORROWER, LLC	Delaware
CS SDP Everett, LLC	Delaware
CS SDP WALTHAM BORROWER, LLC	Delaware
CS SDP WALTHAM, LLC	Delaware
CS SJM E 92ND STREET OWNER, LLC	Delaware
CS SJM E 92ND STREET, LLC	Delaware
CS SNL New York Ave TRS, LLC	Delaware
CS SNL NEW YORK AVE, LLC	Delaware
CS SNL OPERATING COMPANY, LLC	Delaware
CS VENTURE I, LLC	Delaware

Subsidiary	Jurisdiction of Organization
CS WALPOLE, LLC	Delaware
CUBE HHF Limited Partnership	Delaware
CUBE HHF NORTHEAST CT, LLC	Delaware
CUBE HHF NORTHEAST MA, LLC	Delaware
CUBE HHF NORTHEAST RI, LLC	Delaware
CUBE HHF NORTHEAST SUB HOLDINGS LLC	Delaware
CUBE HHF NORTHEAST TRS, LLC	Delaware
CUBE HHF NORTHEAST VENTURE LLC	Delaware
CUBE HHF NORTHEAST VT, LLC	Delaware
CUBE HHF TRS, LLC	Delaware
CUBE III TN ASSET MANAGEMENT, LLC	Delaware
CUBE III TRS 2 LLC	Delaware
CUBE III TRS LLC	Delaware
CUBE VENTURE GP, LLC	Delaware
CubeSmart	Maryland
CubeSmart Asset Management, LLC	Delaware
CUBESMART BARTOW, LLC	Delaware
CUBESMART BOSTON ROAD, LLC	Delaware
CUBESMART CLINTON, LLC	Delaware
CUBESMART CYPRESS, LLC	Delaware
CUBESMART EAST 135TH, LLC	Delaware
CubeSmart Management, LLC	Delaware
CUBESMART SOUTHERN BLVD, LLC	Delaware
CUBESMART SWISS AVE, LLC	Delaware
CUBESMART TEMPLE HILLS, LLC	Delaware
CUBESMART TIMONIUM BORROWER, LLC	Delaware
CubeSmart Timonium, LLC	Delaware
CubeSmart TRS, Inc.	Ohio
CubeSmart, L.P.	Delaware
EAST COAST GP, LLC	Delaware
EAST COAST STORAGE PARTNERS, L.P.	Delaware
FREEHOLD MT, LLC	Delaware
LANGHORNE GP II, LLC	Delaware
Lantana Property Owner's Association, Inc.	Florida
MONTGOMERYVILLE GP II, LLC	Delaware
Old Lancaster Venture, L.P.	Pennsylvania
PSI Atlantic Austin TX, LLC	Delaware
PSI Atlantic Brockton MA, LLC	Delaware
PSI Atlantic Cornelius NC, LLC	Delaware
PSI Atlantic Haverhill MA, LLC	Delaware
PSI Atlantic Holbrook NY, LLC	Delaware
PSI Atlantic Humble TX, LLC	Delaware
PSI Atlantic Lawrence MA, LLC	Delaware
PSI Atlantic Lithia Springs GA, LLC	Delaware
PSI Atlantic Nashville TN, LLC	Delaware
PSI Atlantic NPB FL, LLC	Delaware
PSI Atlantic Pineville NC, LLC	Delaware
PSI Atlantic REIT, Inc.	Delaware
PSI Atlantic Surprise AZ, LLC	Delaware
PSI Atlantic TRS, LLC	Delaware
PSI Atlantic Villa Rica GA, LLC	Delaware
PSI Atlantic Villa Rica Parcel Owner, LLC	Delaware
R STREET STORAGE ASSOCIATES, LLC	Maryland
SHIRLINGTON RD II, LLC	Delaware

Subsidiary	Jurisdiction of Organization
SHIRLINGTON RD TRS, LLC	Delaware
SHIRLINGTON RD, LLC	Delaware
SOMERSET MT, LLC	Delaware
STORAGE PARTNERS OF CONSHOHOCKEN, L.P.	Delaware
Storage Partners of Freehold II, LLC	Delaware
Storage Partners of Langhorne II, LP	Delaware
STORAGE PARTNERS OF MONTGOMERYVILLE, L.P.	Delaware
STORAGE PARTNERS OF SOMERSET, LLC	Delaware
UNITED-HSRE I, L.P.	Delaware
U-Store-It Development LLC	Delaware
U-Store-It Trust Luxembourg S.ar.l.	Luxembourg
Wider Reach, LLC	Delaware
YSI HART TRS, INC	Delaware
YSI I LLC	Delaware
YSI II LLC	Delaware
YSI X GP LLC	Delaware
YSI X LP	Delaware
YSI X LP LLC	Delaware
YSI XV LLC	Delaware
YSI XX GP LLC	Delaware
YSI XX LP	Delaware
YSI XX LP LLC	Delaware
YSI XXX LLC	Delaware
YSI XXXI, LLC	Delaware
YSI XXXIII, LLC	Delaware
YSI XXXIIIA, LLC	Delaware
YSI XXXVII, LLC	Delaware

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Trustees and Shareholders of

CubeSmart:

We consent to the incorporation by reference in the registration statements (No. 333-194661) on Form S-3 of CubeSmart and CubeSmart, L.P. and (Nos. 333-211787, 333-167623, 333-143126, 333-143125, 333-143124 and 333-119987) on Form S-8 of CubeSmart of our reports dated February 17, 2017, with respect to the consolidated balance sheets of CubeSmart and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2016, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2016, which reports appear in the accompanying Form 10-K of CubeSmart and CubeSmart, L.P.  Our report dated February 17, 2017, contains an explanatory paragraph that states that the Company changed its method for reporting discontinued operations as of January 1, 2014.

/s/ KPMG LLP

Philadelphia, Pennsylvania

February 17, 2017

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Partners of

CubeSmart, L.P.:

We consent to the incorporation by reference in the registration statements (No. 333-194661-01) on Form S-3 of CubeSmart and CubeSmart, L.P. and (Nos. 333-211787, 333-167623, 333-143126, 333-143125, 333-143124 and 333-119987) on Form S-8 of CubeSmart of our reports dated February 17, 2017, with respect to the consolidated balance sheets of CubeSmart, L.P. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows for each of the years in the three-year period ended December 31, 2016, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2016, which reports appear in the accompanying Form 10-K of CubeSmart and CubeSmart, L.P.  Our report dated February 17, 2017, contains an explanatory paragraph that states that the Company changed its method for reporting discontinued operations as of January 1, 2014.

6

/s/ KPMG LLP

Philadelphia, Pennsylvania

February 17, 2017

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher P. Marr, certify that:

1. I have reviewed this Annual Report on Form 10-K of CubeSmart;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Trustees (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Christopher P. Marr
	Christopher P. Marr
	Chief Executive Officer
Date: February 17, 2017

1

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy M. Martin, certify that:

1. I have reviewed this Annual Report on Form 10-K of CubeSmart;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Trustees (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

6
	/s/ Timothy M. Martin
	Timothy M. Martin
	Chief Financial Officer
Date: February 17, 2017

1

EX-31.3

Exhibit 31.3

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher P. Marr, certify that:

1. I have reviewed this Annual Report on Form 10-K of CubeSmart L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Trustees (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

6
	/s/ Christopher P. Marr
	Christopher P. Marr
	Chief Executive Officer
Date: February 17, 2017

1

EX-31.4

Exhibit 31.4

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy M. Martin, certify that:

1. I have reviewed this Annual Report on Form 10-K of CubeSmart L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Trustees (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Timothy M. Martin
	Timothy M. Martin
	Chief Financial Officer
Date: February 17, 2017

1

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of

the

Sarbanes-Oxley Act of 2002

The undersigned, the Chief Executive Officer and Chief Financial Officer of CubeSmart (the “Company”), each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(a) The Annual Report on Form 10-K of the Company for the year ended December 31, 2016 (the “Report”) filed on the date hereof with the Securities and Exchange Commission fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

6
	/s/ Christopher P. Marr
	Christopher P. Marr
	Chief Executive Officer
Date: February 17, 2017

	/s/ Timothy M. Martin
	Timothy M. Martin
	Chief Financial Officer
Date: February 17, 2017

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

1

EX-32.2

Exhibit 32.2

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of

the

Sarbanes-Oxley Act of 2002

The undersigned, the Chief Executive Officer and Chief Financial Officer of CubeSmart L.P. (the “Company”), each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(a) The Annual Report on Form 10-K of the Company for the year ended December 31, 2016 (the “Report”) filed on the date hereof with the Securities and Exchange Commission fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

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	/s/ Christopher P. Marr
	Christopher P. Marr
	Chief Executive Officer
Date: February 17, 2017

	/s/ Timothy M. Martin
	Timothy M. Martin
	Chief Financial Officer
Date: February 17, 2017

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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EX-99.1

Exhibit 99.1

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion describes the material U.S. federal income tax considerations relating to the purchase, ownership and disposition of common shares and preferred shares of CubeSmart and debt securities of CubeSmart, L.P. (the “Operating Partnership”), and the qualification and taxation of CubeSmart as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”).

This discussion is not exhaustive of all possible tax considerations and does not provide a detailed discussion of any state, local or foreign tax considerations. The discussion does not address all aspects of taxation that may be relevant to particular investors in light of their personal investment or tax circumstances, or to certain types of investors that are subject to special treatment under the U.S. federal income tax laws, such as insurance companies, regulated investment companies, REITs, tax-exempt organizations (except to the limited extent discussed below under “Taxation of Tax-Exempt Shareholders”), financial institutions or broker-dealers, non-U.S. individuals and foreign corporations (except to the limited extent discussed below under “Taxation of Non-U.S. Shareholders”), an entity treated as a U.S, corporation on account of the inversion rules, and other persons subject to special tax rules. This summary deals only with investors who hold common shares or preferred shares of CubeSmart or debt securities of the Operating Partnership as “capital assets” within the meaning of Section 1221 of the Code. This discussion is not intended to be, and should not be construed as, tax advice.

The information in this summary is based on the Code, current, temporary and proposed Treasury regulations, the legislative history of the Code, current administrative interpretations and practices of the Internal Revenue Service (the “IRS”), including its practices and policies as endorsed in private letter rulings, which are not binding on the IRS, and existing court decisions. Future legislation, regulations, administrative interpretations and court decisions could change current law or adversely affect existing interpretations of current law. Any change could apply retroactively. We have not obtained any rulings from the IRS concerning the tax treatment of the matters discussed in this summary. Therefore, it is possible that the IRS could challenge the statements in this summary, which do not bind the IRS or the courts, and that a court could agree with the IRS.

We urge you to consult your own tax advisor regarding the specific tax consequences to you of ownership of common shares or preferred shares of CubeSmart and debt securities of the Operating Partnership, and of CubeSmart’s election to be taxed as a REIT. Specifically, you should consult your own tax advisor regarding the federal, state, local, foreign, and other tax consequences of such ownership and election, and regarding potential changes in applicable tax laws.

Taxation of CubeSmart

Qualification of CubeSmart as a REIT

CubeSmart elected to be taxed as a REIT under the U.S. federal income tax laws beginning with its short taxable year ended December 31, 2004. CubeSmart believes that, beginning with such short taxable year, it has been organized and has operated in such a manner as to qualify for taxation as a REIT under the Code and intends to continue to operate in such a manner. However, there can be no assurance that CubeSmart has qualified or will remain qualified as a REIT.

CubeSmart’s continued qualification and taxation as a REIT depend upon its ability to meet on a continuing basis, through actual annual operating results, certain qualification tests set forth in the U.S. federal income tax laws. Those qualification tests involve the percentage of income that CubeSmart earns from specified sources, the percentage of its assets that falls within specified categories, the diversity of its share ownership, and the percentage of its earnings that CubeSmart distributes. Accordingly, no assurance can be given that the actual results of CubeSmart’s operations for any particular taxable year will satisfy such requirements. For a discussion of the tax consequences of its failure to qualify as a REIT, see “Requirements for Qualification — Failure to Qualify” below.

Pursuant to CubeSmart’s declaration of trust, CubeSmart’s board of trustees has the authority to make any tax elections on its behalf that, in its sole judgment, are in CubeSmart’s best interest. This authority includes the ability to revoke or otherwise terminate CubeSmart’s status as a REIT. CubeSmart’s board of trustees has the authority

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under its declaration of trust to make these elections without the necessity of obtaining the approval of CubeSmart’s shareholders. In addition, CubeSmart’s board of trustees has the authority to waive any restrictions and limitations contained in its declaration of trust that are intended to preserve CubeSmart’s status as a REIT during any period in which its board of trustees has determined not to pursue or preserve CubeSmart’s status as a REIT.

Taxation of CubeSmart as a REIT

The sections of the Code relating to qualification and operation as a REIT, and the U.S. federal income taxation of a REIT, are highly technical and complex. The following discussion sets forth only the material aspects of those sections. This summary is qualified in its entirety by the applicable Code provisions and the related rules and regulations.

If CubeSmart qualifies as a REIT, it generally will not be subject to federal income tax on the taxable income that it distributes to its shareholders. The benefit of that tax treatment is that it avoids the “double taxation,” or taxation at both the corporate and shareholder levels, that generally results from owning shares in a corporation. However, CubeSmart will be subject to federal tax in the following circumstances:

· CubeSmart is subject to the corporate federal income tax on any taxable income, including net capital gain that it does not distribute to shareholders during, or within a specified time period after, the calendar year in which the income is earned.

· CubeSmart may be subject to the corporate “alternative minimum tax” on any items of tax preference, including any deductions of net operating losses.

· CubeSmart is subject to tax, at the highest corporate rate, on net income from the sale or other disposition of property acquired through foreclosure (“foreclosure property”) that it holds primarily for sale to customers in the ordinary course of business, and other non-qualifying income from foreclosure property.

· CubeSmart is subject to a 100% tax on net income from sales or other dispositions of property, other than foreclosure property, that it holds primarily for sale to customers in the ordinary course of business.

· If CubeSmart fails to satisfy one or both of the 75% gross income test or the 95% gross income test, as described below under “Requirements for Qualification — Gross Income Tests,” but nonetheless continues to qualify as a REIT because it meets other requirements, CubeSmart will be subject to a 100% tax on: the greater of the amount by which it fails the 75% gross income test or the 95% gross income test multiplied, in either case, by a fraction intended to reflect its profitability.

· If CubeSmart fails to distribute during a calendar year at least the sum of: (1) 85% of its REIT ordinary income for the year, (2) 95% of its REIT capital gain net income for the year, and (3) any undistributed taxable income required to be distributed from earlier periods, then CubeSmart will be subject to a 4% nondeductible excise tax on the excess of the required distribution over the amount it actually distributed.

· If CubeSmart fails any of the asset tests, as described below under “Requirements for Qualification — Asset Tests,” other than certain de minimis failures, but its failure was due to reasonable cause and not to willful neglect, and it nonetheless maintains its REIT qualification because of specified cure provisions, CubeSmart will pay a tax equal to the greater of $50,000 or 35% of the net income from the nonqualifying assets during the period in which it failed to satisfy the asset tests.

The amount of gain on which CubeSmart will pay tax generally is the lesser of the amount of gain that it recognizes at the time of the sale or disposition, and the amount of gain that it would have recognized if it had sold the asset at the time CubeSmart acquired it.

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· If CubeSmart fails to satisfy one or more requirements for REIT qualification, other than the gross income tests and the asset tests, and such failure is due to reasonable cause and not to willful neglect, it will be required to pay a penalty of $50,000 for each such failure.

· CubeSmart may elect to retain its net long-term capital gain and pay income tax on such gain.

· CubeSmart will be subject to a 100% excise tax on transactions with a taxable REIT subsidiary that are not conducted on an arm’s-length basis.

· If CubeSmart acquires any asset from a C corporation (a corporation that generally is subject to full corporate-level tax) in a transaction in which the adjusted basis of the assets in CubeSmart’s hands is determined by reference to the adjusted tax basis of the asset in the hands of the C corporation, CubeSmart will pay tax at the highest regular corporate rate then applicable if it recognizes gain on the sale or disposition of the asset during the 5-year period after it acquires the asset, unless the C corporation elects to treat the assets as if they were sold for their fair market value at the time of CubeSmart’s acquisition.

· CubeSmart may be required to pay monetary penalties to the IRS in certain circumstances, including if it fails to meet record-keeping requirements intended to monitor its compliance with rules relating to the composition of a REIT’s shareholders, as described below in “Requirements for Qualification - Recordkeeping Requirements.”

· The earnings of CubeSmart’s lower-tier entities that are subchapter C corporations, including taxable REIT subsidiaries, are subject to federal corporate income tax.

In addition, we may be subject to a variety of taxes, including payroll taxes and state, local and foreign income, property and other taxes on our assets and operations. We could also be subject to tax in situations and on transactions not presently contemplated.

Requirements for Qualification

To qualify as a REIT, CubeSmart must elect to be treated as a REIT, and CubeSmart must meet various (a) organizational requirements, (b) gross income tests, (c) asset tests, and (d) annual distribution requirements.

Organizational Requirements.  A REIT is a corporation, trust or association that meets each of the following requirements:

1) It is managed by one or more trustees or directors;

2) Its beneficial ownership is evidenced by transferable shares, or by transferable certificates of beneficial interest;

3) It would be taxable as a domestic corporation, but for Sections 856 through 860 of the Code;

4) It is neither a financial institution nor an insurance company subject to special provisions of the U.S. federal income tax laws;

5) At least 100 persons are beneficial owners of its shares or ownership certificates (determined without reference to any rules of attribution);

6) Not more than 50% in value of its outstanding shares or ownership certificates is owned, directly or indirectly, by five or fewer individuals, which the U.S. federal income tax laws define to include certain entities, during the last half of any taxable year;

7) It elects to be a REIT, or has made such election for a previous taxable year which has not been revoked or terminated, and satisfies all relevant filing and other administrative requirements established by the IRS that must be met to elect and maintain REIT status;

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8) It uses a calendar year for U.S. federal income tax purposes and complies with the recordkeeping requirements of the U.S. federal income tax laws; and

9) It meets certain other qualifications, tests described below, regarding the nature of its income and assets and the distribution of its income.

CubeSmart must meet requirements 1 through 4, 8 and 9 during its entire taxable year and must meet requirement 5 during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months. CubeSmart’s declaration of trust provides for restrictions regarding the ownership and transfer of its shares of beneficial interest that are intended to assist CubeSmart in continuing to satisfy requirements 5 and 6. However, these restrictions may not ensure that CubeSmart will, in all cases, be able to satisfy these requirements. The provisions of the declaration of trust restricting the ownership and transfer of its shares of beneficial interest are described in “Description of Our Shares — Restrictions on Ownership and Transfer.”

For purposes of determining share ownership under requirement 6, an “individual” generally includes a supplemental unemployment compensation benefits plan, a private foundation, or a portion of a trust permanently set aside or used exclusively for charitable purposes. An “individual,” however, generally does not include a trust that is a qualified employee pension or profit sharing trust under the U.S. federal income tax laws, and beneficiaries of such a trust will be treated as holding CubeSmart’s shares in proportion to their actuarial interests in the trust for purposes of requirement 6. CubeSmart believes it has issued sufficient shares of beneficial interest with enough diversity of ownership to satisfy requirements 5 and 6 set forth above.

To monitor compliance with the share ownership requirements, CubeSmart is required to maintain records regarding the actual ownership of its shares. To do so, CubeSmart must demand written statements each year from the record holders of certain percentages of its shares in which the record holders are to disclose the actual owners of the shares (the persons required to include in gross income the dividends paid by us). A list of those persons failing or refusing to comply with this demand must be maintained as part of CubeSmart’s records. Failure by CubeSmart to comply with these record-keeping requirements could subject CubeSmart to monetary penalties. If CubeSmart satisfies these requirements and has no reason to know that condition (6) is not satisfied, CubeSmart will be deemed to have satisfied such condition. A shareholder that fails or refuses to comply with the demand is required by Treasury Regulations to submit a statement with its tax return disclosing the actual ownership of the shares and other information.

Qualified REIT Subsidiaries. A corporation that is a “qualified REIT subsidiary” is not treated as a corporation separate from its parent REIT. A “qualified REIT subsidiary” is a corporation, all of the capital stock of which is owned by the REIT and that has not elected to be a taxable REIT subsidiary. All assets, liabilities, and items of income, deduction, and credit of a “qualified REIT subsidiary” are treated as assets, liabilities, and items of income, deduction, and credit of the REIT. Thus, in applying the requirements described herein, any “qualified REIT subsidiary” that CubeSmart owns will be ignored, and all assets, liabilities, and items of income, deduction, and credit of such subsidiary will be treated as its assets, liabilities, and items of income, deduction, and credit.

Partnership Subsidiaries. An unincorporated domestic entity, such as a partnership or limited liability company that has a single owner, generally is not treated as an entity separate from its parent for U.S. federal income tax purposes. An unincorporated domestic entity with two or more owners is generally treated as a partnership for U.S. federal income tax purposes. In the case of a REIT that is a partner in a partnership, the REIT is treated as owning its proportionate share of the assets of the partnership and as earning its allocable share of the gross income of the partnership for purposes of the applicable REIT qualification tests. Thus, CubeSmart’s proportionate share of the assets, liabilities and items of income of the Operating Partnership and any other partnership, joint venture, or limited liability company that is treated as a partnership for U.S. federal income tax purposes in which CubeSmart acquires an interest, directly or indirectly (“Partnership Subsidiary”), is treated as CubeSmart’s assets and gross income for purposes of applying the various REIT qualification requirements.

Taxable REIT Subsidiaries. A REIT is permitted to own up to 100% of the stock of one or more “taxable REIT subsidiaries.” A taxable REIT subsidiary is a corporation subject to U.S. federal income tax, and state and local income tax where applicable, as a regular “C” corporation. The subsidiary and the REIT must jointly elect to treat the subsidiary as a taxable REIT subsidiary. In addition, if a taxable REIT subsidiary owns, directly or indirectly, securities representing 35% or more of the vote or value of a subsidiary corporation, that subsidiary will also be treated as a taxable REIT subsidiary. Several provisions regarding the arrangements between a REIT and its taxable REIT

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subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of U.S. federal income taxation. For example, the taxable REIT subsidiary rules limit the deductibility of interest paid or accrued by a taxable REIT subsidiary to its parent REIT. Further, the rules impose a 100% excise tax on transactions between a taxable REIT subsidiary and its parent REIT or the REIT’s tenants that are not conducted on an arm’s-length basis, and, effective for taxable years beginning after December 31, 2015, on income imputed to a taxable REIT subsidiary, for services rendered to or on behalf of CubeSmart, the Operating Partnership, any qualified REIT subsidiary, or a Partnership Subsidiary. CubeSmart may engage in activities indirectly through a taxable REIT subsidiary that would jeopardize its REIT status if CubeSmart engaged in the activities directly. For example, a taxable REIT subsidiary of CubeSmart may provide services to unrelated parties which might produce income that does not qualify under the gross income tests described below. A taxable REIT subsidiary may also engage in other activities that, if conducted by CubeSmart directly, could result in the receipt of non-qualified income or the ownership of non-qualified assets or the imposition of the 100% tax on income from prohibited transactions. See description below under “Prohibited Transactions.”

Gross Income Tests.  CubeSmart must satisfy two gross income tests annually to maintain its qualification as a REIT. First, at least 75% of its gross income for each taxable year must consist of defined types of income that CubeSmart derives, directly or indirectly, from investments relating to real property or mortgages on real property or qualified temporary investment income. Qualifying income for purposes of that 75% gross income test generally includes:

· rents from real property;

· interest on debt secured by mortgages on real property or on interests in real property (including certain types of mortgage-backed securities);

· for taxable years beginning after December 31, 2015, interest on mortgage loans secured by both real and personal property if the fair market value of such personal property does not exceed 15% of the total fair market value of all property securing the loans;

· dividends or other distributions on, and gain from the sale of, shares in other REITs (excluding dividends from its taxable REIT subsidiaries);

· gain from the sale of real estate assets, except effective for taxable years beginning after December 31, 2015, for gain from a nonqualified publicly offered REIT debt instrument (as defined below);

· income and gain derived from foreclosure property; and

· income derived from the temporary investment of new capital that is attributable to the issuance of CubeSmart’s shares of beneficial interest or a public offering of its debt with a maturity date of at least five years and that CubeSmart receives during the one-year period beginning on the date on which it receives such new capital.

Second, in general, at least 95% of CubeSmart’s gross income for each taxable year must consist of income that is qualifying income for purposes of the 75% gross income test, other types of interest and dividends (including dividends from its taxable REIT subsidiaries), gain from the sale or disposition of stock or securities, or any combination of these.

Gross income from the sale of property that CubeSmart holds primarily for sale to customers in the ordinary course of business is excluded from both the numerator and the denominator in both income tests. See “Prohibited Transactions.” In addition, certain gains from hedging transactions and certain foreign currency gains will be excluded from both the numerator and the denominator for purposes of one or both of the income tests. See “Hedging Transactions,” and “Foreign Currency Gain.”

Rents from Real Property. Rent that CubeSmart receives from its real property will qualify as “rents from real property,” which is qualifying income for purposes of the 75% and 95% gross income tests, only if the following conditions are met:

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First, the rent must not be based in whole or in part on the income or profits of any person. Participating rent, however, will qualify as “rents from real property” if it is based on percentages of receipts or sales and the percentages are fixed at the time the leases are entered into, are not renegotiated during the term of the leases in a manner that has the effect of basing percentage rent on income or profits, and conform with normal business practice.

Second, CubeSmart must not own, actually or constructively, 10% or more of the stock of any corporate tenant or the assets or net profits of any tenant, referred to as a related party tenant, other than a taxable REIT subsidiary. The constructive ownership rules generally provide that, if 10% or more in value of its shares is owned, directly or indirectly, by or for any person, CubeSmart is considered as owning the stock owned, directly or indirectly, by or for such person. CubeSmart does not own any stock or any assets or net profits of any tenant directly. However, because the constructive ownership rules are broad and it is not possible to monitor continually direct and indirect transfers of its shares, no absolute assurance can be given that such transfers or other events of which CubeSmart has no knowledge will not cause CubeSmart to own constructively 10% or more of a tenant (or a subtenant, in which case only rent attributable to the subtenant is disqualified) other than a taxable REIT subsidiary at some future date.

Under an exception to the related-party tenant rule described in the preceding paragraph, rent that CubeSmart receives from a taxable REIT subsidiary will qualify as “rents from real property” as long as (1) at least 90% of the leased space in the property is leased to persons other than taxable REIT subsidiaries and related-party tenants, and (2) the amount paid by the taxable REIT subsidiary to rent space at the property is substantially comparable to rents paid by other tenants of the property for comparable space. The “substantially comparable” requirement must be satisfied when the lease is entered into, when it is extended, and when the lease is modified, if the modification increases the rent paid by the taxable REIT subsidiary. If the requirement that at least 90% of the leased space in the related property is rented to unrelated tenants is met when a lease is entered into, extended, or modified, such requirement will continue to be met as long as there is no increase in the space leased to any taxable REIT subsidiary or related party tenant. Any increased rent attributable to a modification of a lease with a taxable REIT subsidiary in which CubeSmart owns directly or indirectly more than 50% of the voting power or value of the stock (a “controlled taxable REIT subsidiary”) will not be treated as “rents from real property.”

Third, the rent attributable to the personal property leased in connection with a lease of real property must not be greater than 15% of the total rent received under the lease. The rent attributable to personal property under a lease is the amount that bears the same ratio to total rent under the lease for the taxable year as the average of the fair market values of the leased personal property at the beginning and at the end of the taxable year bears to the average of the aggregate fair market values of both the real and personal property covered by the lease at the beginning and at the end of such taxable year (the “personal property ratio”). With respect to each of its leases, CubeSmart believes that the personal property ratio generally is less than 15%. Where that is not, or may in the future not be, the case, CubeSmart believes that any income attributable to personal property will not jeopardize its ability to qualify as a REIT. There can be no assurance, however, that the IRS would not challenge CubeSmart’s calculation of a personal property ratio, or that a court would not uphold such assertion. If such a challenge were successfully asserted, CubeSmart could fail to satisfy the 75% or 95% gross income test and thus lose its REIT status.

Fourth, CubeSmart cannot furnish or render non-customary services to the tenants of its properties, or manage or operate its properties, other than through an independent contractor who is adequately compensated and from whom CubeSmart does not derive or receive any income. However, CubeSmart need not provide services through an “independent contractor,” but instead may provide services directly to its tenants, if the services are “usually or customarily rendered” in connection with the rental of space for occupancy only and are not considered to be provided for the tenants’ convenience. In addition, CubeSmart may provide a minimal amount of “non-customary” services to the tenants of a property, other than through an independent contractor, as long as its income from the services does not exceed 1% of its income from the related property.

Finally, CubeSmart may own up to 100% of the stock of one or more taxable REIT subsidiaries, which may provide non-customary services to CubeSmart’s tenants without tainting CubeSmart’s rents from the related properties. CubeSmart has not performed, and does not intend to perform, any services other than customary ones for its tenants, other than services provided through independent contractors or taxable REIT subsidiaries.

Tenants may be required to pay, in addition to base rent, reimbursements for certain amounts CubeSmart is obligated to pay to third parties (such as a lessee’s proportionate share of a property’s operational or capital expenses), penalties for nonpayment or late payment of rent or additions to rent. These and other similar

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payments should qualify as “rents from real property.” To the extent they do not, they should be treated as interest that qualifies for the 95% gross income test.

If a portion of the rent CubeSmart receives from a property does not qualify as “rents from real property” because the rent attributable to personal property exceeds 15% of the total rent for a taxable year, the portion of the rent attributable to personal property will not be qualifying income for purposes of either the 75% or 95% gross income test. Thus, if rent attributable to personal property, plus any other income that is nonqualifying income for purposes of the 95% gross income test, during a taxable year exceeds 5% of its gross income during the year, CubeSmart would lose its REIT status, unless CubeSmart qualified for certain statutory relief provisions. By contrast, in the following circumstances, none of the rent from a lease of property would qualify as “rents from real property”: (1) the rent is considered based on the income or profits of the tenant; (2) the lessee is a related party tenant or fails to qualify for the exception to the related-party tenant rule for qualifying taxable REIT subsidiaries; or (3) CubeSmart furnishes non-customary services to the tenants of the property, or manages or operates the property, other than through a qualifying independent contractor or a taxable REIT subsidiary. In any of these circumstances, CubeSmart could lose its REIT status, unless CubeSmart qualified for certain statutory relief provisions, because it would be unable to satisfy either the 75% or 95% gross income test.

Interest. The term “interest” generally does not include any amount received or accrued, directly or indirectly, if the determination of the amount depends in whole or in part on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term “interest” solely because it is based on a fixed percentage or percentages of receipts or sales. Furthermore, to the extent that interest from a loan that is based on the profit or net cash proceeds from the sale of the property securing the loan constitutes a “shared appreciation provision,” income attributable to such participation feature will be treated as gain from the sale of the secured property.

Prohibited Transactions. A REIT will incur a 100% tax on the net income derived from any sale or other disposition of property, other than foreclosure property, that the REIT holds primarily for sale to customers in the ordinary course of a trade or business. Whether a REIT holds an asset “primarily for sale to customers in the ordinary course of a trade or business” depends, however, on the facts and circumstances in effect from time to time, including those related to a particular asset. A safe harbor to the characterization of the sale of property by a REIT as a prohibited transaction and the 100% prohibited transaction tax is available if the following requirements are met:

· the REIT has held the property for not less than four years;

· the aggregate expenditures made by the REIT, or any partner of the REIT, during the four-year period preceding the date of the sale that are includable in the basis of the property do not exceed 30% of the selling price of the property;

· either (1) during the year in question, the REIT did not make more than seven sales of property other than foreclosure property or sales to which Section 1033 of the Code applied, (2) the aggregate adjusted bases of all such properties sold by the REIT during the year did not exceed 10% of the aggregate bases of all of the assets of the REIT at the beginning of the year, (3) the aggregate fair market value of all such properties sold by the REIT during the year did not exceed 10% of the aggregate fair market value of all of the assets of the REIT at the beginning of the year, (4) (i) for taxable years beginning after December 31, 2015, the aggregate adjusted bases of all such properties sold by the REIT during the year did not exceed 20% of the aggregate bases of all of the assets of the REIT at the beginning of the year and (ii) the average annual percentage of such properties sold by the REIT compared to all the REIT’s assets (measured by adjusted tax bases) in the current and two prior years did not exceed 10%, or (5) (i) the aggregate fair market value of all such properties sold by the REIT during the year did not exceed 20% of the aggregate fair market value of all assets of the REIT at the beginning of the year and (ii) the average annual percentage of such properties sold by the REIT compared to all the REIT’s assets (measured by fair market value) in the current and two prior years did not exceed 10%;

· in the case of property not acquired through foreclosure or lease termination, the REIT has held the property for at least four years for the production of rental income; and

· if the REIT has made more than seven sales of non-foreclosure property during the taxable year, substantially all of the marketing and development expenditures with respect to the property were

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made through an independent contractor (or, for taxable years beginning after December 31, 2015, a taxable REIT subsidiary)  from whom the REIT derives no income.

CubeSmart intends to hold properties for investment with a view to long-term appreciation, to engage in the business of acquiring, developing, owning and operating properties, and to make occasional sales of properties as are consistent with its investment objective. CubeSmart cannot assure you, however, that it can comply with the safe-harbor provisions that would prevent the imposition of the 100% tax or that it will avoid owning property that may be characterized as property held “primarily for sale to customers in the ordinary course of a trade or business.” The 100% tax does not apply to gains from the sale of property that is held through a taxable REIT subsidiary or other taxable corporation, although such income will be subject to tax in the hands of that corporation at regular corporate tax rates. CubeSmart may, therefore, form or acquire a taxable REIT subsidiary to hold and dispose of those properties it concludes may not fall within the safe-harbor provisions.

Foreclosure Property. CubeSmart will be subject to tax at the maximum corporate rate on any net income from foreclosure property, other than income that otherwise would be qualifying income for purposes of the 75% gross income test. “Foreclosure property” is any real property, including interests in real property, and any personal property incident to such real property:

· that is acquired by a REIT as the result of the REIT having bid on such property at foreclosure, or having otherwise reduced such property to ownership or possession by agreement or process of law, after there was a default or default was imminent on a lease of such property or on indebtedness that such property secured;

· for which the related loan or leased property was acquired by the REIT at a time when the default was not imminent or anticipated; and

· for which the REIT makes a proper election to treat the property as foreclosure property.

A REIT will not be considered to have foreclosed on a property where the REIT takes control of the property as a mortgagee-in-possession and cannot receive any profit or sustain any loss except as a creditor of the mortgagor. Property generally ceases to be foreclosure property at the end of the third taxable year following the taxable year in which the REIT acquired the property (or longer if an extension is granted by the Secretary of the Treasury). This period (as extended, if applicable) terminates, and foreclosure property ceases to be foreclosure property on the first day:

· on which a lease is entered into for the property that, by its terms, will give rise to income that does not qualify for purposes of the 75% gross income test, or any amount is received or accrued, directly or indirectly, pursuant to a lease entered into on or after such day that will give rise to income that does not qualify for purposes of the 75% gross income test;

· on which any construction takes place on the property, other than completion of a building or, any other improvement, where more than 10% of the construction was completed before default became imminent; or

· which is more than 90 days after the day on which the REIT acquired the property and the property is used in a trade or business which is conducted by the REIT, other than through an independent contractor from whom the REIT itself does not derive or receive any income.

Any gain from the sale of property for which a foreclosure property election has been made will not be subject to the 100% tax on gains from prohibited transactions described above, even if the property is held primarily for sale to customers in the ordinary course of a trade or business. Income and gain from foreclosure property are qualifying income for the 75% and 95% gross income tests.

Hedging Transactions. From time to time, CubeSmart enters into hedging transactions with respect to its assets or liabilities. CubeSmart’s hedging activities may include entering into interest rate swaps, caps, and floors, options to purchase such items, and futures and forward contracts. Income and gain from “hedging transactions” will be excluded from gross income for purposes of both the 75% and 95% gross income tests. A “hedging transaction” means either (1) any transaction entered into in the normal course of its trade or business primarily to manage the risk of interest

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rate, price changes, or currency fluctuations with respect to borrowings made or to be made, or ordinary obligations incurred or to be incurred, to acquire or carry real estate assets or (2) any transaction entered into primarily to manage the risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income test (or any property which generates such income or gain). CubeSmart will be required to clearly identify any such hedging transaction before the close of the day on which it was acquired, originated, or entered into and to satisfy other identification requirements. No assurance can be given that its hedging activities will not give rise to income that does not qualify for purposes of either or both of the gross income tests, and will not adversely affect CubeSmart’s ability to satisfy the REIT qualification requirements.

Effective for taxable years beginning after December 31, 2015, if CubeSmart has entered into a hedging transaction described in (1) or (2), and a portion of the hedged indebtedness or property is extinguished or disposed of and, in connection with such extinguishment or disposition, CubeSmart enters into a new clearly identified hedging transaction (a “New Hedge”), income from the applicable hedge and income from the New Hedge (including gain from the disposition of such New Hedge) will not be treated as gross income for purposes of the 95% and 75% gross income tests.

Foreign Currency Gain. Certain foreign currency gains will be excluded from gross income for purposes of one or both of the gross income tests. “Real estate foreign exchange gain” will be excluded from gross income for purposes of the 75% gross income test. Real estate foreign exchange gain generally includes foreign currency gain attributable to any item of income or gain that is qualifying income for purposes of the 75% gross income test, foreign currency gain attributable to the acquisition or ownership of (or becoming or being the obligor under) obligations secured by mortgages on real property or on interests in real property and certain foreign currency gain attributable to certain “qualified business units” of a REIT. “Passive foreign exchange gain” will be excluded from gross income for purposes of the 95% gross income test. Passive foreign exchange gain generally includes real estate foreign exchange gain as described above, and also includes foreign currency gain attributable to any item of income or gain that is qualifying income for purposes of the 95% gross income test and foreign currency gain attributable to the acquisition or ownership of (or becoming or being the obligor under) debt obligations. Because passive foreign exchange gain includes real estate foreign exchange gain, real estate foreign exchange gain is excluded from gross income for purposes of both the 75% and 95% gross income test. These exclusions for real estate foreign exchange gain and passive foreign exchange gain do not apply to foreign currency gain derived from dealing, or engaging in substantial and regular trading, in securities. Such gain is treated as nonqualifying income for purposes of both the 75% and 95% gross income tests.

Failure to Satisfy Gross Income Tests. If CubeSmart fails to satisfy one or both of the gross income tests for any taxable year, CubeSmart nevertheless may qualify as a REIT for that year if it qualifies for relief under certain provisions of the U.S. federal income tax laws. Those relief provisions will be available if:

· CubeSmart’s failure to meet those tests is due to reasonable cause and not to willful neglect; and

· following such failure for any taxable year, a schedule of the sources of its income is filed with the IRS in accordance with regulations prescribed by the Secretary of the Treasury.

CubeSmart cannot predict, however, whether any failure to meet these tests will qualify for the relief provisions. As discussed above in “Taxation of CubeSmart as a REIT,” even if the relief provisions apply, CubeSmart would incur a 100% tax on the gross income attributable to the greater of (1) the amount by which it fails the 75% gross income test, or (2) the excess of 95% of its gross income over the amount of gross income qualifying under the 95% gross income test, multiplied, in either case, by a fraction intended to reflect its profitability.

Asset Tests. To maintain its qualification as a REIT, CubeSmart also must satisfy the following asset tests at the end of each quarter of each taxable year.

First, at least 75% of the value of CubeSmart’s total assets must consist of:

· cash or cash items, including certain receivables;

· government securities;

· interests in real property, including leaseholds and options to acquire real property and leaseholds;

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· effective for taxable years beginning after December 31, 2015:  (i) personal property leased in connection with real property to the extent that the rents from personal property are treated as “rent from real property” for purposes of the 75% income test, and (ii) debt instruments issued by publicly offered REITs;

· interests in mortgages on real property (including certain mortgage-backed securities) and, for taxable years beginning after December 31, 2015, interests in mortgage loans secured by both real and personal property if the fair market value of such personal property does not exceed 15% of the total fair market value of all property securing the loans;

· stock in other REITs; and

· investments in stock or debt instruments during the one year period following its receipt of new capital that CubeSmart raises through equity offerings or public offerings of debt with at least a five year term.

Second, of CubeSmart’s investments not included in the 75% asset class, the value of its interest in any one issuer’s securities may not exceed 5% of the value of its total assets, or the “5% asset test.”

Third, of CubeSmart’s investments not included in the 75% asset class, CubeSmart may not own more than 10% of the voting power or value of any one issuer’s outstanding securities, or the “10% vote test” and “10% value test,” respectively.

Fourth, not more than 25% (20% for taxable years beginning after December 31, 2017) of the value of CubeSmart’s assets may be represented by securities of one or more taxable REIT subsidiaries.

Fifth, effective for taxable years beginning after December 31, 2015, not more than 25% of the value of CubeSmart’s total assets may be represented by “nonqualified publicly offered REIT debt instruments.” “Nonqualified publicly offered REIT debt instruments” are debt instruments issued by publicly offered REITs that are not secured by a mortgage on real property.

For purposes of the 5% asset test, the 10% vote test and 10% value test, the term “securities” does not include stock in another REIT, equity or debt securities of a qualified REIT subsidiary or taxable REIT subsidiary, mortgage loans that constitute real estate assets, or equity interests in a partnership. The term “securities,” however, generally includes debt securities issued by a partnership or another REIT, except that for purposes of the 10% value test, the term “securities” does not include:

· Any “straight debt” security, which is defined as a written unconditional promise to pay on demand or on a specified date a sum certain in money if (i) the debt is not convertible, directly or indirectly, into stock, and (ii) the interest rate and interest payment dates are not contingent on profits, the borrower’s discretion, or similar factors. “Straight debt” securities do not include any securities issued by a partnership or a corporation in which CubeSmart or any controlled taxable REIT subsidiary hold non-”straight debt” securities that have an aggregate value of more than 1% of the issuer’s outstanding securities. However, “straight debt” securities include debt subject to the following contingencies: (1) a contingency relating to the time of payment of interest or principal, as long as either (i) there is no change to the effective yield of the debt obligation, other than a change to the annual yield that does not exceed the greater of 0.25% or 5% of the annual yield, or (ii) neither the aggregate issue price nor the aggregate face amount of the issuer’s debt obligations held by CubeSmart exceeds $1 million and no more than 12 months of unaccrued interest on the debt obligations can be required to be prepaid; and (2) a contingency relating to the time or amount of payment upon a default or prepayment of a debt obligation, as long as the contingency is consistent with customary commercial practice.

· Any loan to an individual or an estate.

· Any “section 467 rental agreement,” other than an agreement with a related party tenant.

· Any obligation to pay “rents from real property.”

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· Certain securities issued by governmental entities.

· Any security issued by a REIT.

· Any debt instrument issued by an entity treated as a partnership for U.S. federal income tax purposes in which CubeSmart is a partner to the extent of CubeSmart’s proportionate interest in the debt and equity securities of the partnership.

· Any debt instrument issued by an entity treated as a partnership for U.S. federal income tax purposes not described in the preceding bullet points if at least 75% of the partnership’s gross income, excluding income from prohibited transactions, is qualifying income for purposes of the 75% gross income test described above in “Requirements for Qualification—Gross Income Tests.”

For purposes of the 10% value test, its proportionate share of the assets of a partnership is its proportionate interest in any securities issued by the partnership, without regard to the securities described in the last two bullet points above.

Failure to Satisfy Asset Tests. CubeSmart will monitor the status of its assets for purposes of the various asset tests and will manage its portfolio in order to comply at all times with such tests. If CubeSmart fails to satisfy the asset tests at the end of a calendar quarter, it would not lose its REIT status if:

· CubeSmart satisfied the asset tests at the end of the preceding calendar quarter; and

· the discrepancy between the value of its assets and the asset test requirements arose from changes in the market values of its assets and was not wholly or partly caused by the acquisition of one or more non-qualifying assets.

If the failure to satisfy the asset tests results from an acquisition of securities or other property during a quarter, the failure can be cured by disposition of sufficient nonqualifying assets within 30 days after the close of that quarter. CubeSmart intends to maintain adequate records of the value of its assets to ensure compliance with the asset tests, and to take such other action within 30 days after the close of any quarter as may be required to cure any noncompliance. However, there can be no assurance that such other action will always be successful. If CubeSmart fails to cure any noncompliance with the asset tests within such time period, its status as a REIT would be lost.

In the event that, at the end of any calendar quarter, CubeSmart violates the 5% asset test, the 10% vote test or the 10% value test described above, CubeSmart will not lose its REIT status if (i) the failure is de minimis (up to the lesser of 1% of its assets or $10 million) and (ii) CubeSmart disposes of assets or otherwise complies with the asset tests within six months after the last day of the quarter in which it identifies such failure. In the event the failure to meet the asset test is more than de minimis, CubeSmart will not lose its REIT status if (i) the failure was due to reasonable cause and not to willful neglect, (ii) CubeSmart files a description of each asset causing the failure with the IRS, (iii) CubeSmart disposes of assets or otherwise complies with the asset tests within six months after the last day of the quarter in which CubeSmart identifies the failure, and (iv) CubeSmart pays a tax equal to the greater of $50,000 or 35% of the net income from the nonqualifying assets during the period in which it failed to satisfy the asset tests.

Annual Distribution Requirements. Each taxable year, CubeSmart must distribute dividends, other than capital gain dividends and deemed distributions of retained capital gain, to its shareholders in an aggregate amount not less than the sum of

· 90% of its “REIT taxable income,” computed without regard to the dividends paid deduction and its net capital gain or loss, and

· 90% of its after-tax net income, if any, from foreclosure property, minus

· the sum of certain items of non-cash income.

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Generally, CubeSmart must pay such distributions in the taxable year to which they relate, or in the following taxable year if either (a) CubeSmart declares the distribution before it timely files its U.S. federal income tax return for the year and pays the distribution on or before the first regular dividend payment date after such declaration or (b) CubeSmart declares the distribution in October, November, or December of the taxable year, payable to shareholders of record on a specified day in any such month, and CubeSmart actually pays the dividend before the end of January of the following year. In both instances, these distributions relate to its prior taxable year for purposes of the 90% distribution requirement.

In order for distributions to be counted towards CubeSmart’s distribution requirement, and to provide a tax deduction to CubeSmart, for taxable years ending on or before December 31, 2014, they must not be “preferential dividends.” A dividend is not a preferential dividend if it is pro rata among all outstanding shares within a particular class, and is in accordance with the preferences among the different classes of shares as set forth in CubeSmart’s organizational documents. For all subsequent taxable years, so long as CubeSmart continues to be a “publicly offered REIT”, the preferential dividend rule will not apply.

To the extent that CubeSmart distributes at least 90%, but less than 100%, of its net taxable income, CubeSmart will be subject to tax at ordinary corporate tax rates on the retained portion. In addition, CubeSmart may elect to retain, rather than distribute, its net long-term capital gains and pay tax on such gains. In this case, CubeSmart would elect to have its shareholders include their proportionate share of such undistributed long-term capital gains in their income and receive a corresponding credit for their proportionate share of the tax paid by us. CubeSmart’s shareholders would then increase their adjusted basis in their CubeSmart shares by the difference between the amount included in their long-term capital gains and the tax deemed paid with respect to their shares.

If CubeSmart fails to distribute during a calendar year, or by the end of January of the following calendar year in the case of distributions with declaration and record dates falling in the last three months of the calendar year, at least the sum of:

· 85% of its REIT ordinary income for the year,

· 95% of its REIT capital gain income for the year, and

· any undistributed taxable income from prior periods, CubeSmart will incur a 4% nondeductible excise tax on the excess of such required distribution over the amounts CubeSmart actually distributed. In calculating the required distribution for taxable years beginning after December 31, 2015, the amount that CubeSmart is treated as having distributed is not reduced by any amounts not allowable in computing its taxable income for the taxable year and which were no allowable in computing its taxable income for any prior years. If CubeSmart so elects, it will be treated as having distributed any such retained amount for purposes of the 4% nondeductible excise tax described above.

It is possible that, from time to time, CubeSmart may experience timing differences between the actual receipt of income and actual payment of deductible expenses and the inclusion of that income and deduction of such expenses in arriving at its REIT taxable income. For example, because CubeSmart may deduct capital losses only to the extent of its capital gains, its REIT taxable income may exceed its economic income. Further, it is possible that, from time to time, CubeSmart may be allocated a share of net capital gain from a partnership in which CubeSmart owns an interest attributable to the sale of depreciated property that exceeds its allocable share of cash attributable to that sale. Although several types of non-cash income are excluded in determining the annual distribution requirement, CubeSmart will incur corporate income tax and the 4% nondeductible excise tax with respect to those non-cash income items if CubeSmart does not distribute those items on a current basis. As a result of the foregoing, CubeSmart may have less cash than is necessary to distribute all of its taxable income and thereby avoid corporate income tax and the 4% nondeductible excise tax imposed on certain undistributed income. In such a situation, CubeSmart may issue additional common or preferred shares, CubeSmart may borrow or may cause the Operating Partnership to arrange for short-term or possibly long-term borrowing to permit the payment of required distributions, or CubeSmart may pay dividends in the form of taxable in-kind distributions of property, including potentially, its shares.

Under certain circumstances, CubeSmart may be able to correct a failure to meet the distribution requirement for a year by paying “deficiency dividends” to its shareholders in a later year. CubeSmart may include such deficiency dividends in its deduction for dividends paid for the earlier year. Although CubeSmart may be able to avoid

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income tax on amounts distributed as deficiency dividends, CubeSmart will be required to pay interest to the IRS based upon the amount of any deduction it takes for deficiency dividends.

Failure to Qualify

If CubeSmart were to fail to qualify as a REIT in any taxable year and no relief provision applied, CubeSmart would have the following consequences: CubeSmart would be subject to U.S. federal income tax and any applicable alternative minimum tax at regular corporate rates applicable to regular C corporations on its taxable income, determined without reduction for amounts distributed to shareholders. CubeSmart would not be required to make any distributions to shareholders. Unless CubeSmart qualified for relief under specific statutory provisions, it would not be permitted to elect taxation as a REIT for the four taxable years following the year during which CubeSmart ceased to qualify as a REIT.

If CubeSmart fails to satisfy one or more requirements for REIT qualification, other than the gross income tests and the asset tests, CubeSmart could avoid disqualification if its failure is due to reasonable cause and not to willful neglect and CubeSmart pays a penalty of $50,000 for each such failure. In addition, there are relief provisions for a failure of the gross income tests and asset tests, as described in “Requirements for Qualification — Gross Income Tests” and “Requirements for Qualification — Asset Tests.” It is not possible to state whether in all circumstances CubeSmart would be entitled to such statutory relief.

State and Local Taxes

We may be subject to taxation by various states and localities, including those in which we transact business or own property. The state and local tax treatment in such jurisdictions may differ from the U.S. federal income tax treatment described above.

Tax Aspects of Investments in the Operating Partnership and Subsidiary Partnerships

The following discussion summarizes certain U.S. federal income tax considerations applicable to CubeSmart’s direct or indirect investment in its Operating Partnership and any subsidiary partnerships or limited liability companies we form or acquire that are treated as partnerships for U.S. federal income tax purposes, each individually referred to as a “Partnership” and, collectively, as “Partnerships.” The following discussion does not address state or local tax laws or any federal tax laws other than income tax laws.

Classification as Partnerships. CubeSmart is required to include in its income its distributive share of each Partnership’s income and to deduct its distributive share of each Partnership’s losses but only if such Partnership is classified for U.S. federal income tax purposes as a partnership (or an entity that is disregarded for U.S. federal income tax purposes if the entity has only one owner or member), rather than as a corporation or an association taxable as a corporation.

An organization with at least two owners or members will be classified as a partnership, rather than as a corporation, for U.S. federal income tax purposes if it:

· is treated as a partnership under the Treasury regulations relating to entity classification (the “check-the-box regulations”); and

· is not a “publicly traded partnership.”

Under the check-the-box regulations, an unincorporated domestic entity with at least two owners or members may elect to be classified either as an association taxable as a corporation or as a partnership. If such an entity does not make an election, it generally will be treated as a partnership for U.S. federal income tax purposes. We intend that each Partnership will be classified as a partnership for U.S. federal income tax purposes (or else a disregarded entity where there are not at least two separate beneficial owners).

A publicly traded partnership is a partnership whose interests are traded on an established securities market or are readily tradable on a secondary market (or a substantial equivalent). A publicly traded partnership is generally treated as a corporation for U.S. federal income tax purposes, but will not be so treated if, for each taxable year

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beginning after December 31, 1987 in which it was classified as a publicly traded partnership, at least 90% of the partnership’s gross income consisted of specified passive income, including real property rents (which includes rents that would be qualifying income for purposes of the 75% gross income test, with certain modifications that make it easier for the rents to qualify for the 90% passive income exception), gains from the sale or other disposition of real property, interest, and dividends (the “90% passive income exception”).

Treasury regulations provide limited safe harbors from treatment as a publicly traded partnership. Pursuant to one of those safe harbors (the “private placement exclusion”), interests in a partnership will not be treated as readily tradable on a secondary market or the substantial equivalent thereof if (1) all interests in the partnership were issued in a transaction or transactions that were not required to be registered under the Securities Act of 1933, as amended, and (2) the partnership does not have more than 100 partners at any time during the partnership’s taxable year. For the determination of the number of partners in a partnership, a person owning an interest in a partnership, grantor trust, or S corporation that owns an interest in the partnership is treated as a partner in the partnership only if (1) substantially all of the value of the owner’s interest in the entity is attributable to the entity’s direct or indirect interest in the partnership and (2) a principal purpose of the use of the entity is to permit the partnership to satisfy the 100-partner limitation. CubeSmart believes that each Partnership should qualify for the private placement exclusion.

We have not requested, and do not intend to request, a ruling from the IRS that the Partnerships will be classified as partnerships (or disregarded entities, if the entity has only one owner or member) for U.S. federal income tax purposes. If for any reason a Partnership were taxable as a corporation, rather than as a partnership, for U.S. federal income tax purposes, CubeSmart may not be able to qualify as a REIT, unless it qualifies for certain relief provisions. See “Requirements for Qualification — Gross Income Tests” and “Requirements for Qualification — Asset Tests.” In addition, any change in a Partnership’s status for tax purposes might be treated as a taxable event, in which case CubeSmart might incur tax liability without any related cash distribution. See “Requirements for Qualification — Annual Distribution Requirements.” Further, items of income and deduction of such Partnership would not pass through to its partners, and its partners would be treated as shareholders for tax purposes. Consequently, such Partnership would be required to pay income tax at corporate rates on its net income, and distributions to its partners would constitute dividends that would not be deductible in computing such Partnership’s taxable income.

Partners, Not the Partnerships, Subject to Tax. A partnership is not a taxable entity for U.S. federal income tax purposes, except that, for tax years beginning after December 31, 2017, a partnership is liable for paying tax assessed pursuant to an audit adjustment unless the partnership elects to pass-through such audit adjustments to its partners. CubeSmart will therefore take into account its allocable share of each Partnership’s income, gains, losses, deductions, and credits for each taxable year of the Partnership ending with or within CubeSmart’s taxable year, even if CubeSmart receives no distribution from the Partnership for that year or a distribution less than CubeSmart’s share of taxable income. Similarly, even if CubeSmart receives a distribution, CubeSmart may not be taxed on such distribution if the distribution does not exceed its adjusted tax basis in its interest in the distributing Partnership.

Partnership Allocations. Although a partnership agreement generally will determine the allocation of income and losses among partners, allocations will be disregarded for tax purposes if they do not comply with the provisions of the U.S. federal income tax laws governing partnership allocations. If an allocation is not recognized for U.S. federal income tax purposes, the item subject to the allocation will be reallocated in accordance with the partners’ interests in the partnership, which will be determined by taking into account all of the facts and circumstances relating to the economic arrangement of the partners with respect to such item.

Tax Allocations With Respect to Contributed Properties. Income, gain, loss, and deduction attributable to (a) appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership or (b) property revalued on the books of a partnership must be allocated in a manner such that each of a contributing partner or the partners at the time of a book revaluation, as applicable, are charged with, or benefits from, respectively, the unrealized gain or unrealized loss associated with the property at the time of the contribution. The amount of such unrealized gain or unrealized loss, referred to as “built-in gain” or “built-in loss,” is generally equal to the difference between the fair market value of the contributed or revalued property at the time of contribution or revaluation and the adjusted tax basis of such property at that time, referred to as a book-tax difference. Such allocations are solely for U.S. federal income tax purposes and do not affect the book capital accounts or other economic or legal arrangements among the partners. The U.S. Treasury Department has issued regulations requiring partnerships to use a “reasonable method” for allocating items with respect to which there is a book-tax difference and outlining several reasonable allocation methods. Unless we, as general partner, select a different method, the Operating Partnership will

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use the traditional method for allocating items with respect to which there is a book-tax difference. Depending upon the method chosen, (1) CubeSmart’s tax depreciation deductions attributable to those properties may be lower than they would have been if the partnership had acquired those properties for cash and (2) in the event of a sale of such properties, CubeSmart could be allocated gain in excess of its corresponding economic or book gain. These allocations may cause CubeSmart to recognize taxable income in excess of cash proceeds received by us, which might adversely affect CubeSmart’s ability to comply with the REIT distribution requirements or result in CubeSmart’s shareholders recognizing additional dividend income without an increase in distributions.

Depreciation.  Some assets in our Partnerships include appreciated property contributed by its partners. Assets contributed to a Partnership in a tax-free transaction generally retain the same depreciation method and recovery period as they had in the hands of the partner who contributed them to the partnership. Accordingly, the Partnership’s depreciation deductions for such contributed real property are based on the historic tax depreciation schedules for the properties prior to their contribution to the Operating Partnership.

Basis in Partnership Interest. CubeSmart’s adjusted tax basis in any partnership interest it owns generally will be:

· the amount of cash and the basis of any other property it contributes to the partnership;

· increased by its allocable share of the partnership’s income (including tax-exempt income) and its allocable share of indebtedness of the partnership; and

· reduced, but not below zero, by its allocable share of the partnership’s loss (excluding any non-deductible items), the amount of cash and the basis of property distributed to CubeSmart, and constructive distributions resulting from a reduction in its share of indebtedness of the partnership.

Loss allocated to CubeSmart in excess of its basis in a partnership interest will not be taken into account until CubeSmart again has basis sufficient to absorb the loss. A reduction of CubeSmart’s share of partnership indebtedness will be treated as a constructive cash distribution to CubeSmart, and will reduce its adjusted tax basis in the partnership. Distributions, including constructive distributions, in excess of the basis of CubeSmart’s partnership interest will constitute taxable income to CubeSmart. Such distributions and constructive distributions normally will be characterized as long-term capital gain.

Sale of a Partnership’s Property. Generally, any gain realized by a Partnership on the sale of property that is a capital asset held for more than one year will be long-term capital gain, except for any portion of the gain treated as depreciation or cost recovery recapture. Any gain or loss recognized by a Partnership on the disposition of contributed or revalued properties will be allocated first to the partners who contributed the properties or who were partners at the time of revaluation, to the extent of their built-in gain or loss on those properties for U.S. federal income tax purposes. The partners’ built-in gain or loss on contributed or revalued properties is the difference between the partners’ proportionate share of the book value of those properties and the partners’ tax basis allocable to those properties at the time of the contribution or revaluation. Any remaining gain or loss recognized by the Partnership on the disposition of contributed or revalued properties, and any gain or loss recognized by the Partnership on the disposition of other properties, will be allocated among the partners in accordance with their percentage interests in the Partnership.

CubeSmart’s share of any Partnership gain from the sale of inventory or other property held primarily for sale to customers in the ordinary course of the Partnership’s trade or business will be treated as income from a prohibited transaction subject to a 100% tax. Income from a prohibited transaction may have an adverse effect on CubeSmart’s ability to satisfy the gross income tests for REIT status. See “Requirements for Qualification — Gross Income Tests.” CubeSmart does not presently intend to acquire or hold, or to allow any Partnership to acquire or hold, any property that is likely to be treated as inventory or property held primarily for sale to customers in the ordinary course of CubeSmart’s, or the Partnership’s, trade or business.

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Taxation of Shareholders

Taxation of Taxable U.S. Shareholders

The term “U.S. shareholder” means a holder of CubeSmart common shares or preferred shares that, for U.S. federal income tax purposes, is:

· a citizen or individual resident of the United States;

· a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any of its states or the District of Columbia;

· an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

· any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person.

If a partnership, entity or arrangement treated as a partnership for U.S. federal income tax purposes holds CubeSmart common shares or preferred shares, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. If you are a partner in a partnership holding CubeSmart common shares or preferred shares, you should consult your tax advisor regarding the consequences of the ownership and disposition of CubeSmart common shares or preferred shares by the partnership.

Taxation of U.S. Shareholders on Distributions. As long as CubeSmart qualifies as a REIT, a taxable U.S. shareholder will be required to take into account as ordinary income distributions made out of CubeSmart’s current or accumulated earnings and profits that CubeSmart does not designate as capital gain dividends or retained long-term capital gain. A U.S. shareholder will not qualify for the dividends-received deduction generally available to corporations. Dividends paid to a U.S. shareholder generally will not qualify for the preferential tax rate for “qualified dividend income” (currently, a 20% maximum rate). Qualified dividend income generally includes dividends paid by domestic C corporations and certain qualified foreign corporations to most noncorporate U.S. shareholders. Because a REIT is not generally subject to U.S. federal income tax on the portion of its REIT taxable income distributed to its shareholders, CubeSmart’s dividends generally will not be eligible for the preferential tax rate on qualified dividend income. As a result, CubeSmart’s ordinary REIT dividends will be taxed at the higher rate applicable to ordinary income. Currently, the highest marginal individual income tax rate on ordinary income is 39.6%. However, the preferential tax rate for qualified dividend income will apply to CubeSmart’s ordinary REIT dividends, if any, that are (i) attributable to dividends received by CubeSmart from non-REIT corporations, such as our taxable REIT subsidiaries, and (ii) attributable to income upon which CubeSmart has paid corporate income tax (e.g., to the extent that CubeSmart distributes less than 100% of CubeSmart’s taxable income). In general, to qualify for the preferential tax rate on qualified dividend income, a U.S. shareholder must hold CubeSmart common shares or preferred shares for more than 60 days during the 121-day period beginning on the date that is 60 days before the date on which the common shares or preferred shares become ex-dividend.

With respect to common shares, CubeSmart may distribute taxable dividends that are payable partly in cash and partly in CubeSmart common shares. Taxable U.S. shareholders receiving such dividends will be required to include the full amount of the dividends as ordinary income to the extent of CubeSmart’s current and accumulated earnings and profits.

Any distribution CubeSmart declares in October, November, or December of any year that is payable to a U.S. shareholder of record on a specified date in any of those months will be treated as paid by CubeSmart and received by the U.S. shareholder on December 31 of the year, provided CubeSmart actually pays the distribution during January of the following calendar year.

Distributions to a U.S. shareholder which CubeSmart designates as capital gain dividends will generally be treated as long-term capital gain, without regard to the period for which the U.S. shareholder has held its common shares or preferred shares. In general, U.S. shareholders will be taxable on long term capital gains at a maximum rate of 20%, except that the portion of such gain that is attributable to depreciation recapture will be taxable at

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the maximum rate of 25%.  A corporate U.S. shareholder, however, may be required to treat up to 20% of certain capital gain dividends as ordinary income.

Effective for distributions paid or treated as being paid in taxable years beginning after December 31, 2015, the aggregate amount of dividends that CubeSmart may designate as “capital gain dividends” or “qualified dividend income” with respect to any taxable year may not exceed the dividends paid by CubeSmart with respect to such taxable year, including dividends that are paid in the following taxable year and treated as having been paid with respect to such taxable year by being (1) declared before CubeSmart timely files its tax return for such taxable year and (2) paid with or before the first regular dividend payment after such declaration.

CubeSmart may elect to retain and pay income tax on the net long-term capital gain that CubeSmart receives in a taxable year. In that case, a U.S. shareholder would be taxed on its proportionate share of CubeSmart’s undistributed long-term capital gain. The U.S. shareholder would receive a credit or refund for its proportionate share of the tax CubeSmart paid. The U.S. shareholder would increase the basis in its common shares or preferred shares by the amount of its proportionate share of CubeSmart’s undistributed long-term capital gain, minus its share of the tax CubeSmart paid.

A U.S. shareholder will not incur tax on a distribution in excess of CubeSmart’s current and accumulated earnings and profits if the distribution does not exceed the adjusted basis of the U.S. shareholder’s common shares or preferred shares. Instead, the distribution will reduce the adjusted basis of the shares, and any amount in excess of both CubeSmart’s current and accumulated earnings and profits and the adjusted basis will be treated as capital gain, long-term capital gain if the shares have been held for more than one year, provided the shares are a capital asset in the hands of the U.S. shareholder.

Shareholders may not include in their individual income tax returns any of CubeSmart’s net operating losses or capital losses. Instead, these losses are generally carried over by CubeSmart for potential offset against CubeSmart’s future income. Taxable distributions from CubeSmart and gain from the disposition of common shares or preferred shares will not be treated as passive activity income; and, therefore, shareholders generally will not be able to apply any “passive activity losses,” such as losses from certain types of limited partnerships in which the shareholder is a limited partner, against such income. In addition, taxable distributions from CubeSmart and gain from the disposition of common shares or preferred shares generally will be treated as investment income for purposes of the investment interest limitations. CubeSmart will notify shareholders after the close of its taxable year as to the portions of the distributions attributable to that year that constitute ordinary income, return of capital, and capital gain.

Taxation of U.S. Shareholders on the Disposition of Common and Preferred Shares

In general, a U.S. shareholder who is not a dealer in securities must treat any gain or loss realized upon a taxable disposition of CubeSmart’s common or preferred shares as long-term capital gain or loss if the U.S. shareholder has held the shares for more than one year, and otherwise as short-term capital gain or loss. In general, a U.S. shareholder will realize gain or loss in an amount equal to the difference between the sum of the fair market value of any property and the amount of cash received in such disposition and the U.S. shareholder’s adjusted tax basis. A U.S. shareholder’s adjusted tax basis generally will equal the U.S. shareholder’s acquisition cost, increased by the excess of net capital gains deemed distributed to the U.S. shareholder less tax deemed paid by it and reduced by any returns of capital. However, a U.S. shareholder must treat any loss upon a sale or exchange of common or preferred shares held by such shareholder for six months or less as a long-term capital loss to the extent of capital gain dividends and any actual or deemed distributions from CubeSmart that such U.S. shareholder treats as long-term capital gain. All or a portion of any loss that a U.S. shareholder realizes upon a taxable disposition of common or preferred shares may be disallowed if the U.S. shareholder purchases other common shares or preferred shares within 30 days before or after the disposition.

If a U.S. shareholder recognizes a loss upon a subsequent disposition of CubeSmart shares in an amount that exceeds a prescribed threshold, it is possible that the provisions of Treasury regulations involving “reportable transactions” could apply, with a resulting requirement to separately disclose the loss generating transactions to the IRS. While these regulations are directed towards “tax shelters,” they are written broadly, and apply to transactions that would not typically be considered tax shelters. Significant penalties apply for failure to comply with these requirements. You should consult your tax advisor concerning any possible disclosure obligation with respect to the receipt or disposition of CubeSmart shares, or transactions that might be undertaken directly or indirectly by us.

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Moreover, you should be aware that CubeSmart and other participants in transactions involving CubeSmart (including our advisors) might be subject to disclosure or other requirements pursuant to these regulations.

The tax-rate differential between capital gain and ordinary income for non-corporate taxpayers may be significant. A taxpayer generally must hold a capital asset for more than one year for gain or loss derived from its sale or exchange to be treated as long-term capital gain or loss. The highest marginal individual income tax rate is currently 39.6%. The maximum tax rate on long-term capital gain applicable to U.S. shareholders taxed at individual rates is 20%. The maximum tax rate on long-term capital gain from the sale or exchange of “section 1250 property” (i.e., generally, depreciable real property) is 25% to the extent the gain would have been treated as ordinary income if the property were “section 1245 property” (i.e., generally, depreciable personal property). CubeSmart generally may designate whether a distribution CubeSmart designates as capital gain dividends (and any retained capital gain that CubeSmart is deemed to distribute) is taxable to non-corporate shareholders at a 20% or 25% rate. The characterization of income as capital gain or ordinary income may affect the deductibility of capital losses. A non-corporate taxpayer may deduct capital losses not offset by capital gains against its ordinary income only up to a maximum of $3,000 annually. A non-corporate taxpayer may carry unused capital losses forward indefinitely. A corporate taxpayer must pay tax on its net capital gain at corporate ordinary-income rates. A corporate taxpayer may deduct capital losses only to the extent of capital gains, with unused losses carried back three years and forward five years.

Redemption of Preferred Shares

Whenever we redeem any preferred shares, the treatment accorded to any redemption by us for cash (as distinguished from a sale, exchange or other disposition) of our preferred shares to a U.S. shareholder of such preferred shares can only be determined on the basis of the particular facts as to each holder at the time of redemption. In general, a U.S. shareholder of our preferred shares will recognize capital gain or loss measured by the difference between the amount received by the holder of such shares upon the redemption and such holder’s adjusted tax basis in the preferred shares redeemed (provided the preferred shares are held as a capital asset) if such redemption (i) results in a “complete termination” of the holder’s interest in all classes of our shares under Section 302(b)(3) of the Code, or (ii) is “not essentially equivalent to a dividend” with respect to the holder of the preferred shares under Section 302(b)(1) of the Code. In applying these tests, there must be taken into account not only the preferred shares being redeemed, but also such holder’s ownership of other classes and series of our shares and any options (including stock purchase rights) to acquire any of the foregoing. The U.S. shareholder of our preferred shares also must take into account any such securities (including options) which are considered to be owned by such holder by reason of the constructive ownership rules set forth in Sections 318 and 302(c) of the Code.

If the U.S. shareholder of preferred shares owns (actually or constructively) none of our voting shares, or owns an insubstantial amount of our voting shares, based upon current law, it is probable that the redemption of preferred shares from such a holder would be considered to be “not essentially equivalent to a dividend.” However, whether a distribution is “not essentially equivalent to a dividend” depends on all of the facts and circumstances, and a U.S. shareholder of our preferred shares intending to rely on any of the tests in this or the preceding paragraph at the time of redemption should consult its tax advisor to determine their application to its particular situation. If the redemption does not meet any of the tests under Section 302 of the Code, then the redemption proceeds received from our preferred shares will be treated as a distribution on our shares as described under “Taxation of U.S. Shareholders — Taxation of Taxable U.S. Shareholders — Taxation of U.S. Shareholders on Distributions.” If the redemption of a holder’s preferred shares is taxed as a dividend, the adjusted basis of such holder’s redeemed preferred shares will be transferred to any other shares held by the holder.

If the holder owns no other shares, under certain circumstances, such basis may be transferred to a related person, or it may be lost entirely.

With respect to a redemption of our preferred shares that is treated as a distribution with respect to our shares, which is not otherwise taxable as a dividend, the IRS has proposed Treasury regulations that would require any basis reduction associated with such a redemption to be applied on a share-by-share basis which could result in taxable gain with respect to some shares, even though the holder’s aggregate basis for the shares would be sufficient to absorb the entire amount of the redemption distribution (in excess of any amount of such distribution treated as a dividend). Additionally, these proposed Treasury regulations would not permit the transfer of basis in the redeemed shares of the preferred shares to the remaining shares held (directly or indirectly) by the redeemed holder. Instead, the unrecovered basis in our preferred shares would be treated as a deferred loss to be recognized when certain conditions are satisfied. These proposed Treasury regulations would be effective for transactions that occur after the date the regulations are

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published as final Treasury regulations. There can, however, be no assurance as to whether, when, and in what particular form such proposed Treasury regulations will ultimately be finalized.

Conversion of Our Preferred Shares into Common Shares.

Except as provided below, a U.S. shareholder generally will not recognize gain or loss upon the conversion of our preferred shares into our common shares. Except as provided below, a U.S. shareholder’s basis and holding period in the common shares received upon conversion generally will be the same as those of the converted preferred shares (but the basis will be reduced by the portion of adjusted tax basis allocated to any fractional common share exchanged for cash). Any common shares received in a conversion that is attributable to accumulated and unpaid dividends on the converted preferred shares will be treated as a distribution on our shares as described above in “Taxation of U.S. Shareholders — Taxation of Taxable U.S. Shareholders — Taxation of U.S. Shareholders on Distributions.” Cash received upon conversion in lieu of a fractional common share generally will be treated as a payment in a taxable exchange for such fractional common share, and gain or loss will be recognized on the receipt of cash in an amount equal to the difference between the amount of cash received and the adjusted tax basis allocable to the fractional common share deemed exchanged. This gain or loss will be long-term capital gain or loss if the U.S. shareholder has held the preferred shares for more than one year. See “— Taxation of U.S. Shareholders — Taxation of Taxable U.S. Shareholders — Taxation of U.S. Shareholders on the Disposition of Common and Preferred Shares.” U.S. shareholders should consult with their tax advisors regarding the U.S. federal income tax consequences of any transaction by which such holder exchanges common shares received on a conversion of preferred shares for cash or other property.

Medicare Tax on Investment Income

Certain U.S. shareholders and U.S. Holders (as defined below) who are individuals, estates or trusts and whose income exceeds certain thresholds may be required to pay a 3.8% Medicare tax on “net investment income” which includes, among other things, dividends on shares, interest on debentures and capital gains from the sale or other disposition of shares or debentures, subject to certain exceptions. Prospective investors should consult their tax advisors regarding the effect, if any, of this legislation on their ownership and disposition of our common shares, preferred shares or debentures.

Information Reporting Requirements and Backup Withholding.

CubeSmart will report to its shareholders and to the IRS the amount of distributions CubeSmart pays during each calendar year and the amount of tax it withholds, if any. A shareholder may be subject to backup withholding at a rate of up to 28% with respect to distributions unless the holder:

· is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact; or

· provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with the applicable requirements of the backup withholding rules.

A shareholder who does not provide CubeSmart with its correct taxpayer identification number also may be subject to penalties imposed by the IRS. In addition, CubeSmart may be required to withhold a portion of capital gain distributions to any shareholders who fail to certify their non-foreign status to CubeSmart. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the shareholder’s income tax liability, provided the required information is timely furnished to the IRS.

Taxation of Tax-Exempt Shareholders

Tax-exempt entities, including qualified employee pension and profit sharing trusts and individual retirement accounts and annuities, generally are exempt from U.S. federal income taxation. However, they are subject to taxation on their “unrelated business taxable income.” While many investments in real estate generate unrelated business taxable income, the IRS has issued a ruling that dividend distributions from a REIT to an exempt employee pension trust do not constitute unrelated business taxable income so long as the exempt employee pension trust does not otherwise use the shares of the REIT in an unrelated trade or business of the pension trust. Based on that ruling, amounts CubeSmart distributes to tax-exempt shareholders generally should not constitute unrelated business taxable income. However, if a

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tax-exempt shareholder were to finance its acquisition of common shares or preferred shares with debt, a portion of the income it received from CubeSmart would constitute unrelated business taxable income pursuant to the “debt-financed property” rules. Furthermore, social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, and qualified group legal services plans that are exempt from taxation under special provisions of the U.S. federal income tax laws are subject to different unrelated business taxable income rules, which generally will require them to characterize distributions they receive from CubeSmart as unrelated business taxable income.

In certain circumstances, a qualified employee pension or profit-sharing trust that owns more than 10% of CubeSmart’s shares of beneficial interest (by value) must treat a percentage of the dividends it receives from CubeSmart as unrelated business taxable income. Such percentage is equal to the gross income CubeSmart derives from an unrelated trade or business, determined as if CubeSmart were a pension trust, divided by its total gross income for the year in which it pays the dividends. This rule applies to a pension trust holding more than 10% of CubeSmart shares only if:

· the percentage of CubeSmart’s dividends which the tax-exempt trust must treat as unrelated business taxable income is at least 5%;

· CubeSmart is a “pension-held REIT,” that is, CubeSmart qualifies as a REIT by reason of the modification of the rule requiring that no more than 50% of CubeSmart’s shares of beneficial interest be owned by five or fewer individuals that allows the beneficiaries of the pension trust to be treated as holding CubeSmart’s shares in proportion to their actuarial interests in the pension trust; and

· either: (i) one pension trust owns more than 25% of the value of CubeSmart’s shares of beneficial interest; or (ii) one or more pension trusts each individually holding more than 10% of the value of CubeSmart’s shares of beneficial interest collectively owns more than 50% of the value of CubeSmart’s shares of beneficial interest.

Certain restrictions on ownership and transfer of CubeSmart’s shares should generally prevent a tax-exempt entity from owning more than 10% of the value of its shares, or CubeSmart from becoming a pension-held REIT.

Tax-exempt U.S. shareholders are urged to consult their tax advisor regarding the U.S. federal, state, local and foreign tax consequences of the acquisition, ownership and disposition of CubeSmart shares.

Taxation of Non-U.S. Shareholders

The term “non-U.S. shareholder” means a holder of CubeSmart common shares or preferred shares that is not a U.S. shareholder or a partnership (or an entity treated as a partnership for U.S. federal income tax purposes). The rules governing U.S. federal income taxation of non-U.S. shareholders are complex. This section is only a summary of such rules. We urge non-U.S. shareholders to consult their own tax advisors to determine the impact of federal, state, local and foreign income tax laws on ownership of common shares or preferred shares, including any reporting requirements.

Taxation of Distributions. A non-U.S. shareholder that receives a distribution which is not attributable to gain from CubeSmart’s sale or exchange of a “United States real property interest” (“USRPI”) (discussed below) and that CubeSmart does not designate a capital gain dividend or retained capital gain will recognize ordinary income to the extent that CubeSmart pays such distribution out of CubeSmart’s current or accumulated earnings and profits.

A withholding tax equal to 30% of the gross amount of the distribution ordinarily will apply unless an applicable tax treaty reduces or eliminates the tax. However, a non-U.S. shareholder generally will be subject to U.S. federal income tax at graduated rates on any distribution treated as effectively connected with the non-U.S. shareholder’s conduct of a U.S. trade or business, in the same manner as U.S. shareholders are taxed on distributions. A corporate non-U.S. shareholder may, in addition, be subject to the 30% branch profits tax with respect to that distribution. CubeSmart plans to withhold U.S. income tax at the rate of 30% on the gross amount of any distribution paid to a non-U.S. shareholder unless either:

· a lower treaty rate applies and the non-U.S. shareholder files a properly completed IRS Form W-8BEN or W-8BEN-E (or other applicable form) evidencing eligibility for that reduced rate with us; or

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· the non-U.S. shareholder files an IRS Form W-8ECI (or other applicable form) with CubeSmart claiming that the distribution is effectively connected income.

A non-U.S. shareholder will not incur tax on a distribution in excess of CubeSmart’s current and accumulated earnings and profits if the excess portion of such distribution does not exceed the adjusted basis of its common shares or preferred shares. Instead, the excess portion of the distribution will reduce the adjusted basis of such shares. A non-U.S. shareholder will be subject to tax on a distribution that exceeds both CubeSmart’s current and accumulated earnings and profits and the adjusted basis of its shares, if the non-U.S. shareholder otherwise would be subject to tax on gain from the sale or disposition of common shares or preferred shares, as described below. Because CubeSmart generally cannot determine at the time CubeSmart makes a distribution whether the distribution will exceed CubeSmart’s current and accumulated earnings and profits, CubeSmart normally will withhold tax on the entire amount of any distribution at the same rate as CubeSmart would withhold on a dividend. However, a non-U.S. shareholder may obtain a refund of amounts CubeSmart withholds if CubeSmart later determines that a distribution in fact exceeded CubeSmart’s current and accumulated earnings and profits.

CubeSmart may be required to withhold 15%  (increased from 10% effective February 17, 2016) of any distribution that exceeds CubeSmart’s current and accumulated earnings and profits. Consequently, although CubeSmart intends to withhold at a rate of 30% on the entire amount of any distribution, to the extent CubeSmart does not do so, CubeSmart may withhold at a rate of 15% on any portion of a distribution not subject to withholding at a rate of 30%.

For any year in which CubeSmart qualifies as a REIT, except as discussed below with respect to 10% or less holders of regularly traded classes of shares, a non-U.S. shareholder will incur tax on distributions attributable to gain from CubeSmart’s sale or exchange of a USRPI under the Foreign Investment in Real Property Tax Act of 1980, or “FIRPTA.” A USRPI includes certain interests in real property and shares in United States corporations at least 50% of whose assets consist of interests in real property. Under FIRPTA, a non-U.S. shareholder is taxed on distributions attributable to gain from sales of USRPIs as if the gain were effectively connected with the conduct of a U.S. business of the non-U.S. shareholder. A non-U.S. shareholder would be taxed on such a distribution at the normal capital gain rates applicable to U.S. shareholders, subject to applicable alternative minimum tax and a special alternative minimum tax in the case of a nonresident alien individual. A non-U.S. corporate shareholder not entitled to treaty relief or exemption also may be subject to the 30% branch profits tax on such a distribution. CubeSmart must withhold 35% of any distribution that CubeSmart could designate as a capital gain dividend. A non-U.S. shareholder may receive a credit against its tax liability for the amount CubeSmart withholds.

Effective December 18, 2015, our shares will not be treated as a USRPI when held, directly or indirectly, by a qualified shareholder and, therefore, FIRPTA will not apply to such shares.  However, certain investors in a qualified shareholder that owns more than 10% of our shares (directly or indirectly) that are not themselves qualified shareholders may be subject to FIRPTA withholding.  A “qualified shareholder” is a foreign entity that (1)(i) is eligible for the benefits of a comprehensive income tax treaty with the United States that includes an exchange of information program and the principal class of interests of which is listed and regularly traded on one or more recognized stock exchanges (as defined in such comprehensive income tax treaty), or (ii) is a foreign partnership that is created or organized under foreign law as a limited partnership in a jurisdiction that has an agreement for the exchange of information with respect to taxes with the United States and has a class of limited partnership units which is regularly traded on the New York Stock Exchange or Nasdaq Stock Market and the value of such class of limited partnership units is greater than 50% of the value of all of the partnership units of the foreign partnership, (2) is a qualified collective investment vehicle, and (3) maintains records on the identity of each person who, at any time during the foreign person’s taxable year, holds directly 5% or more of the class of interests described in (1)(i) or (ii).  A “qualified collective investment vehicle” is a foreign person that (x) under the comprehensive income tax treaty described in (1)(i) or (ii) would be eligible for a reduced rate of withholding with respect to dividends paid by a REIT even if such person owned more than 10% of the REIT, (y) is a publicly traded partnership that is a withholding foreign partnership, and would be treated as a United States real property holding corporation if it were a United States corporation, or (z) which is designated as a qualified collective investment vehicle by the Secretary of the Treasury and is either (1) fiscally transparent or (2) required to include dividends in its gross income, but is entitled to a deduction for distributions to its equity investors.  Additionally, effective December 18, 2015, qualified foreign pension funds will not be subject to FIRPTA withholding.  The rules concerning qualified shareholders and qualified foreign pension funds are complex and investors who believe they may be qualified shareholders or qualified foreign pension funds should consult with their own tax advisors to find out if these rules are applicable to them. 

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However, distributions attributable to gain from sales or exchanges by CubeSmart of USRPIs are treated as ordinary dividends (not subject to the 35% withholding tax under FIRPTA) if the distribution is made to a non-U.S. shareholder with respect to any class of shares which is “regularly traded” on an established securities market located in the United States and if the non-U.S. shareholder did not own more than 5% of such class of shares at any time during the taxable year.  Such distributions will generally be subject to a 30% U.S. withholding tax (subject to reduction under applicable treaty) but a non-U.S. shareholder will not be required to report the distribution on a U.S. tax return.  In addition, the branch profits tax will not apply to such distributions.

Taxation of Disposition of Shares. A non-U.S. shareholder generally will not incur tax under FIRPTA with respect to gain on a sale of common shares or preferred shares as long as CubeSmart is a “domestically-controlled REIT,” which means that at all times non-U.S. persons hold, directly or indirectly, less than 50% in value of all outstanding CubeSmart shares.

CubeSmart cannot assure you that this test will be met. Further, even if CubeSmart is a domestically controlled REIT, pursuant to “wash sale” rules under FIRPTA, a non-U.S. shareholder may incur tax under FIRPTA. The “wash sale” rule applies to the extent such non-U.S. shareholder disposes of CubeSmart shares during the 30-day period preceding a dividend payment, and such non-U.S. shareholder (or a person related to such non-U.S. shareholder) acquires or enters into a contract or option to acquire CubeSmart common shares or preferred shares within 61 days of the 1st day of the 30 day period described above, and any portion of such dividend payment would, but for the disposition, be treated as a USRPI capital gain to such non-U.S. shareholder, then such non-U.S. shareholder shall be treated as having USRPI capital gain in an amount that, but for the disposition, would have been treated as USRPI capital gain.

In addition, a non-U.S. shareholder that owns, actually or constructively, 10% or less of the outstanding common shares or preferred shares at all times during a specified testing period will not incur tax under FIRPTA on gain from a sale of such common shares or preferred shares if such shares are “regularly traded” on an established securities market. Because CubeSmart’s common shares and preferred shares are “regularly traded” on an established securities market, CubeSmart expects that a non-U.S. shareholder generally will not incur tax under FIRPTA on gain from a sale of common shares or preferred shares unless it owns or has owned more than 10% of such common shares or preferred shares at any time during the five year period to such sale. Any gain subject to tax under FIRPTA will be treated in the same manner as it would be in the hands of U.S. shareholders, subject to alternative minimum tax, but under a special alternative minimum tax in the case of nonresident alien individuals, and the purchaser of the shares could be required to withhold 10% of the purchase price and remit such amount to the IRS.

A non-U.S. shareholder generally will incur tax on gain not subject to FIRPTA if:

· the gain is effectively connected with the conduct of the non-U.S. shareholder’s U.S. trade or business, in which case the non-U.S. shareholder will be subject to the same treatment as U.S. shareholders with respect to the gain; or

· the non-U.S. shareholder is a nonresident alien individual who was present in the U.S. for 183 days or more during the taxable year and has a “tax home” in the United States, in which case the non-U.S. shareholder will incur a 30% tax on capital gains.

Redemptions of Our Preferred Shares. Whenever we redeem any preferred shares, the treatment accorded to any redemption by us for cash (as distinguished from a sale, exchange or other disposition) of our preferred shares to a non-U.S. shareholder of such preferred shares can only be determined on the basis of the particular facts as to each holder at the time of redemption. In general, a non-U.S. shareholder of our preferred shares will recognize capital gain or loss measured by the difference between the amount received by the holder of such shares upon the redemption and such holder’s adjusted tax basis in the preferred shares redeemed (provided the preferred shares are held as a capital asset) if such redemption (i) results in a “complete termination” of the holder’s interest in all classes of our shares under Section 302(b)(3) of the Code, or (ii) is “not essentially equivalent to a dividend” with respect to the holder of the preferred shares under Section 302(b)(1) of the Code. In applying these tests, there must be taken into account not only the preferred shares being redeemed, but also such holder’s ownership of other classes and series of our shares and any options (including stock purchase rights) to acquire any of the foregoing. The non-U.S. shareholder of our preferred shares also must take into account any such securities (including options) which are considered to be owned by such holder by reason of the constructive ownership rules set forth in Sections 318 and 302(c) of the Code.

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If the non-U.S. shareholder of preferred shares owns (actually or constructively) none of our voting shares, or owns an insubstantial amount of our voting shares, based upon current law, it is probable that the redemption of preferred shares from such a holder would be considered to be “not essentially equivalent to a dividend.” However, whether a distribution is “not essentially equivalent to a dividend” depends on all of the facts and circumstances, and a non-U.S. shareholder of our preferred shares intending to rely on any of the tests in this or the preceding paragraph at the time of redemption should consult its tax advisor to determine their application to its particular situation. If the redemption does not meet any of the tests under Section 302 of the Code, then the redemption proceeds received from our preferred shares will be treated as a distribution on our shares as described under “Taxation of Shareholders — Taxation of Non-U.S. Shareholders — Taxation of Distributions.”

If the redemption of a holder’s preferred shares is taxed as a dividend, the adjusted basis of such holder’s redeemed preferred shares will be transferred to any other shares held by the holder. If the holder owns no other shares, under certain circumstances, such basis may be transferred to a related person, or it may be lost entirely.

With respect to a redemption of our preferred shares that is treated as a distribution with respect to our shares, which is not otherwise taxable as a dividend, the IRS has proposed Treasury regulations that would require any basis reduction associated with such a redemption to be applied on a share-by-share basis which could result in taxable gain with respect to some shares, even though the holder’s aggregate basis for the shares would be sufficient to absorb the entire amount of the redemption distribution (in excess of any amount of such distribution treated as a dividend). Additionally, these proposed Treasury regulations would not permit the transfer of basis in the redeemed shares of the preferred shares to the remaining shares held (directly or indirectly) by the redeemed holder. Instead, the unrecovered basis in our preferred shares would be treated as a deferred loss to be recognized when certain conditions are satisfied. These proposed Treasury regulations would be effective for transactions that occur after the date the regulations are published as final Treasury regulations. There can, however, be no assurance as to whether, when, and in what particular form such proposed Treasury regulations will ultimately be finalized.

Conversion of Our Preferred Shares into Common Shares. Except as provided below, a non-U.S. shareholder generally will not recognize gain or loss upon the conversion of our preferred shares into our common shares, provided our preferred shares do not constitute a USRPI. Even if our preferred shares do constitute a USRPI, provided our common shares also constitute a USRPI, a non-U.S. shareholder generally will not recognize gain or loss upon a conversion of our preferred shares into our common shares provided certain reporting requirements are satisfied. Except as provided below, a non-U.S. shareholder’s basis and holding period in the common shares received upon conversion will be the same as those of the converted preferred shares (but the basis will be reduced by the portion of adjusted tax basis allocated to any fractional common share exchanged for cash). Any common shares received in a conversion that are attributable to accumulated and unpaid dividends on the converted preferred shares will be treated as a distribution on our shares as described under “— Taxation of Shareholders — Taxation of Non-U.S. Shareholders — Taxation of Distributions.” Cash received upon conversion in lieu of a fractional common share generally will be treated as a payment in a taxable exchange for such fractional common share as described under “— Taxation of Shareholders — Taxation of Non-U.S. Shareholders — Taxation of Disposition of Shares.” Non-U.S. shareholders should consult with their tax advisor regarding the U.S. federal income tax consequences of any transaction by which such holder exchanges common shares received on a conversion of preferred shares for cash or other property.

Information Reporting and Backup Withholding Applicable to non-U.S. Shareholders

CubeSmart must report annually to the IRS and to each non-U.S. shareholder the amount of dividends paid to such holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. shareholder resides under the provisions of an applicable income tax treaty.

Payments of dividends or of proceeds from the disposition of shares made to a non-U.S. shareholder may be subject to information reporting and backup withholding unless such holder establishes an exemption, for example, by properly certifying its non-United States status on a properly completed IRS Form W-8 BEN or W-8BEN-E or another appropriate version of IRS Form W-8. Notwithstanding the foregoing, backup withholding may apply if either CubeSmart or its paying agent has actual knowledge, or reason to know, that a non-U.S. shareholder is a United States person.

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Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the shareholder’s income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Requirements under “FATCA”

Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”), payments of dividends to a non-U.S. shareholder will be subject to 30% withholding tax if the non-U.S. shareholder fails to provide the withholding agent with documentation sufficient to show that it is compliant with the FATCA or otherwise exempt from withholding under FATCA. Generally, such documentation is provided on an executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable.  If a dividend payment is both subject to withholding under FATCA and subject to withholding tax discussed above, the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. Starting in 2019, the gross proceeds from certain capital gain dividends or the disposition of our common stock may also be subject to FATCA withholding absent proof of FATCA compliance prior to January 1, 2019.  Non-U.S. shareholders should consult their tax advisors to determine the applicability of this legislation in light of their individual circumstances.

Legislative or Other Actions Affecting REITs

The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. No assurance can be given as to whether, when, or in what form, the U.S. federal income tax laws applicable to CubeSmart and its shareholders may be enacted. Changes to the federal tax laws and interpretations of U.S. federal tax laws could adversely affect an investment in CubeSmart shares.

Taxation of Holders of Debt Securities

This section describes the material U.S. federal income tax consequences of owning the debt securities that the Operating Partnership may offer. This summary is for general information only and is not tax advice. The tax consequences of owning any particular issue of debt securities will be discussed in the applicable prospectus.

As used herein, a “U.S. Holder” means a beneficial owner of debt securities of the Operating Partnership, who is, for U.S. federal income tax purposes:

· a citizen or individual resident of the United States,

· a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, or any of its states, or the District of Columbia,

· an estate the income of which is subject to U.S. federal income taxation regardless of its source, or

· any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person.

If a partnership holds debt securities, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding debt securities of the Operating Partnership, you should consult your tax advisor regarding the consequences of the ownership and disposition of debt securities by the partnership.

Taxation of Taxable U.S. Holders

Interest. The stated interest on debt securities generally will be taxable to a U.S. Holder as ordinary income at the time that it is paid or accrued, in accordance with the U.S. Holder’s method of accounting for U.S. federal income tax purposes.

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Original Issue Discount. If you own debt securities issued with original issue discount (“OID”), you will be subject to special tax accounting rules, as described in greater detail below. In that case, you should be aware that you generally must include OID in gross income in advance of the receipt of cash attributable to that income. However, you generally will not be required to include separately in income cash payments received on the debt securities, even if denominated as interest, to the extent those payments do not constitute “qualified stated interest,” as defined below. If we determine that a particular debt security will be an OID debt security, we will disclose that determination in the prospectus relating to those debt securities.

A debt security with an “issue price” that is less than the “stated redemption price at maturity” (the sum of all payments to be made on the debt security other than “qualified stated interest”) generally will be issued with OID if that difference is at least 0.25% of the stated redemption price at maturity multiplied by the number of complete years to maturity. The “issue price” of each debt security in a particular offering will be the first price at which a substantial amount of that particular offering is sold to the public. The term “qualified stated interest” means stated interest that is unconditionally payable in cash or in property, other than debt instruments of the issuer, and the interest to be paid meets all of the following conditions:

· it is payable at least once per year;

· it is payable over the entire term of the debt security; and

· it is payable at a single fixed rate or, subject to certain conditions, based on one or more interest indices.

If we determine that particular debt securities of a series will bear interest that is not qualified stated interest, we will disclose that determination in the prospectus relating to those debt securities.

If you own a debt security issued with “de minimis” OID, which is discount that is not OID because it is less than 0.25% of the stated redemption price at maturity multiplied by the number of complete years to maturity, you generally must include the de minimis OID in income at the time principal payments on the debt securities are made in proportion to the amount paid. Any amount of de minimis OID that you have included in income will be treated as capital gain.

Certain of the debt securities may contain provisions permitting them to be redeemed prior to their stated maturity at our option and/or at your option. OID debt securities containing those features may be subject to rules that differ from the general rules discussed herein. If you are considering the purchase of OID debt securities with those features, you should carefully examine the applicable prospectus and should consult your own tax advisor with respect to those features since the tax consequences to you with respect to OID will depend, in part, on the particular terms and features of the debt securities.

If you own OID debt securities with a maturity upon issuance of more than one year you generally must include OID in income in advance of the receipt of some or all of the related cash payments using the “constant yield method” described in the following paragraphs. This method takes into account the compounding of interest.

The amount of OID that you must include in income if you are the initial United States holder of an OID debt security is the sum of the “daily portions” of OID with respect to the debt security for each day during the taxable year or portion of the taxable year in which you held that debt security (“accrued OID”). The daily portion is determined by allocating to each day in any “accrual period” a pro rata portion of the OID allocable to that accrual period. The “accrual period” for an OID debt security may be of any length and may vary in length over the term of the debt security, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs on the first day or the final day of an accrual period. The amount of OID allocable to any accrual period is an amount equal to the excess, if any, of:

· the debt security’s “adjusted issue price” at the beginning of the accrual period multiplied by its yield to maturity, determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period, over

· the aggregate of all qualified stated interest allocable to the accrual period.

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OID allocable to a final accrual period is the difference between the amount payable at maturity, other than a payment of qualified stated interest, and the adjusted issue price at the beginning of the final accrual period. Special rules will apply for calculating OID for an initial short accrual period. The “adjusted issue price” of a debt security at the beginning of any accrual period is equal to its issue price increased by the accrued OID for each prior accrual period, determined without regard to the amortization of any acquisition or bond premium, as described below, and reduced by any payments made on the debt security (other than qualified stated interest) on or before the first day of the accrual period. Under these rules, you will generally have to include in income increasingly greater amounts of OID in successive accrual periods. We are required to provide information returns stating the amount of OID accrued on debt securities held of record by persons other than corporations and other exempt holders.

Floating rate debt securities are subject to special OID rules. In the case of an OID debt security that is a floating rate debt security, both the “yield to maturity” and “qualified stated interest” will be determined solely for purposes of calculating the accrual of OID as though the debt security will bear interest in all periods at a fixed rate generally equal to the rate that would be applicable to interest payments on the debt security on its date of issue or, in the case of certain floating rate debt securities, the rate that reflects the yield to maturity that is reasonably expected for the debt security. Additional rules may apply if either:

· the interest on a floating rate debt security is based on more than one interest index; or

· the principal amount of the debt security is indexed in any manner.

This discussion does not address the tax rules applicable to debt securities with an indexed principal amount. If you are considering the purchase of floating rate OID debt securities or securities with indexed principal amounts, you should carefully examine the prospectus relating to those debt securities, and should consult your own tax advisor regarding the U.S. federal income tax consequences to you of holding and disposing of those debt securities.

You may elect to treat all interest on any debt securities as OID and calculate the amount includible in gross income under the constant yield method described above. For purposes of this election, interest includes stated interest, acquisition discount, OID, de minimis OID, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium or acquisition premium. You must make this election for the taxable year in which you acquired the debt security, and you may not revoke the election without the consent of the IRS. You should consult with your own tax advisor about this election.

Market Discount. If you purchase debt securities, other than OID debt securities, after original issuance for an amount that is less than their stated redemption price at maturity, or, in the case of OID debt securities, their adjusted issue price, the amount of the difference will be treated as “market discount” for U.S. federal income tax purposes, unless that difference is less than a specified de minimis amount. Under the market discount rules, you will be required to treat any principal payment on, or any gain on the sale, exchange, retirement or other disposition of, the debt securities as ordinary income to the extent of the market discount that you have not previously included in income and are treated as having accrued on the debt securities at the time of their payment or disposition. In addition, you may be required to defer, until the maturity of the debt securities or their earlier disposition in a taxable transaction, the deduction of all or a portion of the interest expense on any indebtedness attributable to the debt securities. You may elect, on a debt security-by-debt security basis, to deduct the deferred interest expense in a tax year prior to the year of disposition. You should consult your own tax advisor before making this election.

Any market discount will be considered to accrue ratably during the period from the date of acquisition to the maturity date of the debt securities, unless you elect to accrue on a constant interest method. You may elect to include market discount in income currently as it accrues, on either a ratable or constant interest method, in which case the rule described above regarding deferral of interest deductions will not apply. Your election to include market discount in income currently, once made, applies to all market discount obligations acquired by you on or after the first taxable year to which your election applies and may not be revoked without the consent of the IRS. You should consult your own tax advisor before making this election.

Acquisition Premium and Amortizable Bond Premium. If you purchase OID debt securities for an amount that is greater than their adjusted issue price but equal to or less than the sum of all amounts payable on the debt securities after the purchase date other than payments of qualified stated interest, you will be considered to have purchased those debt securities at an “acquisition premium.” Under the acquisition premium rules, the amount of OID that you must include in gross income with respect to those debt securities for any taxable year will be reduced by the portion of the acquisition premium properly allocable to that year.

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If you purchase debt securities (including OID debt securities) for an amount in excess of the sum of all amounts payable on those debt securities after the purchase date other than qualified stated interest, you will be considered to have purchased those debt securities at a “premium” and, if they are OID debt securities, you will not be required to include any OID in income. You generally may elect to amortize the premium over the remaining term of those debt securities on a constant yield method as an offset to interest when includible in income under your regular accounting method.

In the case of debt securities that provide for alternative payment schedules, bond premium is calculated by assuming that (a) you will exercise or not exercise options in a manner that maximizes your yield, and (b) we will exercise or not exercise options in a manner that minimizes your yield. If you do not elect to amortize bond premium, that premium will decrease the gain or increase the loss you would otherwise recognize on disposition of the debt security. Your election to amortize premium on a constant yield method will also apply to all debt obligations held or subsequently acquired by you on or after the first day of the first taxable year to which the election applies. You may not revoke the election without the consent of the IRS. You should consult your own tax advisor before making this election.

Sale, Exchange and Retirement of Debt Securities. A U.S. Holder of debt securities will recognize gain or loss upon the sale, exchange, retirement, redemption or other taxable disposition of such debt securities in an amount equal to the difference between:

· the amount of cash and the fair market value of other property received in exchange for such debt securities, other than amounts attributable to accrued but unpaid stated interest, which will be subject to tax as ordinary income to the extent not previously included in income; and

· the U.S. Holder’s adjusted tax basis in such debt securities.

A U.S. Holder’s adjusted tax basis in a debt security generally will equal the cost of the debt security to such holder (A) increased by the amount of OID or accrued market discount (if any) previously included in income by such holder and (B) decreased by the amount of (1) any payments other than qualified stated interest payments and (2) any amortizable bond premium taken by the holder.

Any gain or loss recognized will generally be capital gain or loss, and such capital gain or loss will generally be long-term capital gain or loss if the debt security has been held by the U.S. Holder for more than one year. Long-term capital gain for non-corporate taxpayers is subject to reduced rates of U.S. federal income taxation (currently, a 20% maximum federal rate). The deductibility of capital losses is subject to certain limitations.

If a U.S. Holder recognizes a loss upon a subsequent disposition of debt securities in an amount that exceeds a prescribed threshold, it is possible that the provisions of Treasury regulations involving “reportable transactions” could apply, with a resulting requirement to separately disclose the loss generating transactions to the IRS. While these regulations are directed towards “tax shelters,” they are written broadly, and apply to transactions that would not typically be considered tax shelters. Significant penalties apply for failure to comply with these requirements. You should consult your tax advisor concerning any possible disclosure obligation with respect to the receipt or disposition of debt securities, or transactions that might be undertaken directly or indirectly by us. Moreover, you should be aware that we and other participants in transactions involving us (including our advisors) might be subject to disclosure or other requirements pursuant to these regulations.

Medicare Tax on Investment Income

Certain U.S. Shareholders and U.S. Holders who are individuals, estates or trusts and whose income exceeds certain thresholds may be required to pay a 3.8% Medicare tax on “net investment income” which includes, among other things, dividends on shares, interest on debentures and capital gains from the sale or other disposition of shares or debentures, subject to certain exceptions. Prospective investors should consult their tax advisors regarding the effect, if any, of this legislation on their ownership and disposition of our common shares, preferred shares or debentures.

Taxation of Tax-Exempt Holders of Debt Securities

Assuming the debt security is debt for tax purposes, interest income accrued on the debt security should not constitute unrelated business taxable income to a tax-exempt holder. As a result, a tax-exempt holder

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generally should not be subject to U.S. federal income tax on the interest income accruing on debt securities of the Operating Partnership. Similarly, any gain recognized by the tax-exempt holder in connection with a sale of the debt security generally should not be unrelated business taxable income. However, if a tax-exempt holder were to finance its acquisition of the debt security with debt, a portion of the interest income and gain attributable to the debt security would constitute unrelated business taxable income pursuant to the “debt-financed property” rules. Tax-exempt holders should consult their own counsel to determine the potential tax consequences of an investment in debt securities of the Operating Partnership.

Taxation of Non-U.S. Holders of Debt Securities

The term “non-U.S. Holder” means a holder of debt securities of the Operating Partnership that is not a U.S. Holder or a partnership (or an entity treated as a partnership for U.S. federal income tax purposes). The rules governing U.S. federal income taxation of non-U.S. Holders are complex. This section is only a summary of such rules. We urge non-U.S. Holders to consult their own tax advisors to determine the impact of federal, state, local and foreign income tax laws on ownership of debt securities, including any reporting requirements.

Interest. Interest (including OID) paid to a non-U.S. Holder of debt securities will not be subject to U.S. federal income or withholding tax under the “portfolio interest exemption,” provided that:

· interest paid on debt securities is not effectively connected with a non-U.S. Holder’s conduct of a trade or business in the United States;

· the non-U.S. Holder does not actually or constructively own 10% or more of the capital or profits interest in the Operating Partnership;

· the non-U.S. Holder is not

· a controlled foreign corporation with respect to which the Operating Partnership is a “related person” within the meaning of Section 864(d) of the Code; or

· a bank that receives such interest on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and

· the beneficial owner of debt securities provides a certification, which is generally made on an IRS Form W-8BEN of W-8BEN-E or other applicable form or a suitable substitute form and signed under penalties of perjury, that it is not a United States person.

A payment of interest (including OID) to a non-U.S. Holder that does not qualify for the portfolio interest exemption and that is not effectively connected to a United States trade or business will be subject to United States federal withholding tax at a rate of 30%, unless a United States income tax treaty applies to reduce or eliminate withholding.

A non-U.S. Holder will generally be subject to tax in the same manner as a U.S. Holder with respect to payments of interest (including OID) if such payments are effectively connected with the conduct of a trade or business by the non-U.S. Holder in the United States and, if an applicable tax treaty provides, such gain is attributable to a United States permanent establishment maintained by the non-U.S. Holder. In some circumstances, such effectively connected income received by a non-U.S. Holder which is a corporation may be subject to an additional “branch profits tax” at a 30% base rate or, if applicable, a lower treaty rate.

To claim the benefit of a lower treaty rate or to claim exemption from withholding because the income is effectively connected with a United States trade or business, the non-U.S. Holder must provide a properly executed IRS Form W-8BEN or W-8BEN-E or IRS Form W-8ECI or other applicable form, or a suitable substitute form, as applicable, prior to the payment of interest. Such certificate must contain, among other information, the name and address of the non-U.S. Holder.

Non-U.S. Holders are urged to consult their own tax advisors regarding applicable income tax treaties, which may provide different rules.

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Sale or Retirement of Debt Securities. A non-U.S. Holder generally will not be subject to U.S. federal income tax or withholding tax on gain realized on the sale, exchange or redemption of debt securities unless:

· the non-U.S. Holder is a non-resident alien individual who is present in the United States for 183 days or more in the taxable year of the sale, exchange or redemption, and certain other conditions are met; or

· the gain is effectively connected with the conduct of a trade or business of the non-U.S. Holder in the United States and, if an applicable tax treaty so provides, such gain is attributable to a United States permanent establishment maintained by such holder.

Except to the extent that an applicable tax treaty provides otherwise, a non-U.S. Holder will generally be subject to tax in the same manner as a U.S. Holder with respect to gain realized on the sale, exchange or redemption of debt securities if such gain is effectively connected with the conduct of a trade or business by the non-U.S. Holder in the United States and, if an applicable tax treaty provides, such gain is attributable to a United States permanent establishment maintained by the non-U.S. Holder. In certain circumstances, a non-U.S. Holder that is a corporation will be subject to an additional “branch profits tax” at a 30% rate or, if applicable, a lower treaty rate on such income.

U.S. Federal Estate Tax. Your estate will not be subject to U.S. federal estate tax on the debt securities beneficially owned by you at the time of your death, provided that any payment to you on the debt securities, including OID, would be eligible for exemption from the 30% U.S. federal withholding tax under the “portfolio interest exemption” described above, without regard to the certification requirement.

Information Reporting and Backup Withholding Applicable to Holders of Debt Securities

U.S. Holders

Certain U.S. Holders may be subject to information reporting requirements on payments of principal and interest (including OID) on debt securities and payments of the proceeds of the sale, exchange, or redemption of debt securities, and backup withholding, currently imposed at a rate of 28%, may apply to such payment if the U.S. Holder:

· fails to furnish an accurate taxpayer identification number, or TIN, to the payor in the manner required;

· is notified by the IRS that it has failed to properly report payments of interest or dividends; or

· under certain circumstances, fails to certify, under penalties of perjury, that it has furnished a correct TIN and that it has not been notified by the IRS that it is subject to backup withholding.

Non-U.S. Holders

A non-U.S. Holder is generally not subject to backup withholding with respect to payments of interest (including OID) on debt securities if it certifies as to its status as a non-U.S. Holder under penalties of perjury or if it otherwise establishes an exemption, provided that neither we nor our paying agent has actual knowledge or reason to know that the non-U.S. Holder is a United States person or that the conditions of any other exemptions are not, in fact, satisfied. Information reporting requirements, however, will apply to payments of interest (including OID) to non-U.S. Holders where such interest is subject to withholding or exempt from United States withholding tax pursuant to a tax treaty. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the non-U.S. Holder resides.

The payment of the proceeds from the disposition of debt securities to or through the United States office of any broker, United States or foreign, will be subject to information reporting and possible backup withholding unless the owner certifies as to its non-United States status under penalties of perjury or otherwise establishes an exemption, provided that the broker does not have actual knowledge or reason to know that the non-U.S. Holder is a United States person or that the conditions of any other exemption are not, in fact, satisfied.

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The payment of the proceeds from the disposition of debt securities to or through a non-United States office of a non-United States broker that is not a “United States related person” generally will not be subject to information reporting or backup withholding. For this purpose, a “United States related person” is:

· a controlled foreign corporation for U.S. federal income tax purposes;

· a foreign person 50% or more of whose gross income from all sources for the three-year period ending with the close of its taxable year preceding the payment, or for such part of the period that the broker has been in existence, is derived from activities that are effectively connected with the conduct of a United States trade or business; or

· a foreign partnership that at any time during the partnership’s taxable year is either engaged in the conduct of a trade or business in the United States or of which 50% or more of its income or capital interests are held by United States persons.

In the case of the payment of proceeds from the disposition of debt securities to or through a non-United States office of a broker that is either a United States person or a United States related person, the payment may be subject to information reporting unless the broker has documentary evidence in its files that the owner is a non-U.S. Holder and the broker has no knowledge or reason to know to the contrary. Backup withholding will not apply to payments made through foreign offices of a broker that is a United States person or a United States related person, absent actual knowledge that the payee is a United States person.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a Holder will be allowed as a refund or a credit against such Holder’s U.S. federal income tax liability, provided that the requisite procedures are followed.

Holders of debt securities are urged to consult their tax advisors regarding their qualification for exemption from backup withholding and the procedure for obtaining such an exemption, if applicable.

FATCA Withholding

Payments of interest to a non-U.S. holder will be subject to a 30% withholding tax if the non-U.S. holder fails to provide the withholding agent with documentation sufficient to show that it is compliant with FATCA. Generally such documentation is provided on an executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. If interest is subject to the 30% tax under FATCA, it will not be subject to the 30% tax described above under “Taxation of Non-U.S. Shareholders” and “Taxation of Non-U.S. Holders of Debt Securities.”  Effective on January 1, 2019, payments of the gross proceeds may also be subject to FATCA withholding absent proof of FATCA compliance. Prospective investors should consult their tax advisors regarding the possible implications of this legislation on their investment in common shares or preferred shares of CubeSmart or debt securities of the Operating Partnership.

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XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Feb. 17, 2017	Jun. 30, 2016
Document and Entity Information
Entity Registrant Name	CubeSmart
Entity Central Index Key	0001298675
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 5,504,356,819
Entity Common Stock, Shares Outstanding		180,171,863
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	FY

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
ASSETS
Storage facilities	$ 3,998,180	$ 3,467,032
Less: Accumulated depreciation	(671,364)	(594,049)
Storage facilities, net (including VIE assets of $208,048 and $136,274, respectively)	3,326,816	2,872,983
Cash and cash equivalents	2,973	62,869
Restricted cash	7,893	24,600
Loan procurement costs, net of amortization	2,150	2,800
Investment in real estate venture, at equity	98,682	97,281
Other assets, net	36,514	43,631
Total assets	3,475,028	3,104,164
LIABILITIES AND EQUITY
Unsecured senior notes, net	1,039,076	741,904
Revolving credit facility	43,300
Unsecured term loans, net	398,749	398,183
Mortgage loans and notes payable, net	114,618	111,455
Accounts payable, accrued expenses and other liabilities	93,764	85,034
Distributions payable	49,239	38,685
Deferred revenue	20,226	17,519
Security deposits	412	403
Total liabilities	1,759,384	1,393,183
Noncontrolling interests in the Operating Partnership	54,407	66,128
Commitments and contingencies
Equity
7.75% Series A Preferred shares $.01 par value, 3,220,000 shares authorized, 0 and 3,100,000 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively		31
Common shares $.01 par value, 400,000,000 shares authorized, 180,083,111 and 174,667,870 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively	1,801	1,747
Additional paid in capital	2,314,014	2,231,181
Accumulated other comprehensive loss	(1,850)	(4,978)
Accumulated deficit	(658,583)	(584,654)
Total CubeSmart shareholders' equity	1,655,382	1,643,327
Noncontrolling interests in subsidiaries	5,855	1,526
Total equity	1,661,237	1,644,853
Total liabilities and equity	$ 3,475,028	$ 3,104,164

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Storage facilities, net	$ 3,326,816	$ 2,872,983
Series A Preferred shares, percentage	7.75%	7.75%
Series A Preferred shares, par value (in dollars per share)	$ 0.01	$ 0.01
Series A Preferred shares, shares authorized	0	3,220,000
Series A Preferred shares, shares issued	0	3,100,000
Series A Preferred shares, shares outstanding	0	3,100,000
Common shares, par value (in dollars per share)	$ 0.01	$ 0.01
Common shares, shares authorized	400,000,000	400,000,000
Common shares, shares issued	180,083,111	174,667,870
Common shares, shares outstanding	180,083,111	174,667,870
VIE
Storage facilities, net	$ 208,048	$ 136,274

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
REVENUES
Rental income									$ 449,601	$ 392,476	$ 330,898
Other property related income									50,255	45,189	40,065
Property management fee income									10,183	6,856	6,000
Total revenues	$ 132,546	$ 132,096	$ 126,526	$ 118,871	$ 114,992	$ 115,970	$ 109,871	$ 103,688	510,039	444,521	376,963
OPERATING EXPENSES
Property operating expenses									165,847	153,172	132,701
Depreciation and amortization									161,865	151,789	126,813
General and administrative									32,823	28,371	28,422
Acquisition related costs									6,552	3,301	7,484
Total operating expenses	90,848	92,585	93,509	90,145	83,196	86,265	84,163	83,009	367,087	336,633	295,420
OPERATING INCOME									142,952	107,888	81,543
Interest:
Interest expense on loans									(50,399)	(43,736)	(46,802)
Loan procurement amortization expense									(2,577)	(2,324)	(2,190)
Equity in losses of real estate ventures									(2,662)	(411)	(6,255)
Gain from sale of real estate, net										17,567	475
Other									1,062	(228)	(405)
Total other expense									(54,576)	(29,132)	(55,177)
INCOME FROM CONTINUING OPERATIONS									88,376	78,756	26,366
DISCONTINUED OPERATIONS
Income from discontinued operations											336
Total discontinued operations											336
NET INCOME									88,376	78,756	26,702
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Noncontrolling interests in the Operating Partnership									(941)	(960)	(307)
Noncontrolling interest in subsidiaries									470	(84)	(16)
NET INCOME ATTRIBUTABLE TO THE COMPANY	$ 26,847	$ 24,884	$ 20,424	$ 15,750	$ 37,116	$ 18,438	$ 13,724	$ 8,434	87,905	77,712	26,379
Distribution to preferred shareholders									(5,045)	(6,008)	(6,008)
Preferred share redemption charge									(2,937)
NET INCOME ATTRIBUTABLE TO THE COMPANY'S COMMON SHAREHOLDERS									$ 79,923	$ 71,704	$ 20,371
Basic earnings per share from continuing operations attributable to common shareholders (in dollars per share)									$ 0.45	$ 0.43	$ 0.13
Basic earnings per share from discontinued operations attributable to common shareholders (in dollars per share)											0.01
Basic earnings per share attributable to common shareholders (in dollars per share)	$ 0.13	$ 0.13	$ 0.11	$ 0.08	$ 0.21	$ 0.10	$ 0.07	$ 0.04	0.45	0.43	0.14
Diluted earnings per share from continuing operations attributable to common shareholders (in dollars per share)									0.45	0.42	0.13
Diluted earnings per share from discontinued operations attributable to common shareholders (in dollars per share)											0.01
Diluted earnings per share attributable to common shareholders (in dollars per share)	$ 0.13	$ 0.13	$ 0.11	$ 0.08	$ 0.20	$ 0.10	$ 0.07	$ 0.04	$ 0.45	$ 0.42	$ 0.14
Weighted-average basic shares outstanding (in shares)									178,246	168,640	149,107
Weighted-average diluted shares outstanding (in shares)									179,533	170,191	150,863

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
NET INCOME	$ 88,376	$ 78,756	$ 26,702
Other comprehensive income (loss):
Unrealized losses on interest rate swaps	(1,247)	(3,409)	(3,944)
Reclassification of realized losses on interest rate swaps	4,412	6,263	6,408
Unrealized loss on foreign currency translation		(249)	(175)
Reclassification of realized loss on foreign currency translation		1,199
OTHER COMPREHENSIVE INCOME	3,165	3,804	2,289
COMPREHENSIVE INCOME	91,541	82,560	28,991
Comprehensive income attributable to noncontrolling interests in the Operating Partnership	(978)	(992)	(338)
Comprehensive loss (income) attributable to noncontrolling interests in subsidiaries	470	(75)	(19)
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY	$ 91,033	$ 81,493	$ 28,634

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CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total Shareholders' Equity	Common Shares	Preferred Shares	Additional Paid-in Capital	Accumulated Other Comprehensive (Loss) Income	Accumulated Deficit	Noncontrolling Interest in Subsidiaries	Noncontrolling Interests in Operating Partnership	Total
Balance at Dec. 31, 2013	$ 1,092,276	$ 1,393	$ 31	$ 1,542,703	$ (11,014)	$ (440,837)	$ 931		$ 1,093,207
Balance (in shares) at Dec. 31, 2013		139,328,000	3,100,000
Balance of Noncontrolling Interests in the Operating Partnership at Dec. 31, 2013								$ 36,275
Increase (Decrease) in Stockholders' Equity
Contributions from noncontrolling interests in subsidiaries							642		642
Issuance of common shares, net	416,001	$ 227		415,774					416,001
Issuance of common shares, net (in shares)		22,704,000
Issuance of restricted shares	5	$ 5							5
Issuance of restricted shares (in shares)		482,000
Conversion from units to shares	308			308				(308)	308
Conversion from units to shares (in shares)		18,000
Exercise of stock options	13,802	$ 14		13,788					13,802
Exercise of stock options (in shares)		1,425,000
Amortization of restricted shares	182			182					182
Share compensation expense	1,553			1,553					1,553
Adjustment for noncontrolling interest in the Operating Partnership	(14,761)					(14,761)		14,761	(14,761)
Net income (loss)	26,379					26,379	16		26,395
Net income (loss)								307
Other comprehensive income (loss), net	2,255				2,255		3		2,258
Other comprehensive income (loss), net								31
Preferred share distributions	(6,008)					(6,008)			(6,008)
Common share distributions	(83,966)					(83,966)		(1,243)	(83,966)
Balance at Dec. 31, 2014	1,448,026	$ 1,639	$ 31	1,974,308	(8,759)	(519,193)	1,592		1,449,618
Balance (in shares) at Dec. 31, 2014		163,957,000	3,100,000
Balance of Noncontrolling Interests in the Operating Partnership at Dec. 31, 2014								49,823
Increase (Decrease) in Stockholders' Equity
Contributions from noncontrolling interests in subsidiaries							178		178
Distributions to noncontrolling interests in subsidiaries							(319)		(319)
Issuance of common shares, net	234,061	$ 91		233,970					234,061
Issuance of common shares, net (in shares)		8,978,000
Issuance of restricted shares	1	$ 1							1
Issuance of restricted shares (in shares)		161,000
Issuance of OP Shares								500
Conversion from units to shares	3,275	$ 2		3,273				(3,275)	3,275
Conversion from units to shares (in shares)		118,000
Exercise of stock options	17,489	$ 14		17,475					17,489
Exercise of stock options (in shares)		1,454,000
Amortization of restricted shares	1,166			1,166					1,166
Share compensation expense	989			989					989
Adjustment for noncontrolling interest in the Operating Partnership	(19,619)					(19,619)		19,619	(19,619)
Net income (loss)	77,712					77,712	84		77,796
Net income (loss)								960
Other comprehensive income (loss), net	3,781				3,781		(9)		3,772
Other comprehensive income (loss), net								32
Preferred share distributions	(6,008)					(6,008)			(6,008)
Common share distributions	(117,546)					(117,546)		(1,531)	(117,546)
Balance at Dec. 31, 2015	1,643,327	$ 1,747	$ 31	2,231,181	(4,978)	(584,654)	1,526		1,644,853
Balance (in shares) at Dec. 31, 2015		174,668,000	3,100,000
Balance of Noncontrolling Interests in the Operating Partnership at Dec. 31, 2015								66,128	66,128
Increase (Decrease) in Stockholders' Equity
Contributions from noncontrolling interests in subsidiaries							4,799		4,799
Issuance of common shares, net	136,121	$ 44		136,077					136,121
Issuance of common shares, net (in shares)		4,408,000
Issuance of restricted shares	1	$ 1							1
Issuance of restricted shares (in shares)		123,000
Issuance of OP Shares								1,500
Conversion from units to shares	4,876	$ 2		4,874				(4,876)	4,876
Conversion from units to shares (in shares)		188,000
Exercise of stock options	13,283	$ 7		13,276					13,283
Exercise of stock options (in shares)		696,000
Amortization of restricted shares	1,952			1,952					1,952
Share compensation expense	1,260			1,260					1,260
Adjustment for noncontrolling interest in the Operating Partnership	7,388					7,388		(7,388)	7,388
Net income (loss)	87,905					87,905	(470)		87,435
Net income (loss)								941
Other comprehensive income (loss), net	3,128				3,128				3,128
Other comprehensive income (loss), net								37
Preferred share distributions	(5,045)					(5,045)			(5,045)
Preferred share redemption	(77,574)		$ (31)	(74,606)		(2,937)			(77,574)
Preferred share redemption (in shares)			(3,100,000)
Common share distributions	(161,240)					(161,240)		(1,935)	(161,240)
Balance at Dec. 31, 2016	$ 1,655,382	$ 1,801		$ 2,314,014	$ (1,850)	$ (658,583)	$ 5,855		1,661,237
Balance (in shares) at Dec. 31, 2016		180,083,000
Balance of Noncontrolling Interests in the Operating Partnership at Dec. 31, 2016								$ 54,407	$ 54,407

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Operating Activities
Net income	$ 88,376	$ 78,756	$ 26,702
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	164,442	154,113	129,003
Equity in losses of real estate ventures	2,662	411	6,255
Gain from sale of real estate, net		(17,567)	(475)
Equity compensation expense	3,212	2,155	1,735
Accretion of fair market value adjustment of debt	(1,138)	(1,429)	(1,685)
Changes in other operating accounts:
Restricted cash	591	743	411
Other assets	(3,930)	(2,519)	808
Accounts payable and accrued expenses	7,862	(438)	2,699
Other liabilities	1,449	1,480	579
Net cash provided by operating activities	263,526	215,705	166,032
Investing Activities
Acquisitions of storage facilities	(366,666)	(275,726)	(547,515)
Additions and improvements to storage facilities	(30,971)	(24,695)	(19,967)
Development costs	(143,713)	(81,315)	(23,566)
Fundings of notes receivable		(4,100)
Change in restricted cash	942	69	528
Net cash used in investing activities	(544,471)	(374,608)	(522,699)
Proceeds from notes receivable		4,100
Cash distributed from real estate ventures	8,113	6,451	56,896
Proceeds from:
Unsecured senior notes	298,512	249,338
Revolving credit facility	958,200	731,320	712,500
Principal payments on:
Revolving credit facility	(914,900)	(809,320)	(673,100)
Mortgage loans and notes payable	(37,260)	(84,905)	(30,149)
Loan procurement costs	(2,467)	(4,433)	(274)
Proceeds from issuance of common shares, net	136,122	234,062	416,006
Redemption of preferred shares	(77,574)
Exercise of stock options	13,283	17,489	13,802
Contributions from noncontrolling interests in subsidiaries	4,799	178	642
Distributions paid to noncontrolling interest in subsidiaries		(319)
Distributions paid to common shareholders	(149,280)	(107,093)	(75,849)
Distributions paid to preferred shareholders	(6,545)	(6,008)	(6,008)
Distributions paid to noncontrolling interests in Operating Partnership	(1,841)	(1,438)	(1,178)
Net cash provided by financing activities	221,049	218,871	356,392
Change in cash and cash equivalents	(59,896)	59,968	(275)
Cash and cash equivalents at beginning of period	62,869	2,901	3,176
Cash and cash equivalents at end of period	2,973	62,869	2,901
Supplemental Cash Flow and Noncash Information
Cash paid for interest, net of interest capitalized	53,085	46,216	50,024
Supplemental disclosure of noncash activities:
Restricted cash - acquisition of storage facilities	(22,019)	(14,353)
Restricted cash - disposition of real estate		36,372
Accretion of liability	31,426	16,929	8,977
Derivative valuation adjustment	3,165	2,854	2,464
Foreign currency translation adjustment		(249)	(175)
Discount on issuance of unsecured senior notes	1,488	662
Mortgage loan assumptions	41,513	$ 2,695	$ 27,467
Preferred share redemption	$ 2,863

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ORGANIZATION AND NATURE OF OPERATIONS

12 Months Ended

Dec. 31, 2016

ORGANIZATION AND NATURE OF OPERATIONS

ORGANIZATION AND NATURE OF OPERATIONS

1.  ORGANIZATION AND NATURE OF OPERATIONS

CubeSmart (the “Parent Company”) operates as a self-managed and self-administered real estate investment trust (“REIT”) with its operations conducted solely through CubeSmart, L.P. and its subsidiaries.  CubeSmart, L.P., a Delaware limited partnership (the “Operating Partnership”), operates through an umbrella partnership structure, with the Parent Company, a Maryland REIT, as its sole general partner.  In the notes to the consolidated financial statements, we use the terms the “Company”, “we”, or “our” to refer to the Parent Company and the Operating Partnership together, unless the context indicates otherwise.  As of December 31, 2016, the Company owned self-storage properties located in 23 states throughout the United States and in the District of Columbia which are presented under one reportable segment: the Company owns, operates, develops, manages, and acquires self-storage properties.

As of December 31, 2016, the Parent Company owned approximately 98.9% of the partnership interests (“OP Units”) of the Operating Partnership.  The remaining OP Units, consisting exclusively of limited partner interests, are held by persons who contributed their interests in properties to us in exchange for OP Units.  Under the partnership agreement, these persons have the right to tender their OP Units for redemption to the Operating Partnership at any time for cash equal to the fair value of an equivalent number of common shares of the Parent Company.  In lieu of delivering cash, however, the Parent Company, as the Operating Partnership’s general partner, may, at its option, choose to acquire any OP Units so tendered by issuing common shares in exchange for the tendered OP Units.  If the Parent Company so chooses, its common shares will be exchanged for OP Units on a one-for-one basis.  This one-for-one exchange ratio is subject to adjustment to prevent dilution.  With each such exchange or redemption, the Parent Company’s percentage ownership in the Operating Partnership will increase.  In addition, whenever the Parent Company issues common or other classes of its shares, it contributes the net proceeds it receives from the issuance to the Operating Partnership and the Operating Partnership issues to the Parent Company an equal number of OP Units or other partnership interests having preferences and rights that mirror the preferences and rights of the shares issued.  This structure is commonly referred to as an umbrella partnership REIT or “UPREIT”.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2016

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include all of the accounts of the Company, and its majority-owned and/or controlled subsidiaries.  The portion of these entities not owned by the Company is presented as noncontrolling interests as of and during the periods consolidated.  All significant intercompany accounts and transactions have been eliminated in consolidation.

When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity (“VIE”), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued on the consolidation of VIEs. When an entity is not deemed to be a VIE, the Company considers the provisions of additional guidance to determine whether a general partner, or the general partners as a group, controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary, and (ii) entities that are non-VIEs which the Company controls and which the limited partners do not have the ability to dissolve or remove the Company without cause nor substantive participating rights.

The Company adopted Accounting Standard Update (“ASU”) No. 2015-02, Consolidation – Amendments to the Consolidation Analysis, as of January 1, 2016. The Company evaluated the application of this guidance and concluded that there were no changes to any previous conclusions with respect to consolidation accounting for any of its interests in less than wholly owned joint ventures. However, the Operating Partnership now meets the criteria as a VIE. The Parent Company’s sole significant asset is its investment in the Operating Partnership. As a result, substantially all of the Parent Company’s assets and liabilities represent those assets and liabilities of the Operating Partnership. All of the Parent Company’s debt is an obligation of the Operating Partnership.

Noncontrolling Interests

The Financial Accounting Standards Board (“FASB”) issued authoritative guidance regarding noncontrolling interests in consolidated financial statements which was effective on January 1, 2009.  The guidance states that noncontrolling interests are the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent.  The ownership interests in the subsidiary that are held by owners other than the parent are noncontrolling interests.  Under the guidance, such noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity.  On the consolidated statements of operations, revenues, expenses, and net income or loss from controlled or consolidated entities that are less than wholly owned are reported at the consolidated amounts, including both the amounts attributable to the Company and noncontrolling interests.  Presentation of consolidated equity activity is included for both quarterly and annual financial statements, including beginning balances, activity for the period, and ending balances for shareholders’ equity, noncontrolling interests and total equity.

However, per the FASB issued authoritative guidance on the classification and measurement of redeemable securities, securities that are redeemable for cash or other assets at the option of the holder, not solely within the control of the issuer, must be classified outside of permanent equity.  This would result in certain outside ownership interests being included as redeemable noncontrolling interests outside of permanent equity in the consolidated balance sheets.  The Company makes this determination based on terms in applicable agreements, specifically in relation to redemption provisions.  Additionally, with respect to noncontrolling interests for which the Company has a choice to settle the contract by delivery of its own shares, the Company considered the FASB issued guidance on accounting for derivative financial instruments indexed to, and potentially settled in, a Company’s own stock to evaluate whether the Company controls the actions or events necessary to issue the maximum number of shares that could be required to be delivered under share settlement of the contract.  The guidance also requires that noncontrolling interests are adjusted each period so that the carrying value equals the greater of its carrying value based on the accumulation of historical cost or its redemption fair value.

The consolidated results of the Company include results attributable to units of the Operating Partnership that are not owned by the Company.  These interests were issued in the form of OP units and were a component of the consideration the Company paid to acquire certain self-storage properties.  Limited partners who acquired OP units have the right to require the Operating Partnership to redeem part or all of their OP units for, at the Company’s option, an equivalent number of common shares of the Company or cash based upon the fair value of an equivalent number of common shares of the Company.  However, the operating agreement contains certain circumstances that could result in a net cash settlement outside the control of the Company, as the Company does not have the ability to settle in unregistered shares.  Accordingly, consistent with the guidance discussed above, the Company will continue to record these noncontrolling interests outside of permanent equity in the consolidated balance sheets.  Net income or loss related to these noncontrolling interests is excluded from net income or loss in the consolidated statements of operations.  The Company has adjusted the carrying value of its noncontrolling interests subject to redemption value to the extent applicable.  Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interests, the Operating Partnership reflected these interests at their redemption value as of December 31, 2016, as the estimated redemption value exceeded their carrying value. The Operating Partnership recorded a decrease to OP Units owned by third parties and a corresponding increase to capital of $7.4 million as of December 31, 2016.  Disclosure of such redemption provisions is provided in note 12.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Although we believe the assumptions and estimates we made are reasonable and appropriate, as discussed in the applicable sections throughout these consolidated financial statements, different assumptions and estimates could materially impact our reported results.  The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions and changes in market conditions could impact our future operating results.

Self-Storage Properties

Self-storage properties are carried at historical cost less accumulated depreciation and impairment losses.  The cost of self-storage properties reflects their purchase price or development cost.  Costs incurred for the renovation of a store are capitalized to the Company’s investment in that store.  Acquisition costs and ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.  The costs to develop self-storage properties are capitalized to construction in progress while the project is under development.

Purchase Price Allocation

When stores are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values.  When a portfolio of stores is acquired, the purchase price is allocated to the individual stores based upon the fair value determined using an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age and location of the individual store along with current and projected occupancy and rental rate levels or appraised values, if available.  Allocations to land, building and improvements, and equipment are recorded based upon their respective fair values as estimated by management.

In allocating the purchase price for an acquisition, the Company determines whether the acquisition includes intangible assets or liabilities.  The Company allocates a portion of the purchase price to an intangible asset attributed to the value of in-place leases.  This intangible is generally amortized to expense over the expected remaining term of the respective leases.  Substantially all of the leases in place at acquired stores are at market rates, as the majority of the leases are month-to-month contracts.  Accordingly, to date, no portion of the purchase price has been allocated to above- or below-market lease intangibles.  To date, no intangible asset has been recorded for the value of customer relationships, because the Company does not have any concentrations of significant customers and the average customer turnover is fairly frequent.

Depreciation and Amortization

The costs of self-storage properties and improvements are depreciated using the straight-line method based on useful lives ranging from five to 39 years.

Impairment of Long-Lived Assets

We evaluate long-lived assets for impairment when events and circumstances such as declines in occupancy and operating results indicate that there may be an impairment.  The carrying value of these long-lived assets is compared to the undiscounted future net operating cash flows, plus a terminal value, attributable to the assets to determine if the store’s basis is recoverable.  If a store’s basis is not considered recoverable, an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value.  The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset.

Long-Lived Assets Held for Sale

We consider long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell a store (or group of stores), (b) the store is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such stores, (c) an active program to locate a buyer and other actions required to complete the plan to sell the store have been initiated, (d) the sale of the store is probable and transfer of the asset is expected to be completed within one year, (e) the store is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Typically these criteria are all met when the relevant asset is under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer, and there are no contingencies related to the sale that may prevent the transaction from closing.  However, each potential transaction is evaluated based on its separate facts and circumstances.  Stores classified as held for sale are reported at the lesser of carrying value or fair value less estimated costs to sell.

Cash and Cash Equivalents

Cash and cash equivalents are highly-liquid investments with original maturities of three months or less.  The Company may maintain cash equivalents in financial institutions in excess of insured limits, but believes this risk is mitigated by only investing in or through major financial institutions.

Restricted Cash

Restricted cash consists of purchase deposits and cash deposits required for debt service requirements, capital replacement, and expense reserves in connection with the requirements of our loan agreements. 

Loan Procurement Costs

Loan procurement costs related to borrowings were $24.7 million and $20.7 million as of December 31, 2016 and 2015, respectively, and are reported net of accumulated amortization of $9.7 million and $7.3 million as of December 31, 2016 and 2015, respectively. In accordance with ASU No. 2015-03, Loan procurement costs, net are presented as a direct deduction from the carrying amount of the related debt liability. If there is not an associated debt liability recorded on the consolidated balance sheets, the costs are recorded as an asset net of accumulated amortization. Loan procurement costs associated with the Company’s revolving credit facility remain in Loan procurement costs, net of amortization on the Company’s consolidated balance sheets. The costs are amortized over the estimated life of the related debt using the effective interest method and are reported as Loan procurement amortization expense on the Company’s consolidated statements of operations.

Other Assets

Other assets are comprised of the following as of December 31, 2016 and 2015 (in thousands):

	December 31,
	2016		2015
Intangible assets, net of accumulated amortization of $8,109 and $7,220	$	8,280	$	12,814
Accounts receivable		5,284		5,049
Deposits on future acquisitions		5,106		12,106
Prepaid real estate taxes		3,640		2,800
Prepaid insurance		1,053		1,140
Other		13,151		9,722
Total other assets, net	$	36,514	$	43,631

Environmental Costs

Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional stores.  Whenever the environmental assessment for one of our stores indicates that a store is impacted by soil or groundwater contamination from prior owners/operators or other sources, we will work with our environmental consultants and where appropriate, state governmental agencies, to ensure that the store is either cleaned up, that no cleanup is necessary because the low level of contamination poses no significant risk to public health or the environment, or that the responsibility for cleanup rests with a third party.

Revenue Recognition

Management has determined that all of our leases are operating leases.  Rental income is recognized in accordance with the terms of the leases, which generally are month to month.

The Company recognizes gains from disposition of stores only upon closing in accordance with the guidance on sales of real estate.  Payments received from purchasers prior to closing are recorded as deposits.  Profit on real estate sold is recognized using the full accrual method upon closing when the collectability of the sales price is reasonably assured and the Company is not obligated to perform significant activities after the sale.  Profit may be deferred in whole or part until the sale meets the requirements of profit recognition on sales under this guidance.

Advertising and Marketing Costs

The Company incurs advertising and marketing costs primarily attributable to internet marketing campaigns and other media advertisements.  The Company incurred $9.4 million, $8.6 million, and $7.7 million in advertising and marketing expenses for the years ended December 31, 2016, 2015 and 2014, respectively, which are included in property operating expenses on the Company’s consolidated statements of operations.

Equity Offering Costs

Underwriting discounts and commissions, financial advisory fees and offering costs are reflected as a reduction to additional paid-in capital.  For the years ended December 31, 2016,  2015 and 2014, the Company recognized $1.6 million, $2.5 million, and $6.0 million of equity offering costs related to the issuance of common shares during the years, respectively.

Other Property Related Income

Other property related income consists of late fees, administrative charges, customer insurance fees, sales of storage supplies, and other ancillary revenues and is recognized in the period that it is earned.

Capitalized Interest

The Company capitalizes interest incurred that is directly associated with construction activities until the asset is placed into service.  Interest is capitalized to the related assets using a weighted-average rate of the Company’s outstanding debt. For the years ended December 31, 2016, 2015 and 2014, the Company capitalized $4.6 million, $2.6 million, and $1.3 million, respectively, of interest incurred that is directly associated with construction activities.

Derivative Financial Instruments

The Company carries all derivatives on the balance sheet at fair value.  The Company determines the fair value of derivatives by observable prices that are based on inputs not quoted on active markets, but corroborated by market data.  The accounting for changes in the fair value of a derivative instrument depends on whether the derivative has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it.  The Company’s use of derivative instruments has been limited to cash flow hedges of certain interest rate risks.  The Company had interest rate swap agreements for notional principal amounts aggregating $300 million and $400 million as of December 31, 2016 and 2015, respectively, the fair value of which are included in accounts payable, accrued expenses and other liabilities.

Income Taxes

The Company has elected to be taxed as a real estate investment trust under Sections 856-860 of the Internal Revenue Code since the Company’s commencement of operations in 2004.  In management’s opinion, the requirements to maintain these elections are being met.  Accordingly, no provision for federal income taxes has been reflected in the consolidated financial statements other than for operations conducted through our taxable REIT subsidiaries.

Earnings and profits, which determine the taxability of distributions to shareholders, differ from net income reported for financial reporting purposes due to differences in cost basis, the estimated useful lives used to compute depreciation, and the allocation of net income and loss for financial versus tax reporting purposes.  The net tax basis in the Company’s assets was $3.2 billion and $2.7 billion as of December 31, 2016 and 2015, respectively.

Distributions to shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital.  Annually, the Company provides each of its shareholders a statement detailing the tax characterization of dividends paid during the preceding year as ordinary income, capital gain, or return of capital.  The characterization of the Company’s dividends for 2016 consisted of a 98.663% ordinary income distribution and a 1.337% capital gain distribution from earnings and profits.

Distributions to 7.75% Series A Cumulative Redeemable Preferred Shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital.  Annually, the Company provides each of its shareholders a statement detailing preferred distributions paid during the preceding year and their characterization as ordinary income, capital gain, or return of capital.  The characterization of our preferred distributions for 2016 consisted of a 7.683% ordinary income distribution, a 0.104% capital gain distribution from earnings and profits, and a 92.213% cash liquidating distribution.

The Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits.  The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Company’s ordinary income, (b) 95% of the Company’s net capital gains, and (c) 100% of prior taxable income exceeds cash distributions and certain taxes paid by the Company.  No excise tax was incurred in 2016, 2015, or 2014.

Taxable REIT subsidiaries (TRS) are subject to federal and state income taxes.  Our taxable REIT subsidiaries have a net deferred tax asset related to expenses which are deductible for tax purposes in future periods of $1.3 million and $1.7 million as of December 31, 2016 and 2015, respectively.

The Protecting Americans from Tax Hikes Act (PATH Act) was enacted in December 2015, and included numerous law changes applicable to REITs. The provisions have various effective dates. We expect that the changes will not materially impact our operations, but will continue to monitor as regulatory guidance is issued.

Earnings per Share and Unit

Basic earnings per share and unit are calculated based on the weighted average number of common shares and restricted shares outstanding during the period.  Diluted earnings per share and unit is calculated by further adjusting for the dilutive impact of share options, unvested restricted shares and contingently issuable shares outstanding during the period using the treasury stock method.  Potentially dilutive securities calculated under the treasury stock method were 1,287,000; 1,551,000, and 1,756,000 in 2016, 2015, and 2014, respectively.    

Share-Based Payments

We apply the fair value method of accounting for contingently issued shares and share options issued under our incentive award plan.  Accordingly, share compensation expense is recorded ratably over the vesting period relating to such contingently issued shares and options.  The Company has recognized compensation expense on a straight-line method over the requisite service period, which is included in general and administrative expense on the Company’s consolidated statement of operations.

Foreign Currency

The financial statements of foreign subsidiaries are translated to U.S. Dollars using the period-end exchange rate for assets and liabilities and an average exchange rate for each period for revenues, expenses, and capital expenditures.  The local currency is the functional currency for the Company’s foreign subsidiaries.  Translation adjustments for foreign subsidiaries are recorded as a component of accumulated other comprehensive loss in shareholders’ equity.  The Company recognizes transaction gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency in earnings as incurred.  The Pound, which represents the functional currency used by USIFB, LLP (“USIFB”), our joint venture in England, was translated at October 2, 2015, the date that the venture’s remaining asset was sold. The exchange rate was approximately 1.521600 U.S Dollars per Pound on October 2, 2015 and approximately 1.558642 U.S Dollars per Pound on December 31, 2014. The Pound was translated at an average exchange rate of 1.529755 for the period from January 1, 2015 to October 2, 2015. It was translated at an average exchange rate of 1.643106 and 1.588598 U.S. Dollars per Pound for the year ended December 31, 2014.  The Company recorded an unrealized loss on foreign currency translation of $0.2 million for the year ended December 31, 2014.  In connection with the sale of the remaining asset, the Company recorded a realized loss on foreign currency exchange of $1.2 million, which is included in Gains on sale of real estate in the Company’s consolidated statement of operations.

Investments in Unconsolidated Real Estate Ventures

The Company accounts for its investments in unconsolidated real estate ventures under the equity method of accounting.  Under the equity method, investments in unconsolidated joint ventures are recorded initially at cost, as investments in real estate ventures, and subsequently adjusted for equity in earnings (losses), cash contributions, less distributions. On a periodic basis, management also assesses whether there are any indicators that the value of the Company’s investments in unconsolidated real estate ventures may be other than temporarily impaired. An investment is impaired only if the fair value of the investment is less than the carrying value of the investment and the decline is other than temporary. To the extent impairment that is other than temporary has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the fair value of the investment, as estimated by management.

Reclassifications

During the first quarter of 2016, the Company adopted ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires the Company to reclassify debt financing costs, which were previously included in loan procurement costs, net of amortization on the Company’s consolidated balance sheets, and present them as a direct deduction from the carrying amount of the related debt liability. Net costs of $10.7 million have been reclassified in the December 31, 2015 consolidated balance sheets from the loan procurement costs line and netted against the related debt liability. See Recent Accounting Pronouncements below for revisions to the accounting guidance for debt issuance costs.

Recent Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which changes the definition of a business to include an input and a substantive process that together significantly contribute to the ability to create outputs. A framework is provided to evaluate when an input and a substantive process are present.  The new guidance also narrows the definition of outputs, which are defined as the results of inputs and substantive processes that provide goods or services to customers, other revenue, or investment income. The standard is effective on January 1, 2018, however early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance.

In November 2016, the FASB issued ASU No.2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires the statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The new guidance also requires entities to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. The standard is effective on January 1, 2018, however early adoption is permitted. The standard requires the use of the retrospective transition method. The Company is in the process of evaluating the impact of this new guidance.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The eight items that the ASU provides classification guidance on include (1) debt prepayment and extinguishment costs, (2) settlement of zero-coupon debt instruments, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (6) distributions received from equity method investments, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows and application of the predominance principle. The standard is effective on January 1, 2018, however early adoption is permitted. The standard requires the use of the retrospective transition method. The Company is in the process of evaluating the impact of this new guidance.

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which is intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. The new guidance allows for entities to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. In addition, the guidance allows employers to withhold shares to satisfy minimum statutory tax withholding requirements up to the employees’ maximum individual tax rate without causing the award to be classified as a liability. The guidance also stipulates that cash paid by an employer to a taxing authority when directly withholding shares for tax-withholding purposes should be classified as a financing activity on the statement of cash flows. The standard is effective on January 1, 2017, however early adoption is permitted.  The Company does not expect this new guidance to have a material impact on the Company’s consolidated financial position or results of operations.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification.  Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective on January 1, 2019, however early adoption is permitted.  The Company is currently assessing the impact of the adoption of ASU No. 2016-02 on the Company’s consolidated financial statements and related disclosures.

In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which amends the current business combination guidance to require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, as opposed to having to revise prior period information.  The standard also requires additional disclosure about the impact on current-period income statement line items of adjustments that would have been recognized in prior periods if prior period information had been revised. The new standard became effective for the Company on January 1, 2016. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations as all measurement-period adjustments recorded during 2016 relate to business combinations that took place in the current year and do not have prior period impact. Refer to note 4 for details regarding the measurement-period adjustments made during the year ended December 31, 2016.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, an update to the accounting standard relating to the presentation of debt issuance costs. Under the new guidance, debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction from the debt liability. In the event that there is not an associated debt liability recorded in the consolidated financial statements, the debt issuance costs will continue to be recorded on the consolidated balance sheet as an asset until the debt liability is recorded.  The new standard became effective for the Company on January 1, 2016. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations as the update only related to changes in financial statement presentation as discussed in note 7 and in “Reclassifications” above.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation – Amendments to the Consolidation Analysis, which amends the current consolidation guidance affecting both the variable interest entity (“VIE”) and voting interest entity (“VOE”) consolidation models. The standard does not add or remove any of the characteristics in determining if an entity is a VIE or VOE, but rather enhances the way the Company assesses some of these characteristics. The new standard became effective for the Company on January 1, 2016. As discussed under Basis of Presentation above, the adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations as none of its existing consolidation conclusions were changed.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance under GAAP when it becomes effective. The new standard will be effective for the Company beginning on January 1, 2018, however early application beginning on January 1, 2017 is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company has not yet selected a transition method. The Company is currently assessing the impact of the adoption of ASU No. 2014-09 on the Company’s consolidated financial statements and related disclosures.

Concentration of Credit Risk

The Company’s stores are located in major metropolitan and rural areas and have numerous customers per store.  No single customer represents a significant concentration of our revenues. The stores in Florida, New York, Texas, and California provided total revenues of approximately 17%,  16%,  10%, and 8%, respectively, for the year ended December 31, 2016 and approximately 18%,  16%,  10%, and 8%, respectively, for the year ended December 31, 2015. The stores in Florida, New York, Texas, and California provided total revenues of approximately 17%,  17%,  10%, and 8%, respectively, for the year ended December 31, 2014.

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STORAGE FACILITIES

12 Months Ended

Dec. 31, 2016

STORAGE FACILITIES

STORAGE FACILITIES

3.  STORAGE PROPERTIES

The book value of the Company’s real estate assets is summarized as follows:

	December 31,		December 31,
	2016		2015
	(in thousands)
Land	$	649,744	$	588,503
Buildings and improvements		2,928,275		2,534,193
Equipment		217,867		243,442
Construction in progress		202,294		100,894
Storage properties		3,998,180		3,467,032
Less: Accumulated depreciation		(671,364)		(594,049)
Storage properties, net	$	3,326,816	$	2,872,983

The following table summarizes the Company’s acquisition and disposition activity for the years ended December 31, 2016,  2015 and 2014:

			Number of	Purchase / Sale Price
Asset/Portfolio	Market	Transaction Date	Stores	(in thousands)
2016 Acquisitions:
Metro DC Asset	Baltimore / DC	January 2016	1	$	21,000
Texas Assets	Texas Markets - Major	January 2016	2		24,800
New York Asset	New York / Northern NJ	January 2016	1		48,500
Texas Asset	Texas Markets - Major	January 2016	1		11,600
Connecticut Asset	Connecticut	February 2016	1		19,000
Texas Asset	Texas Markets - Major	March 2016	1		11,600
Florida Assets	Florida Markets - Other	March 2016	3		47,925
Colorado Asset	Denver	April 2016	1		11,350
Texas Asset	Texas Markets - Major	April 2016	1		11,600
Texas Asset	Texas Markets - Major	May 2016	1		10,100
Texas Asset	Texas Markets - Major	May 2016	1		10,800
Illinois Asset	Chicago	May 2016	1		12,350
Illinois Asset	Chicago	May 2016	1		16,000
Massachusetts Asset	Massachusetts	June 2016	1		14,300
Nevada Assets	Las Vegas	July 2016	2		23,200
Arizona Asset	Phoenix	August 2016	1		14,525
Minnesota Asset	Minneapolis	August 2016	1		15,150
Colorado Asset	Denver	August 2016	1		15,600
Texas Asset	Texas Markets - Major	September 2016	1		6,100
Texas Asset	Texas Markets - Major	September 2016	1		5,300
Nevada Asset	Las Vegas	October 2016	1		13,250
North Carolina Asset	Charlotte	November 2016	1		10,600
Arizona Asset	Phoenix	November 2016	1		14,000
Nevada Asset	Las Vegas	December 2016	1		14,900
			28	$	403,550
2015 Acquisitions:
Texas Asset	Texas Markets - Major	February 2015	1	$	7,295
HSRE Assets	Chicago	March 2015	4		27,500
Arizona Asset	Arizona / Las Vegas	March 2015	1		7,900
Tennessee Asset	Tennessee	March 2015	1		6,575
Texas Asset	Texas Markets - Major	April 2015	1		15,795
Florida Asset	Florida Markets - Other	May 2015	1		7,300
Arizona Asset	Arizona / Las Vegas	June 2015	1		10,100
Florida Asset	Florida Markets - Other	June 2015	1		10,500
Texas Asset	Texas Markets - Major	July 2015	1		14,200
Maryland Asset	Baltimore / DC	July 2015	1		17,000
Maryland Asset	Baltimore / DC	July 2015	1		19,200
New York/New Jersey Assets	New York / Northern NJ	August 2015	2		24,823
New Jersey Asset	New York / Northern NJ	December 2015	1		14,350
PSI Assets	Various (see note 4)	December 2015	12		109,824
			29	$	292,362
2015 Dispositions:
Texas Assets	Texas Markets - Major	October 2015	7	$	28,000
Florida Asset	Florida Markets - Other	October 2015	1		9,800
			8	$	37,800
2014 Acquisitions:
Connecticut Asset	Connecticut	January 2014	1	$	4,950
Florida Asset	Miami / Ft. Lauderdale	January 2014	1		14,000
Florida Assets	Florida Markets - Other	January 2014	2		14,450
California Asset	Other West	January 2014	1		8,300
Maryland Asset	Baltimore / DC	February 2014	1		15,800
Maryland Asset	Baltimore / DC	February 2014	1		15,500
Arizona Asset	Arizona / Las Vegas	March 2014	1		14,750
Pennsylvania Asset	Philadelphia / Southern NJ	March 2014	1		7,350
Texas Asset	Texas Markets - Major	March 2014	1		8,225
Texas Asset	Texas Markets - Major	April 2014	1		6,450
New York Assets	New York / Northern NJ	April 2014	2		55,000
Florida Asset	Florida Markets - Other	April 2014	1		11,406
Massachusetts Asset	Other Northeast	April 2014	1		11,100
Indiana Asset	Other Midwest	May 2014	1		8,400
Florida Assets	Florida Markets - Other	June 2014	3		35,000
Florida Assets	Florida Markets - Other	July 2014	2		15,800
Massachusetts Asset	Boston	September 2014	1		23,100
Texas Asset	Texas Markets - Major	October 2014	1		7,700
Texas Asset	Texas Markets - Major	October 2014	1		8,500
Texas Asset	Texas Markets - Major	October 2014	1		7,750
HSRE Assets	Various (see note 4)	November 2014	22		195,500
Texas Asset	Texas Markets - Major	December 2014	1		18,650
Florida Assets	Florida Markets - Other	December 2014	3		18,200
New York Asset	New York / Northern NJ	December 2014	1		38,000
Texas Asset	Texas Markets - Major	December 2014	1		4,345
			53	$	568,226

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INVESTMENT ACTIVITY

12 Months Ended

Dec. 31, 2016

INVESTMENT ACTIVITY

INVESTMENT ACTIVITY

4.  INVESTMENT ACTIVITY

2016 Acquisitions

During the year ended December 31, 2016, the Company acquired 28 stores, including three stores upon completion of construction and the issuance of a certificate of occupancy, located throughout the United States for an aggregate purchase price of approximately $403.6 million. In connection with these acquisitions, the Company allocated a portion of the purchase price to the tangible and intangible assets acquired based on fair value. Intangible assets consist of in-place leases, which aggregated $18.8 million at the time of the acquisitions and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during 2016 was approximately $10.5 million. In connection with one of the acquired stores, the Company assumed mortgage debt that was recorded at a fair value of $6.5 million, which fair value includes an outstanding principal balance totaling $6.3 million and a net premium of $0.2 million to reflect the estimated fair value of the debt at the time of assumption.

During the fourth quarter of 2016, the Company received additional information regarding the fair value of each of the assets acquired during the first three quarters of 2016. As a result, the Company has refined its purchase price allocation estimates resulting in an aggregate $14.7 million reclassification from land to buildings and improvements.

As of December 31, 2016, the Company was under contract and had made aggregate deposits of $1.8 million associated with four stores under construction for a total purchase price of $61.1 million. In connection with one of the storess, the Company provided a $4.1 million loan, which was repaid to the Company in full in December 2015, for the purpose of acquiring the premises on which the store will be built. The deposits are reflected in Other assets, net on the Company’s consolidated balance sheets. The purchase of these four stores is expected to occur by the fourth quarter of 2017 after the completion of construction and the issuance of a certificate of occupancy. These acquisitions are subject to due diligence and other customary closing conditions and no assurance can be provided that these acquisitions will be completed on the terms described, or at all.

Development

As of December 31, 2016, the Company had five contracts through joint ventures for the construction of five self-storage properties located in New York (see note 12). As part of the PSI Assets discussed below, the Company also acquired a self-storage property that is under construction in North Palm Beach, FL. Additionally, during the second quarter of 2016, the Company issued 61,224 OP Units, valued at approximately $1.5 million, to pay the remaining consideration on its store that is under construction in Washington, D.C. and was previously owned by a joint venture. Construction for all projects is expected to be completed by the fourth quarter of 2018. As of December 31, 2016, development costs for these projects totaled $181.0 million. Total construction costs for these projects is expected to be $312.7 million. These costs are capitalized to construction in progress while the projects are under development and are reflected in Storage properties on the Company’s consolidated balance sheets.

The Company has completed the construction and opened for operation the following stores since January 1, 2014. The costs associated with the construction of these stores are capitalized to land, building, and improvements as well as equipment and are reflected in Storage properties on the Company’s consolidated balance sheets.

			CubeSmart
	Number of		Ownership	Total
Store Location	Stores	Date Opened	Interest	Construction Costs
				(in thousands)
Bronx, NY (1) (2)	1	Q2 2016	100%	$	32,200
Queens, NY (1)	1	Q1 2016	100%		31,800
Brooklyn, NY	1	Q4 2015	90%		14,800
Queens, NY	1	Q4 2015	90%		17,400
Arlington, VA	1	Q2 2015	90%		17,100
Bronx, NY (2)	1	Q1 2014	100%		17,200
Malvern, PA (3)	1	Q1 2014	100%		25,100
	7			$	155,600

(1) These stores were previously owned through two separate consolidated joint ventures, of which the Company owned a 51% interest in each. On April 5, 2016, the noncontrolling member in the venture that owned the Queens, NY store put its 49% interest in the venture to the Company for $12.5 million. On August 12, 2016, the noncontrolling member in the venture that owned the Bronx, NY store put its 49% interest in the venture to the Company for $17.0 million.

(2) These stores are subject to ground leases.

(3) During the fourth quarter of 2013, the Company completed the construction of the portion of a mixed-use property comprised of office space and relocated its corporate headquarters. During the first quarter of 2014, construction was completed on the portion of the building comprised of rentable storage space and the store opened for operation.

2015 Acquisitions

On December 15, 2015, the Company acquired all of the issued and outstanding uncertificated shares of common stock of a privately held self-storage REIT (“PSI”) for $115.8 million. As of the date of the acquisition, PSI owned real property consisting of 12 fully operational self-storage properties which were acquired for $109.8 million, and one self-storage property that is under construction, which was acquired for $6.0 million (the “PSI Assets”). The PSI Assets are located in Arizona, Florida, Georgia, Massachusetts, New York, North Carolina, Tennessee, and Texas. In connection with this acquisition, the Company allocated a portion of the purchase price to the intangible value of in-place leases, which aggregated to $6.7 million at the time of the acquisition and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during the years ended December 31, 2016 and 2015 was approximately $6.1 million and $0.6 million, respectively.

During 2014, the Operating Partnership entered into an Agreement for Purchase and Sale with certain limited liability companies controlled by HSRE REIT I and HSRE REIT II, both Maryland real estate investment trusts, to acquire (the “HSRE Acquisition”) 26 self-storage properties for an aggregate purchase price of $223.0 million plus customary closing costs. During 2014, the Company closed on the first tranche of 22 stores comprising the HSRE Acquisition, for an aggregate purchase price of $195.5 million. On March 18, 2015, the Company closed on the second tranche of the remaining four stores comprising the HSRE Acquisition, for an aggregate purchase price of $27.5 million. The four stores purchased in the second tranche are located in Illinois. In connection with this acquisition, the Company allocated a portion of the purchase price to the intangible value of in-place leases, which aggregated to $2.7 million at the time of the acquisition and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during the years ended December 31, 2016 and 2015 was approximately $0.7 million and $2.0 million, respectively.

During the year ended December 31, 2015, the Company acquired 13 additional self-storage properties, including one store upon completion of construction and the issuance of a certificate of occupancy, located throughout the United States for an aggregate purchase price of approximately $155.0 million. In connection with these acquisitions, the Company allocated a portion of the purchase price to the tangible and intangible assets acquired based on fair value. Intangible assets consist of in-place leases, which aggregated $10.7 million at the time of the acquisitions and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during the years ended December 31, 2016 and 2015 was approximately $6.0 million and $4.7 million, respectively. In connection with one of the acquired stores, the Company assumed mortgage debt that was recorded at a fair value of $2.7 million, which fair value includes an outstanding principal balance totaling $2.5 million and a net premium of $0.2 million to reflect the estimated fair value of the debt at the time of assumption.

2015 Dispositions

On October 8, 2015, the Company sold seven stores in Texas and one store in Florida for an aggregate sales price of approximately $37.8 million. In connection with these sales, the Company recorded gains that totaled $14.4 million. The proceeds from these sales were held in escrow to fund future acquisitions under a tax free like kind exchange. The total net proceeds of $36.4 million were subsequently applied to three separate acquisitions, of which one closed in December 2015 and two closed in Janaury 2016.

On October 2, 2015, USIFB, a consolidated real estate joint venture in which the Company owned a 97% interest, sold its remaining asset in London, England, for an aggregate sales price of £6.5 million (approximately $9.9 million). In connection with the sale, the Company recorded a gain of $3.0 million net of a foreign currency translation loss of $1.2 million.

2014 Acquisitions

On August 25, 2014, the Operating Partnership entered into an Agreement for Purchase and Sale with certain limited liability companies controlled by HSRE REIT I and HSRE REIT II, each Maryland real estate investment trusts, to acquire (the “HSRE Acquisition”) 26 self-storage properties for an aggregate purchase price of $223.0 million plus customary closing costs.  On November 3, 2014, the Company closed on the first tranche of 22 stores comprising the HSRE Acquisition, for an aggregate purchase price of $195.5 million.  The 22 stores purchased are located in California, Florida, Illinois, Nevada, New York, Ohio, and Rhode Island. In connection with this acquisition, the Company allocated a portion of the purchase price to the intangible value of in-place leases, which aggregated $14.5 million at the time of the acquisition and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months and the amortization expense that was recognized during the years ended December 31, 2015 and 2014 was approximately $12.1 million and $2.4 million, respectively.

During 2014, the Company acquired an additional 31 self-storage properties located throughout the United States for an aggregate purchase price of approximately $372.7 million. In connection with these acquisitions, the Company allocated a portion of the purchase price to the intangible value of in-place leases, which aggregated $23.8 million at the time of such acquisitions and prior to any amortization of such amounts.  The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during the years ended December 31, 2015 and 2014 was approximately $10.4 million and $13.4 million, respectively.  In connection with four of the acquired stores, the Company assumed mortgage debt and recorded the debt at a fair value of $27.5 million, which included an outstanding principal balance totaling $26.0 million and a net premium of $1.5 million to reflect the estimated fair value of the debt at the time of assumption.

2014 Disposition

On June 30, 2014, the Company sold one asset in London, England owned by USIFB, for an aggregate sales price of £4.1 million (approximately $7.0 million).  The Company received net proceeds of $7.0 million, a portion of which were used to repay the loan the Company made to USIFB, and recorded a gain of $0.5 million as a result of the transaction.

The following table summarizes the Company’s results of operations of the 2016,  2015, and 2014 acquisitions from the respective acquisition dates in the year they were acquired, included in the consolidated statements of operations for the years ended December 31, 2016,  2015, and 2014:

	Year ended December 31,
	2016		2015		2014
	(in thousands)
Total revenue	$	15,270	$	9,110	$	21,156
Net loss		(9,804)		(6,563)		(12,350)

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

12 Months Ended

Dec. 31, 2016

INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

5. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

CUBE HHF Northeast Venture LLC (“HHFNE”)

On December 15, 2016, the Company invested a 10% ownership interest in a newly-formed joint venture that acquired 13 self-storage properties located in Connecticut (3), Massachusetts (6), Rhode Island (2), and Vermont (2). HHFNE paid $87.5 million for these stores, of which $6.0 million was allocated to the value of the in-place lease intangible. The acquisition was funded primarily through an advance totaling $44.5 million on the venture’s loan facility. The remainder of the purchase price was contributed pro-rata by the Company and its unaffiliated joint venture partner. The Company’s total contribution to HHFNE related to this portfolio acquisition was $3.8 million. The loan bears interest at LIBOR plus 1.90% and matures on December 15, 2019 with options to extend the maturity date through December 15, 2021, subject to satisfaction of certain conditions and payment of the extension fees as stipulated in the loan agreement.

191 III CUBE LLC (“HVP”)

During the fourth quarter of 2015, the Company invested a 10% ownership interest in a newly-formed joint venture that agreed to acquire a property portfolio comprised of 37 self-storage properties located in Michigan (17), Tennessee (10), Massachusetts (7), and Florida (3). HVP paid $242.5 million for these 37 stores, of which $18.9 million was allocated to the value of the in-place lease intangible. HVP acquired 30 of the stores on December 8, 2015 for $193.7 million, one of the stores on January 26, 2016 for $5.7 million, five of the stores on April 21, 2016 for $36.1 million, and one store on June 15, 2016 for $7.0 million. In connection with six of the acquired stores, HVP assumed mortgage debt that was recorded at a fair value of $25.3 million, which includes an outstanding principal balance totaling $23.7 million and a net premium of $1.6 million to reflect the estimated fair value of the debt at the time of assumption. The remainder of the purchase price was funded through advances totaling $116.0 million on the venture’s $122.0 million loan facility and amounts contributed pro-rata by the Company and its unaffiliated joint venture partner. The Company’s total contribution to HVP related to this portfolio acquisition was $10.7 million. The loan facility bears interest at LIBOR plus 2.00% per annum and matures on December 7, 2018 with options to extend the maturity date through December 7, 2020, subject to satisfaction of certain conditions and payment of the extension fees as stipulated in the loan agreement.

During the first quarter of 2016, HVP agreed to acquire a portfolio comprised of 31 self-storage properties located in South Carolina (22), Georgia (5), and North Carolina (4) that were previously managed by the Company. HVP paid $115.5 million for these 31 stores, of which $10.6 million was allocated to the value of the in-place lease intangible. HVP acquired 30 of the stores on March 30, 2016 for $112.8 million and one of the stores on November 29, 2016 for $2.7 million. In conjunction with the acquisitions, HVP refinanced its existing loan facility by entering into an increased amended and restated loan facility not to exceed $185.5 million. The acquisitions were funded primarily through advances totaling $63.5 million on the venture’s amended and restated loan facility. The remainder of the purchase price was contributed pro-rata by the Company and its unaffiliated joint venture partner. The Company’s total contribution to HVP related to this portfolio acquisition was $5.4 million, bringing its total investment in HVP to $16.1 million as of December 31, 2016. The amended and restated loan facility bears interest at LIBOR plus 2.00% per annum. The initial maturity date was extended to March 30, 2019 with options to extend through March 30, 2021, subject to satisfaction of certain conditions and payment of the extension fees as stipulated in the amended and restated loan agreement.

CUBE HHF Limited Partnership (“HHF”)

On December 10, 2013, the Company invested a 50% ownership interest in a newly-formed joint venture that acquired 35 self-storage properties located in Texas (34) and North Carolina (1). HHF paid $315.7 million for these stores, of which $12.1 million was allocated to the value of the in-place lease intangible. The Company and the unaffiliated joint venture partner, collectively the “HHF Partners,” each contributed cash equal to 50% of the capital required to fund the acquisition. On May 1, 2014, HHF obtained a $100.0 million loan secured by the 34 self-storage properties located in Texas that are owned by the venture. There is no recourse to the Company, subject to customary exceptions to non-recourse provisions. The loan bears interest at 3.59% per annum and matures on April 30, 2021. This financing completed the planned capital structure of HHF and proceeds (net of closing costs) of $99.2 million were distributed proportionately to the partners. 

Based upon the facts and circumstances at formation of HHFNE, HVP, and HHF (the “Ventures”), the Company determined that the Ventures are not VIEs in accordance with the accounting standard for the consolidation of VIEs. As a result, the Company used the voting interest model under the accounting standard for consolidation in order to determine whether to consolidate the Ventures. Based upon each member's substantive participating rights over the activities of each entity as stipulated in the operating agreements, the Ventures are not consolidated by the Company and are accounted for under the equity method of accounting. The Company’s investments in the Ventures are included in Investment in real estate ventures, at equity on the Company’s consolidated balance sheets and the Company’s earnings from its investments in the Ventures are presented in Equity in losses of real estate ventures on the Company’s consolidated statements of operations.

The amounts reflected in the following table are based on the historical financial information of the Ventures. The following is a summary of the financial position of the Ventures as of December 31, 2016 and 2015 (in thousands):

	December 31,		December 31,
	2016		2015
Assets
Storage properties, net	$	667,975	$	456,452
Other assets		17,003		17,536
Total assets	$	684,978	$	473,988
Liabilities and equity
Other liabilities	$	6,516	$	4,470
Debt		345,631		210,525
Equity
CubeSmart		98,682		97,281
Joint venture partners		234,149		161,712
Total liabilities and equity	$	684,978	$	473,988

The following is a summary of results of operations of the Ventures for the years ended December 31, 2016,  2015 and 2014 (in thousands):

	Year ended December 31,
	2016		2015		2014
Total revenues	$	64,931	$	31,249	$	26,852
Operating expenses		29,900		15,042		11,754
Interest expense, net		9,432		3,846		2,522
Depreciation and amortization		53,701		16,214		25,086
Net loss		(28,102)		(3,853)		(12,510)
Company’s share of net loss		(2,662)		(411)		(6,255)

The results of operations above include the periods from December 15, 2016 (date of acquisition) through December 31, 2016 for HHFNE and December 8, 2015 (date of acquisition) through December 31, 2016 for HVP.

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UNSECURED SENIOR NOTES

12 Months Ended

Dec. 31, 2016

UNSECURED SENIOR NOTES

UNSECURED SENIOR NOTES

6.  UNSECURED SENIOR NOTES

The Company’s unsecured senior notes are summarized as follows (collectively referred to as the “Senior Notes”):

	December 31,		December 31,		Effective		Issuance	Maturity
Unsecured Senior Notes	2016		2015		Interest Rate		Date	Date
	(in thousands)
$250M 4.800% Guaranteed Notes due 2022	$	250,000	$	250,000	4.82	%	Jun-12	Jul-22
$250M 4.375% Guaranteed Notes due 2023		250,000		250,000	4.50	%	Dec-13	Dec-23
$250M 4.000% Guaranteed Notes due 2025		250,000		250,000	4.03	%	Oct-15	Nov-25
$300M 3.125% Guaranteed Notes due 2026		300,000		—	3.18	%	Aug-16	Sep-26
Principal balance outstanding		1,050,000		750,000
Less: Discount on issuance of unsecured senior notes, net		(3,971)		(2,888)
Less: Loan procurement costs, net		(6,953)		(5,208)
Total unsecured senior notes, net	$	1,039,076	$	741,904

The indenture under which the Senior Notes were issued restricts the ability of the Operating Partnership and its subsidiaries to incur debt unless the Operating Partnership and its consolidated subsidiaries comply with a leverage ratio not to exceed 60% and an interest coverage ratio of more than 1.5:1 after giving effect to the incurrence of the debt. The indenture also restricts the ability of the Operating Partnership and its subsidiaries to incur secured debt unless the Operating Partnership and its consolidated subsidiaries comply with a secured debt leverage ratio not to exceed 40% after giving effect to the incurrence of the debt. The indenture also contains other financial and customary covenants, including a covenant not to own unencumbered assets with a value less than 150% of the unsecured indebtedness of the Operating Partnership and its consolidated subsidiaries. As of and for the year ended December 31, 2016, the Operating Partnership was in compliance with all of the financial covenants under the Senior Notes.

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REVOLVING CREDIT FACILITY AND UNSECURED TERM LOANS

12 Months Ended

Dec. 31, 2016

REVOLVING CREDIT FACILITY AND UNSECURED TERM LOANS

REVOLVING CREDIT FACILITY AND UNSECURED TERM LOANS

7.  REVOLVING CREDIT FACILITY AND UNSECURED TERM LOANS

On June 20, 2011, the Company entered into an unsecured term loan agreement (the “Term Loan Facility”) which consisted of a $100.0 million term loan with a five-year maturity (“Term Loan A”) and a $100.0 million term loan with a seven-year maturity (“Term Loan B”). On December 9, 2011, the Company entered into a credit facility (the “Credit Facility”) comprised of a $100.0 million unsecured term loan maturing in December 2014 (“Term Loan C”); a $200.0 million unsecured term loan maturing in March 2017 (“Term Loan D”); and a $300.0 million unsecured revolving facility maturing in December 2015 (“Revolver”).

On June 18, 2013, the Company amended both the Term Loan Facility and Credit Facility. With respect to the Term

Loan Facility, among other things, the amendment extended the maturity date to June 2018 and decreased the pricing of Term Loan A, while Term Loan B remained unchanged by the amendment. With respect to the Credit Facility, among other things, the amendment extended the maturity date to January 2019 and decreased the pricing of Term Loan D. On August 5, 2014, the Company further amended the Term Loan Facility to extend the maturity date to January 2020 and decrease the pricing of Term Loan B. On December 17, 2013, the Company repaid the $100.0 million balance under Term Loan C that was scheduled to mature in December 2014.

Pricing on the Term Loan Facility depends on the Company’s unsecured debt credit ratings.  At the Company’s current Baa2/BBB level, amounts drawn under Term Loan A are priced at 1.30% over LIBOR, while amounts drawn under Term Loan B are priced at 1.15% over LIBOR.

On April 22, 2015, the Company further amended the Credit Facility with respect to the Revolver. Among other things, the amendment increased the aggregate amount of the Revolver from $300.0 million to $500.0 million, decreased the facility fee from 0.20% to 0.15%, and extended the maturity date from June 18, 2017 to April 22, 2020.

Pricing on the Credit Facility depends on the Company’s unsecured debt credit ratings.  At the Company’s current Baa2/BBB level, amounts drawn under the Revolver are priced at 1.25% over LIBOR, inclusive of a facility fee of 0.15%, while amounts drawn under Term Loan D are priced at 1.30% over LIBOR.

The Company incurred costs of $2.3 million in 2015 in connection with amending the Credit Facility and capitalized such costs as a component of loan procurement costs, net of amortization on the consolidated balance sheet. Additionally, in connection with the amendment, $0.1 million of unamortized costs were written-off. All remaining unamortized costs, along with costs incurred in connection with the amendment, are amortized as an adjustment to interest expense over the remaining term of the modified facilities.

During the first quarter of 2016, the Company adopted ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires the Company to reclassify debt financing costs, which were previously included in loan procurement costs, net of amortization on the Company’s consolidated balance sheets, and present them as a direct deduction from the carrying amount of the related debt liability. As of December 31, 2016 and 2015, unsecured term loans are presented net of unamortized loan procurement costs of $1.3 million and $1.8 million, respectively, on the Company’s consolidated balance sheets. Deferred financing costs associated with the Revolver remain in loan procurement costs, net of amortization on the Company’s consolidated balance sheets.

As of December 31, 2016, $200.0 million of unsecured term loan borrowings were outstanding under the Term Loan Facility, $200.0 million of unsecured term loan borrowings were outstanding under the Credit Facility, and $456.0 million was available for borrowing under the unsecured revolving portion of the Credit Facility. The available balance under the unsecured revolving portion of the Credit Facility is reduced by an outstanding letter of credit of $0.7 million. In connection with a portion of the unsecured borrowings, the Company had interest rate swaps as of December 31, 2016 that fix 30-day LIBOR (see note 10). As of December 31, 2016, borrowings under the Credit Facility and Term Loan Facility, as amended and after giving effect to the interest rate swaps, had an effective weighted average interest rate of 2.67%.

The Term Loan Facility and the term loan under the Credit Facility were fully drawn as of December 31, 2016 and no further borrowings may be made under the term loans. Our ability to borrow under the revolving portion of the Credit Facility is subject to ongoing compliance with certain financial covenants which include:

· Maximum total indebtedness to total asset value of 60.0% at any time;

· Minimum fixed charge coverage ratio of 1.50:1.00; and

· Minimum tangible net worth of $821,211,200 plus 75% of net proceeds from equity issuances after June 30, 2010.

Further, under the Credit Facility and Term Loan Facility, the Company is restricted from paying distributions on the Parent Company’s common shares in excess of the greater of (i) 95% of funds from operations, and (ii) such amount as may be necessary to maintain the Parent Company’s REIT status.

As of December 31, 2016, the Company was in compliance with all of its financial covenants and it anticipates being in compliance with all of its financial covenants through the terms of the Credit Facility and Term Loan Facility.

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MORTGAGE LOANS AND NOTES PAYABLE

12 Months Ended

Dec. 31, 2016

MORTGAGE LOANS AND NOTES PAYABLE

MORTGAGE LOANS AND NOTES PAYABLE

8.  MORTGAGE LOANS AND NOTES PAYABLE

The Company’s mortgage loans and notes payable are summarized as follows:

	Carrying Value as of:
	December 31,		December 31,		Effective		Maturity
Mortgage Loans and Notes Payable	2016		2015		Interest Rate		Date
	(in thousands)
YSI 59	$	—	$	9,012	4.82	%	Mar-16
YSI 60		—		3,546	5.04	%	Aug-16
YSI 51		—		6,984	5.15	%	Sep-16
YSI 64		—		7,781	3.54	%	Oct-16
YSI 62		—		7,835	3.54	%	Dec-16
YSI 67		6,216		—	2.55	%	Mar-17
YSI 33		9,860		10,154	6.42	%	Jul-19
YSI 26		8,423		8,606	4.56	%	Nov-20
YSI 57		2,957		3,021	4.61	%	Nov-20
YSI 55		22,952		23,369	4.85	%	Jun-21
YSI 24		26,464		27,185	4.64	%	Jun-21
YSI 65		2,457		2,500	3.85	%	Jun-23
YSI 66		32,257		—	3.51	%	Jun-23
Principal balance outstanding		111,586		109,993
Plus: Unamortized fair value adjustment		3,742		2,219
Less: Loan procurement costs, net		(710)		(757)
Total mortgage loans and notes payable, net	$	114,618	$	111,455

As of December 31, 2016 and 2015, the Company’s mortgage loans payable were secured by certain of its self-storage properties with net book values of approximately $233.1 million and $195.4 million, respectively. The following table represents the future principal payment requirements on the outstanding mortgage loans and notes payable as of December 31, 2016 (in thousands):

2017	$	8,576
2018		2,490
2019		11,485
2020		12,616
2021		44,873
2022 and thereafter		31,546
Total mortgage payments		111,586
Plus: Unamortized fair value adjustment		3,742
Less: Loan procurement costs, net		(710)
Total mortgage loans and notes payable, net	$	114,618

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ACCUMULATED OTHER COMPREHENSIVE LOSS

12 Months Ended

Dec. 31, 2016

ACCUMULATED OTHER COMPREHENSIVE LOSS

ACCUMULATED OTHER COMPREHENSIVE LOSS

9.  ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table summarizes the changes in accumulated other comprehensive loss by component for the year ended December 31, 2016 (in thousands):

	Unrealized losses
	on interest rate
	swaps
Other comprehensive loss before reclassifications	$	(1,231)
Amounts reclassified from accumulated other comprehensive loss		4,359	(a)
Net current-period other comprehensive income		3,128
Balance at December 31, 2015		(4,978)
Balance at December 31, 2016	$	(1,850)

(a) See note 10 for additional information about the effects of the amounts reclassified.

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RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2016

RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS

RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS

10.  RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS

The Company’s use of derivative instruments is limited to the utilization of interest rate swap agreements or other instruments to manage interest rate risk exposures and not for speculative purposes. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure, as well as to hedge specific transactions. The counterparties to these arrangements are major financial institutions with which the Company and its subsidiaries may also have other financial relationships. The Company is potentially exposed to credit loss in the event of non-performance by these counterparties. However, because of the high credit ratings of the counterparties, the Company does not anticipate that any of the counterparties will fail to meet these obligations as they come due. The Company does not hedge credit or property value market risks.

The Company has entered into interest rate swap agreements that qualify and are designated as cash flow hedges designed to reduce the impact of interest rate changes on its variable rate debt.  Therefore, the interest rate swaps are recorded in the consolidated balance sheet at fair value, and the related gains or losses are deferred in shareholders’ equity as accumulated other comprehensive loss.  These deferred gains and losses are amortized into interest expense during the period or periods in which the related interest payments affect earnings.  However, to the extent that the interest rate swaps are not perfectly effective in offsetting the change in value of the interest payments being hedged, the ineffective portion of these contracts is recognized in earnings immediately.

The Company formally assesses, both at inception of a hedge and on an on-going basis, whether each derivative is highly-effective in offsetting changes in cash flows of the hedged item. If management determines that a derivative is highly-effective as a hedge, then the Company accounts for the derivative using hedge accounting, pursuant to which gains or losses inherent in the derivative do not impact the Company’s results of operations.  If management determines that a derivative is not highly-effective as a hedge or if a derivative ceases to be a highly-effective hedge, the Company will discontinue hedge accounting prospectively and will reflect in its statement of operations realized and unrealized gains and losses in respect of the derivative.

The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of December 31, 2016 and December 31, 2015, respectively (in thousands):

Hedge	Hedge	Notional Amount								Fair Value
Product	Type (a)	December 31, 2016		December 31, 2015		Strike		Effective Date	Maturity	December 31, 2016		December 31, 2015
Swap	Cash flow	$	—	$	40,000	1.8025	%	6/20/2011	6/20/2016	$	—	$	(243)
Swap	Cash flow		—		40,000	1.8025	%	6/20/2011	6/20/2016		—		(243)
Swap	Cash flow		—		20,000	1.8025	%	6/20/2011	6/20/2016		—		(122)
Swap	Cash flow		75,000		75,000	1.3360	%	12/30/2011	3/31/2017		(103)		(540)
Swap	Cash flow		50,000		50,000	1.3360	%	12/30/2011	3/31/2017		(69)		(360)
Swap	Cash flow		50,000		50,000	1.3360	%	12/30/2011	3/31/2017		(69)		(360)
Swap	Cash flow		25,000		25,000	1.3375	%	12/30/2011	3/31/2017		(34)		(180)
Swap	Cash flow		40,000		40,000	2.4590	%	6/20/2011	6/20/2018		(797)		(1,350)
Swap	Cash flow		40,000		40,000	2.4725	%	6/20/2011	6/20/2018		(804)		(1,364)
Swap	Cash flow		20,000		20,000	2.4750	%	6/20/2011	6/20/2018		(404)		(683)
		$	300,000	$	400,000					$	(2,280)	$	(5,445)

(a) Hedging unsecured variable rate debt by fixing 30-day LIBOR.

The Company measures its derivative instruments at fair value and records them in the balance sheet as either an asset or liability.  As of December 31, 2016 and 2015, all derivative instruments were included in accounts payable, accrued expenses, and other liabilities in the accompanying consolidated balance sheets.  The effective portions of changes in the fair value of the derivatives are reported in accumulated other comprehensive income (loss).  Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.  The change in unrealized losses on interest rate swaps reflects a reclassification of $4.4 million of unrealized losses from accumulated other comprehensive loss as an increase to interest expense during 2016.  The Company estimates that $1.8 million will be reclassified as an increase to interest expense in 2017.

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FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2016

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

11.  FAIR VALUE MEASUREMENTS

The Company applies the methods of determining fair value, as described in authoritative guidance, to value its financial assets and liabilities. As defined in the guidance, fair value is based on the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, as well as considering counterparty credit risk in its assessment of fair value.

Financial assets and liabilities carried at fair value as of December 31, 2016 are classified in the table below in one of the three categories described above (dollars in thousands):

	Level 1		Level 2		Level 3
Interest rate swap derivative liabilities	$	—	$	2,280	$	—
Total liabilities at fair value	$	—	$	2,280	$	—

Financial assets and liabilities carried at fair value as of December 31, 2015 are classified in the table below in one of the three categories described above (dollars in thousands):

	Level 1		Level 2		Level 3
Interest Rate Swap Derivative Liabilities	$	—	$	5,445	$	—
Total liabilities at fair value	$	—	$	5,445	$	—

Financial assets and liabilities carried at fair value were classified as Level 2 inputs.  For financial liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including LIBOR yield curves, bank price quotes for forward starting swaps, NYMEX futures pricing, and common stock price quotes. Below is a summary of valuation techniques for Level 2 financial liabilities:

· Interest rate swap derivative assets and liabilities — valued using LIBOR yield curves at the reporting date. Counterparties to these contracts are most often highly rated financial institutions, none of which experienced any significant downgrades in 2016 that would reduce the amount owed by the Company.  Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company’s derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and the counterparties. However, as of December 31, 2016, the Company has assessed the significance of the effect of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The fair values of financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximate their respective carrying values as of December 31, 2016 and 2015.  The aggregate carrying value and estimated fair value of the Company’s debt was $1.6 billion and $1.3 billion as of December 31, 2016 and 2015, respectively. These estimates were based on a discounted cash flow analysis assuming market interest rates for comparable obligations as of December 31, 2016 and 2015.  The Company estimates the fair value of its fixed rate debt and the credit spreads over variable market rates on its variable rate debt by discounting the future cash flows of each instrument at estimated market rates or credit spreads consistent with the maturity of the debt obligation with similar credit policies, which is classified within level 2 of the fair value hierarchy. Rates and credit spreads take into consideration general market conditions and maturity.

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NONCONTROLLING INTERESTS

12 Months Ended

Dec. 31, 2016

NONCONTROLLING INTERESTS

NONCONTROLLING INTERESTS

12.  NONCONTROLLING INTERESTS

Interests in Consolidated Real Estate Joint Ventures

Noncontrolling interests in subsidiaries represent the ownership interests of third parties in the Company’s consolidated real estate ventures. The Company has determined that these ventures are variable interest entities, and that the Company is the primary beneficiary. Accordingly, the Company consolidates the assets, liabilities, and results of operations of the real estate ventures in the table below (dollars in thousands):

			Date Opened /	CubeSmart
	Number of		Estimated	Ownership	December 31, 2016
Development Ventures	Stores	Location	Opening	Interest	Total Assets		Total Liabilities
2225 46th St, LLC ("46th St") (1)	1	Queens, NY	Q4 2018 (est.)	51%	$	15,328	$	1,859
CS SJM E 92nd Street, LLC ("92nd St")	1	New York, NY	Q2 2018 (est.)	90%		452		315
2880 Exterior St, LLC ("Exterior St") (1)	1	Bronx, NY	Q2 2018 (est.)	51%		35,010		14,875
3068 Cropsey Avenue, LLC ("Cropsey Ave") (1)	1	Brooklyn, NY	Q4 2017 (est.)	51%		23,814		12,475
444 55th Street Holdings, LLC ("55th St") (2)	1	New York, NY	Q3 2017 (est.)	90%		81,100		35,819
CS SNL New York Ave, LLC ("SNL I") (3)	1	Brooklyn, NY	Q4 2015	90%		14,135		9,897
186 Jamaica Avenue, LLC ("SNL II") (3)	1	Brooklyn, NY	Q4 2015	90%		17,959		12,316
Shirlington Rd, LLC ("SRLLC") (3)	1	Arlington, VA	Q2 2015	90%		16,303		12,886
	8				$	204,101	$	100,442

(1) The noncontrolling members of 46th St, Exterior St, and Cropsey Ave have the option to put their ownership interest in the ventures to the Company for $14.2 million, $37.8 million, and $20.4 million, respectively, within the one-year period after construction of each store is substantially complete. Additionally, the Company has a one-year option to call the ownership interest of the noncontrolling members of 46th St, Exterior St, and Cropsey Ave for $14.2 million, $37.8 million, and $20.4 million, respectively, beginning on the second anniversary of the respective store’s construction being substantially complete. The Company is accreting the respective liabilities during the development periods and, as of December 31, 2016, has accrued $1.8 million, $14.7 million, and $11.3 million related to 46th St, Exterior St, and Cropsey Ave, respectively.

(2) In connection with the acquired property, 55th St assumed mortgage debt that was recorded at a fair value of $35.0 million, which fair value includes an outstanding principal balance totaling $32.5 million and a net premium of $2.5 million to reflect the estimated fair value of the debt at the time of assumption. The loan accrues interest at a fixed rate of 4.68%, matures on June 7, 2023, and is fully guaranteed by the Company.

(3) The Company has a related party commitment to these ventures to fund all or a portion of the construction costs. As of December 31, 2016, the Company has provided $9.7 million of a total $9.8 million loan commitment to SNL I, $12.2 million of a total $12.8 million loan commitment to SNL II, and $12.8 million of a total $14.6 million loan commitment to SRLLC, which are included in the total liability amounts within the table above. These loans and related interest were eliminated during consolidation.

USIFB was formed to own, operate, acquire, and develop self-storage properties in England.  The Company owned a 97% interest in USIFB through a wholly-owned subsidiary, and USIFB commenced operations at two stores in London, England during 2008.  The Company determined that USIFB is a variable interest entity, and that the Company is the primary beneficiary.  Accordingly, the Company consolidates the assets, liabilities, and results of operations of USIFB. On December 31, 2013 the Company provided a $6.8 million (£4.1 million) loan secured by a mortgage on real estate assets of USIFB.  On June 30, 2014, one of the assets was sold for net proceeds of $7.0 million and the loan was repaid with proceeds from the sale. The loan and any related interest were eliminated during consolidation. On October 2, 2015, USIFB sold its remaining asset in London, England, for an aggregate sales price of £6.5 million (approximately $9.9 million). In connection with the sale, the Company recorded a gain of $3.0 million net of a foreign currency translation loss of $1.2 million.

Operating Partnership Ownership

The Company follows guidance regarding the classification and measurement of redeemable securities.  Under this guidance, securities that are redeemable for cash or other assets, at the option of the holder and not solely within the control of the issuer, must be classified outside of permanent equity/capital.  This classification results in certain outside ownership interests being included as redeemable noncontrolling interests outside of permanent equity/capital in the consolidated balance sheets.  The Company makes this determination based on terms in applicable agreements, specifically in relation to redemption provisions.

Additionally, with respect to redeemable ownership interests in the Operating Partnership held by third parties for which CubeSmart has a choice to settle the redemption by delivery of its own shares, the Operating Partnership considered the guidance regarding accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own shares, to evaluate whether CubeSmart controls the actions or events necessary to presume share settlement. The guidance also requires that noncontrolling interests classified outside of permanent capital be adjusted each period to the greater of the carrying value based on the accumulation of historical cost or the redemption value.

Approximately 1.1% and 1.2% of the outstanding OP Units as of December 31, 2016 and December 31, 2015, respectively, were not owned by CubeSmart, the sole general partner.  The interests in the Operating Partnership represented by these OP Units were a component of the consideration that the Operating Partnership paid to acquire certain self-storage properties. The holders of the OP Units are limited partners in the Operating Partnership and have the right to require CubeSmart to redeem all or part of their OP Units for, at the general partner’s option, an equivalent number of common shares of CubeSmart or cash based upon the fair value of an equivalent number of common shares of CubeSmart.  However, the partnership agreement contains certain provisions that could result in a cash settlement outside the control of CubeSmart and the Operating Partnership, as CubeSmart does not have the ability to settle in unregistered shares.  Accordingly, consistent with the guidance, the Operating Partnership records the OP Units owned by third parties outside of permanent capital in the consolidated balance sheets. Net income or loss related to the OP Units owned by third parties is excluded from net income or loss attributable to Operating Partner in the consolidated statements of operations.

On May 14, 2015, the Company closed on the acquisition of real property that will be developed into a self-storage property in Washington, D.C. In conjunction with the closing, the Company issued 20,408 OP Units, valued at approximately $0.5 million to pay a portion of the consideration. On April 16, 2016, upon completion of certain milestones, the Company issued 61,224 additional OP Units, valued at approximately $1.5 million, to pay the remaining consideration. The store is expected to commence operations during the first quarter of 2017.

As of December 31, 2016 and 2015,  2,032,394 and 2,159,650 OP Units, respectively, were held by third parties.  The per unit cash redemption amount of the outstanding OP Units was calculated based upon the average of the closing prices of the common shares of CubeSmart on the New York Stock Exchange for the final 10 trading days of the year. Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interests, the Company has reflected these interests at their redemption value as of December 31, 2016 and 2015, as the estimated redemption value exceeded their carrying value. As of December 31, 2016, the Operating Partnership recorded a decrease to OP units owned by third partieis and a corresponding increase to capital of $7.4 million. As of December 31, 2015, the Operating Partnership recorded an increase to OP Units owned by third parties and a corresponding decrease to capital of $19.6 million. 

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RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2016

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

13.  RELATED PARTY TRANSACTIONS

Affiliated Real Estate Investments

The Company provides management services to certain joint ventures and other related parties.  Management agreements provide generally for management fees of between 5-6% of total revenues earned on a cash basis at the managed stores.  Total management fees for unconsolidated joint ventures or other entities in which the Company held an ownership interest for the years ending December 31, 2016,  2015 and 2014 were $2.9 million, $1.0 million and $0.9 million, respectively.

The management agreements for certain joint ventures, other related parties and third-party stores provide for the reimbursement to the Company for certain expenses incurred to manage the stores.  These amounts consist of amounts due for management fees, payroll and other store expenses.  The amounts due to the Company were $3.3 million and $1.9 million as of December 31, 2016 and 2015, respectively.  Additionally, as discussed in note 12 the Company has outstanding mortgage loans receivable from consolidated joint ventures of $34.7 million and $29.6 million as of December 31, 2016 and 2015, respectively, which are eliminated for consolidation purposes.  The Company believes that all of these related-party receivables are fully collectible.

The HVP operating agreement provides for an acquisition fee payable from HVP to the Company in an amount equal to 0.5% of the purchase price upon closing of an acquisition by HVP or any of its subsidiaries. During the year ended December 31, 2016, the Company recognized $1.8 million in acquisition fees in conjunction with HVP’s acquisition of 68 self storage properties, which are included in Other income on the consolidated statement of operations. The Company did not recognize any acquisition fees from HVP during the years ended December 31, 2015 and 2014.

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2016

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

14.  COMMITMENTS AND CONTINGENCIES

The Company currently owns seven operating self-storage properties and one self-storage property currently under development that are subject to ground leases, and two other operating self-storage properties that have portions of land that are subject to ground leases. The Company recorded ground rent expense of approximately $2.7 million, $2.4 million, and $2.0 million for the years ended December 31, 2016,  2015 and 2014, respectively.  Total future minimum rental payments under non-cancelable ground leases are as follows:

	Ground Lease
	Amount
	(in thousands)
2017	$	2,137
2018		2,355
2019		2,365
2020		2,430
2021		2,476
2022 and thereafter		112,313
	$	124,076

The Company has development agreements for the construction of seven new self-storage properties (see note 4), which will require payments of approximately $79.7 million, due in installments upon completion of certain construction milestones, during 2017 and 2018.

On July 13, 2015, a putative class action was filed against the Company in the Federal District Court of New Jersey seeking to obtain declaratory, injunctive and monetary relief for a class of New Jersey consumers based upon alleged violations by the Company of the New Jersey Truth in Customer Contract, Warranty and Notice Act and the New Jersey Consumer Fraud Act.  The Company brought a motion to partially dismiss the complaint for failure to state a claim, which motion was granted in part and denied in part. The plaintiff has moved to file an amended complaint to re-allege the action dismissed by the Court, which motion is presently pending decision. The Company intends to vigorously defend the action, and the possibility of any adverse outcome cannot be determined at this time.

The Company has been named as a defendant in lawsuits in the ordinary course of business.  In most instances, these claims are covered by the Company’s liability insurance coverage.  Management believes that the ultimate settlement of the suits will not have a material adverse effect on the Company’s financial statements.

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SHARE-BASED COMPENSATION PLANS

12 Months Ended

Dec. 31, 2016

SHARE-BASED COMPENSATION PLANS

SHARE-BASED COMPENSATION PLANS

15.  SHARE-BASED COMPENSATION PLANS

On June 1, 2016 the Company’s shareholders approved an amendment and restatement of the Company’s 2007 Equity Incentive Plan, a share-based employee compensation plan originally approved by shareholders on May 8, 2007 and subsequently amended with shareholder approval on June 2, 2010 (as amended and restated, the “2007 Plan”).  The purpose of the 2007 Plan is to attract and retain highly qualified executive officers, Trustees and key employees and other persons and to motivate such officers, Trustees, key employees, and other persons to serve the Company and its affiliates to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company.  To this end, the 2007 Plan provides for the grant of share options, share appreciation rights, restricted shares, restricted share units, performance awards, which may be denominated in cash or shares, included restricted shares and restricted share units, and other share-based awards, including unrestricted common shares or awards denominated or payable in, or valued in whole or part by reference to, common shares.  Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals.  Share options granted under the 2007 Plan may be non-qualified share options or incentive share options.

Upon shareholder approval of the amendment and restatement of the 2007 Plan in June 2016, 4,500,000 additional common shares were made available for award under the 2007 Plan.  As a result, these 4,500,000 additional shares, together with the 991,117 shares that remained available for future awards under the 2007 Plan at the time of the shareholder approval, plus any common shares that are restored to availability upon expiration or forfeiture of outstanding options or restricted share awards, would constitute the “Aggregate Share Reserve”.  As of December 31, 2016: (i) 5,471,377 common shares remained available for future awards under the 2007 Plan; (ii) 498,228 unvested restricted share awards were outstanding under the 2007 Plan; and (iii) 1,934,255 common shares were subject to outstanding options under the 2007 Plan (with the outstanding options having a weighted average exercise price of $12.93 per share and a weighted average term to maturity of 4.84 years).

Prior to the June 2016 amendments, the 2007 Plan used a “Fungible Units” methodology for computing the maximum number of common shares available for issuance under the 2007 Plan.  The Fungible Units methodology assigned weighted values to different types of awards under the 2007 Plan without assigning specific numerical limits for different types of awards. As amended in June 2016, the 2007 Plan provides that any common shares made the subject of awards under the 2007 Plan will count against the Aggregate Share Reserve as one (1) unit. The Aggregate Share Reserve and the computation of the number of common shares available for issuance is subject to adjustment upon certain corporate transactions or events, including share splits, reverse share splits and recapitalizations.  The number of shares counted against the Aggregate Share Reserve includes the full number of shares subject to the award, and is not reduced in the event shares are withheld to fund withholding tax obligations, or, in the case of options and share appreciation rights, where shares are applied to pay the exercise price.  If an option or other award granted under the 2007 Plan expires, is forfeited or otherwise terminates, the common shares subject to any portion of the award that expires, is forfeited or that otherwise terminates, as the case may be, again becomes available for issuance under the 2007 Plan.

The 2007 Plan is administered by the Compensation Committee of the Company’s Board of Trustees (the “Compensation Committee”), which is appointed by the Board of Trustees.  The Compensation Committee interprets the 2007 Plan and, subject to its right to delegate authority to grant awards, determines the terms and provisions of option grants and share awards.

Subject to adjustment upon certain corporate transactions or events, a participant (other than a non-employee trustee) may not receive awards under the 2007 Plan in any one calendar year covering more than 1,000,000 shares.  Subject to adjustment upon certain corporate transactions or events, a non-employee trustee may not receive awards under the 2007 Plan in any one calendar year covering more than 250,000 shares.

Under the 2007 Plan, the Compensation Committee determines the vesting schedule of each share award and option, subject to a one-year minimum vesting requirement, but with permitted  acceleration of vesting in the event of a participant’s death or disability, or in the event of a change in control or certain changes in our capital structure.  Notwithstanding the foregoing one-year minimum vesting limitation, up to five percent of the shares subject to the Aggregate Share Reserve may be subject to awards that are not subject to such limitation.  The exercise price for options is equivalent to the fair value of the underlying common shares at the grant date.  The Compensation Committee also determines the term of each option, which shall not exceed 10 years from the grant date.

On October 19, 2004, the Company’s sole shareholder approved a share-based employee compensation plan, the 2004 Equity Incentive Plan (the “2004 Plan”).  The 2004 Plan expired in October 2014.  Prior to its expiration, a total of 3.0 million common shares were reserved for issuance under the 2004 Plan. Subsequent to its expiration, no new equity awards may be granted under the 2004 Plan, and to the extent that options expire unexercised or are terminated, surrendered or canceled, the options and share awards no longer become available for future grants under the 2004 Plan. As of December 31, 2016, there were approximately 20 thousand shares outstanding under the 2004 Plan.

Share Options

The fair values for options granted in 2016,  2015, and 2014 were estimated at the time the options were granted using the Black-Scholes option-pricing model applying the following weighted average assumptions:

Assumptions:	2016			2015			2014
Risk-free interest rate		1.8	%		1.5	%		1.9	%
Expected dividend yield		2.7	%		2.6	%		3.2	%
Volatility (a)		33.00	%		33.00	%		37.98	%
Weighted average expected life of the options (b)		6.0	years		6.0	years		6.0	years
Weighted average grant date fair value of options granted per share	$	7.61		$	6.23		$	4.33

(a) Expected volatility is based upon the level of volatility historically experienced.

(b) Expected life is based upon our expectations of share option recipients’ expected exercise and termination patterns.

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options. In addition, option-pricing models require the input of highly subjective assumptions, including the expected share price volatility. Volatility for the 2016,  2015 and 2014 grants was based on the trading history of the Company’s shares.

In 2016,  2015, and 2014, the Company recognized compensation expense related to options issued to employees and executives of approximately $1.3 million, $1.0 million and $0.9 million, respectively, which was recorded in general and administrative expense.  Approximately 213,008 share options were issued during 2016 for which the fair value of the options at their respective grant dates was approximately $1.6 million, which vest over three years.  As of December 31, 2016, the Company had approximately $1.6 million of unrecognized option compensation cost related to all grants that will be recorded over the next three years.

The table below summarizes the option activity under the 2004 Plan and the 2007 Plan for the years ended December 31, 2016,  2015 and 2014:

				Weighted Average
	Number of Shares	Weighted Average		Remaining
	Under Option	Strike Price		Contractual Term
Balance at December 31, 2013	4,904,613	$	10.99	4.66
Options granted	223,590		15.73	9.08
Options canceled	(10,731)		17.38	—
Options exercised	(1,425,171)		9.69	3.21
Balance at December 31, 2014	3,692,301	$	11.76	4.16
Options granted	202,485		25.00	9.08
Options canceled	(18,230)		19.75	—
Options exercised	(1,454,612)		11.31	2.38
Balance at December 31, 2015	2,421,944	$	13.07	4.08
Options granted	213,008		30.32	9.07
Options exercised	(695,262)		18.69	0.29
Balance at December 31, 2016	1,939,690	$	12.94	4.85
Vested or expected to vest at December 31, 2016	1,939,690	$	12.94	4.85
Exercisable at December 31, 2016	1,520,731	$	9.35	3.87

As of December 31, 2016, the aggregate intrinsic value of options outstanding, of options that vested or expected to vest and of options that were exercisable was approximately $27.6 million.  The aggregate intrinsic value of options exercised was approximately $8.5 million for the year ended December 31, 2016.

Restricted Shares

The Company applies the fair value method of accounting for contingently issued shares.  As such, each grant is recognized ratably over the related vesting period.  Approximately 155,000 restricted shares and share units were issued during 2016 for which the fair value of the restricted shares and share units at their respective grant dates was approximately $5.2 million, which vest over three to five years.  During 2015, approximately 115,000 restricted shares and share units were issued for which the fair value of the restricted shares and share units at their respective grant dates was approximately $3.2 million.  As of December 31, 2016 the Company had approximately $4.7 million of remaining unrecognized restricted share and share unit compensation costs that will be recognized over the next five years.  Restricted share awards are considered to be performance awards and are valued using the share price on the grant date.  The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.

In 2016,  2015 and 2014, the Company recognized compensation expense related to restricted shares and share units issued to employees and Trustees of approximately $3.6 million, $2.7 million, and $3.5 million, respectively; these amounts were recorded in general and administrative expense. The following table presents non-vested restricted share and share unit activity during 2016:

	Number of Non-
	Vested Restricted
	Shares and Share Units
Non-Vested at January 1, 2016	301,824
Granted	154,561
Vested	(130,340)
Forfeited	(3,023)
Non-Vested at  December 31, 2016	323,022

On January 22, 2016, 37,008 restricted share units were granted to certain executives.  The restricted share units were granted in the form of deferred share units with a market condition, entitling the holders thereof to receive common shares at a future date.  The deferred share units will be awarded based on the Company’s total return to shareholders with respect to a specified peer group consisting of publicly traded REITs over a three-year period.  The fair value of the restricted share units on the grant date was approximately $1.6 million.  The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards.  The restricted share units will cliff vest upon the third anniversary of the effective date, or December 31, 2018.  The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.

On January 23, 2015, 35,614 restricted share units were granted to certain executives.  The restricted share units were granted in the form of deferred share units with a market condition, entitling the holders thereof to receive common shares at a future date.  The deferred share units will be awarded based on the Company’s total return to shareholders with respect to a specified peer group consisting of publicly traded REITs over a three-year period.  The fair value of the restricted share units on the grant date was approximately $1.3 million.  The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards.  The restricted share units will cliff vest upon the third anniversary of the effective date, or December 31, 2017.  The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.

On January 24, 2014, 47,487 restricted share units were granted to certain executives.  The restricted share units were granted in the form of deferred share units with a market condition, entitling the holders thereof to receive common shares at a future date.  The deferred share units will be awarded based on the Company’s total return to shareholders with respect to a specified peer group consisting of publicly traded REITs over a three-year period.  The fair value of the restricted share units on the grant date was approximately $0.9 million.  The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards.  The restricted share units cliff vested on December 31, 2016.  The compensation expense recognized related to these awards is included in the amounts disclosed above.

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EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS' EQUITY AND CAPITAL

12 Months Ended

Dec. 31, 2016

EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS' EQUITY AND CAPITAL

EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS' EQUITY AND CAPITAL

16.  EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS’ EQUITY AND CAPITAL

Earnings per common share and shareholders’ equity

The following is a summary of the elements used in calculating basic and diluted earnings per common share:

	For the year ended December 31,
	2016		2015		2014
	(Dollars and shares in thousands, except per share amounts)
Income from continuing operations	$	88,376	$	78,756	$	26,366
Noncontrolling interests in the Operating Partnership		(941)		(960)		(302)
Noncontrolling interest in subsidiaries		470		(84)		(16)
Distribution to preferred shares (1)		(5,045)		(6,008)		(6,008)
Preferred share redemption charge		(2,937)		—		—
Income from continuing operations attributable to the Company’s common shareholders	$	79,923	$	71,704	$	20,040
Total discontinued operations		—		—		336
Noncontrolling interests in the Operating Partnership		—		—		(5)
Total discontinued operations attributable to the Company’s common shareholders	$	—	$	—	$	331
Net income attributable to the Company’s common shareholders	$	79,923	$	71,704	$	20,371
Weighted-average shares outstanding		178,246		168,640		149,107
Share options and restricted share units		1,287		1,551		1,756
Weighted-average diluted shares outstanding (2)		179,533		170,191		150,863
Basic earnings per share from continuing operations attributable to common shareholders	$	0.45	$	0.43	$	0.13
Basic earnings per share from discontinued operations attributable to common shareholders		—		—		0.01
Basic earnings per share attributable to common shareholders	$	0.45	$	0.43	$	0.14
Diluted earnings per share from continuing operations attributable to common shareholders	$	0.45	$	0.42	$	0.13
Diluted earnings per share from discontinued operations attributable to common shareholders		—		—		0.01
Diluted earnings per share attributable to common shareholders	$	0.45	$	0.42	$	0.14

Earnings per common unit and capital

The following is a summary of the elements used in calculating basic and diluted earnings per common unit:

	For the year ended December 31,
	2016		2015		2014
	(Dollars and units in thousands, except per unit amounts)
Income from continuing operations	$	88,376	$	78,756	$	26,366
Operating Partnership interests of third parties		(941)		(960)		(302)
Noncontrolling interest in subsidiaries		470		(84)		(16)
Distribution to preferred unitholders (1)		(5,045)		(6,008)		(6,008)
Preferred unit redemption charge		(2,937)		—		—
Income from continuing operations attributable to common unitholders	$	79,923	$	71,704	$	20,040
Total discontinued operations		—		—		336
Operating Partnership interests of third parties		—		—		(5)
Total discontinued operations attributable to common unitholders	$	—	$	—	$	331
Net income attributable to common unitholders	$	79,923	$	71,704	$	20,371
Weighted-average units outstanding		178,246		168,640		149,107
Unit options and restricted share units		1,287		1,551		1,756
Weighted-average diluted units outstanding (2)		179,533		170,191		150,863
Basic earnings per unit from continuing operations attributable to common unitholders	$	0.45	$	0.43	$	0.13
Basic earnings per unit from discontinued operations attributable to common unitholders		—		—		0.01
Basic earnings per unit attributable to common unitholders	$	0.45	$	0.43	$	0.14
Diluted earnings per unit attributable to common unitholders	$	0.45	$	0.42	$	0.13
Diluted earnings per unit from discontinued operations attributable to common unitholders		—		—		0.01
Diluted earnings per unit attributable to common unitholders	$	0.45	$	0.42	$	0.14

(1) For the year ended December 31, 2016, the Company declared cash dividends per preferred share/unit of $1.626 prior to redemption of the preferred shares on November 2, 2016. For each of the years ended December 31, 2015 and 2014, the Company declared cash dividends per preferred share/unit of $1.938.

(2) For the years ended December 31, 2016,  2015 and 2014, the Company declared cash dividends per common share/unit of $0.90,  $0.69, and $0.55, respectively.

The OP units and common units have essentially the same economic characteristics as they share equally in the total net income or loss and distributions of the Operating Partnership.  An Operating Partnership unit may be redeemed for cash, or at the Company’s option, common units on a one-for-one basis.  Outstanding noncontrolling interest units in the Operating Partnership were 2,032,394; 2,159,650 and 2,257,486 as of December 31, 2016,  2015 and 2014, respectively. There were 180,083,111;  174,667,870 and 163,956,675 common units outstanding as of December 31, 2016,  2015 and 2014, respectively.

Common and Preferred Shares

On November 2, 2016, the Company redeemed all 3.1 million outstanding shares of 7.75% Series A Cumulative Redeemable Preferred Shares (the “Series A Preferred Shares”) at a cash redemption price of $25.00 per share plus accumulated and unpaid dividends up to and including the date of redemption of $0.17374 per share. The redemption price of $77.5 million for the redemption of the Series A Preferred Shares was paid by the Company from available cash balances. In connection with the redemption, the Company recognized a charge of $2.9 million related to excess redemption costs over the original net proceeds.

Pursuant to a previous sales agreement, the company had an “at-the-market” equity program that enabled it to sell common shares through a sales agent. On May 7, 2013, the Company terminated the previous sales agreement with its previous sales agent and entered into separate equity distribution agreements (the “Equity Distribution Agreements”) with a group of sales agents (collectively, the “Sales Agents”).   The Equity Distribution Agreements replaced the previous sale agreement and were amended on May 5, 2014, October 2, 2014, and December 30, 2015 to increase the number of common shares authorized for sale through “at-the-market” equity offerings.  Pursuant to the Equity Distribution Agreements, as amended, the Company may sell, from time to time, up to 40.0 million common shares of beneficial interest through the Sales Agents.

During 2016, the Company sold a total of 4.4 million common shares under the agreements at an average sales price of $31.25 per share, resulting in net proceeds of $136.1 million after deducting offering costs.  The proceeds from the sales conducted during the year ended December 31, 2016 were used to fund acquisitions of storage properties and for general corporate purposes.  As of December 31, 2016,  5.8 million common shares remained available for issuance under the Equity Distribution Agreements.

During 2015, the Company sold a total of 9.0 million common shares under the agreements at an average sales price of $26.35 per share, resulting in net proceeds of $234.2 million after deducting offering costs.  The proceeds from the sales conducted during the year ended December 31, 2015 were used to fund acquisitions of storage properties and for general corporate purposes.  As of December 31, 2015, 10.2 million common shares remained available for issuance under the Equity Distribution Agreements.

On October 20, 2014, the Parent Company completed its public offering of 7,475,000 common shares at a public offering price of $19.33, inclusive of the full exercise by the underwriters of their option to purchase 975,000 shares to cover over-allotments. The Company received approximately $143.0 million in net proceeds from the offering after deducting the underwriting discount and other offering expenses.  The proceeds combined with the proceeds raised from the program were used for general corporate purposes including funding a portion of the Company’s investment activity.

During 2014, the Company sold a total of 15.2 million common shares under the previous sales agreement and the Equity Distribution Agreements at an average sales price of $18.22 per share, resulting in net proceeds of $273.0 million after deducting offering costs.  The proceeds from the sales conducted during the year ended December 31, 2014 were used to fund acquisitions of storage properties and for general corporate purposes. As of December 31, 2014, 9.2 million common shares remained available for issuance under the Equity Distribution Agreements.

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INCOME TAXES

12 Months Ended

Dec. 31, 2016

INCOME TAXES

INCOME TAXES

17.  INCOME TAXES

Deferred income taxes are established for temporary differences between financial reporting basis and tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse.  A valuation allowance for deferred tax assets is provided if the Company believes that it is more likely than not that all or some portion of the deferred tax asset will not be realized.  No valuation allowance was recorded as of December 31, 2016 or 2015.  The Company had net deferred tax assets of $1.3 million and $1.7 million, which are included in other assets on the Company’s consolidated balance sheets as of December 31, 2016 and 2015, respectively.  The Company recorded $0.7 million in tax benefits associated with share based compensation during the year, which is included in additional paid-in capital on the Company’s consolidated balance sheets. The Company believes it is more likely than not the deferred tax assets will be realized.

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DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2016

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

18.  DISCONTINUED OPERATIONS

In April 2014, the FASB issued an update to the accounting standard for the reporting of discontinued operations. The update redefined discontinued operations, changing the criteria for determining which disposals can be presented as discontinued operations and modified related disclosure requirements. The Company elected to adopt this guidance in 2014. None of the Company’s dispositions during 2014 or  2015 met the criteria for discontinued operations under the new guidance.

For the year ended December 31, 2014, income from discontinued operations relates to real estate tax refunds received as a result of appeals of previous tax assessments on six self-storage properties the Company sold in prior years. 

The following table summarizes the revenue and expense information for the period the Company owned the stores classified as discontinued operations during the years ended December 31, 2016,  2015 and 2014 (in thousands):

	For the year ended December 31,
	2016		2015		2014
REVENUES
Rental income	$	—	$	—	$	—
Other property related income		—		—		—
Total revenues		—		—		—
OPERATING EXPENSES
Property operating expenses		—		—		(336)
Depreciation and amortization		—		—		—
Total operating expenses		—		—		(336)
OPERATING INCOME		—		—		336
OTHER (EXPENSE) INCOME
Interest expense on loans		—		—		—
Gain from dispositions of discontinued operations		—		—		—
Income from discontinued operations	$	—	$	—	$	336

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PRO FORMA FINANCIAL INFORMATION

12 Months Ended

Dec. 31, 2016

PRO FORMA FINANCIAL INFORMATION

PRO FORMA FINANCIAL INFORMATION

19.  PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

During the year ended December 31, 2016, the Company acquired 28 self-storage properties for an aggregate purchase price of approximately $403.6 million (see note 3).

The condensed consolidated pro forma financial information set forth below reflects adjustments to the Company’s historical financial data to give effect to each of the acquisitions and related financing activity (including the issuance of common shares) that occurred during 2016 and 2015 as if each had occurred as of January 1, 2015 and 2014, respectively.  The unaudited pro forma information presented below does not purport to represent what the Company’s actual results of operations would have been for the periods indicated, nor does it purport to represent the Company’s future results of operations.

The following table summarizes, on a pro forma basis, the Company’s consolidated results of operations for the year ended December 31, 2016 and 2015 based on the assumptions described above:

	Year ended December 31,
	2016		2015
	(in thousands, except per share data)
Pro forma revenue	$	520,341	$	428,234
Pro forma net income from continuing operations	$	120,248	$	90,559
Earnings per common share from continuing operations:
Basic - as reported	$	0.45	$	0.43
Diluted - as reported	$	0.45	$	0.42
Basic - as pro forma	$	0.63	$	0.50
Diluted - as pro forma	$	0.62	$	0.49

XML

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

12 Months Ended

Dec. 31, 2016

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

20.  SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

The following is a summary of quarterly financial information for the years ended December 31, 2016 and 2015 (in thousands, except per share data):

	Three months ended
	March 31,		June 30,		September 30,		December 31,
	2016		2016		2016		2016
Total revenues	$	118,871	$	126,526	$	132,096	$	132,546
Total operating expenses		90,145		93,509		92,585		90,848
Net income attributable to the Company		15,750		20,424		24,884		26,847
Basic earnings per share		0.08		0.11		0.13		0.13
Diluted earnings per share		0.08		0.11		0.13		0.13

	Three months ended
	March 31,		June 30,		September 30,		December 31,
	2015		2015		2015		2015
Total revenues	$	103,688	$	109,871	$	115,970	$	114,992
Total operating expenses		83,009		84,163		86,265		83,196
Net income attributable to the Company		8,434		13,724		18,438		37,116
Basic earnings per share		0.04		0.07		0.10		0.21
Diluted earnings per share		0.04		0.07		0.10		0.20

The sum of quarterly earnings per share amounts do not necessarily equal the full year amounts.  The above information was updated to reclassify amounts to discontinued operations (see note 18).

XML

SCHEDULE III REAL ESTATE AND RELATED DEPRECIATION

12 Months Ended

Dec. 31, 2016

SCHEDULE III REAL ESTATE AND RELATED DEPRECIATION

SCHEDULE III REAL ESTATE AND RELATED DEPRECIATION

CUBESMART

SCHEDULE III

REAL ESTATE AND RELATED DEPRECIATION

December 31, 2016

(Dollars in thousands)

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2016
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Chandler I, AZ	47,680		327	1,257	357	327	1,439	1,766	544	2005
Chandler II, AZ	82,889		1,518	7,485	83	1,518	7,568	9,086	801	2013
Gilbert I, AZ	57,300		951	4,688	30	951	4,718	5,669	576	2013
Gilbert II, AZ	91,505		1,199	11,846	—	1,199	11,846	13,045	29	2016
Glendale, AZ	56,807		201	2,265	1,085	418	2,798	3,216	1,271	1998
Green Valley, AZ	25,050		298	1,153	173	298	1,116	1,414	397	2005
Mesa I, AZ	52,575		920	2,739	234	921	2,526	3,447	938	2006
Mesa II, AZ	45,511		731	2,176	231	731	2,089	2,820	782	2006
Mesa III, AZ	59,629		706	2,101	246	706	1,963	2,669	731	2006
Peoria, AZ	110,835		1,436	7,082	213	1,436	7,295	8,731	352	2015
Phoenix I, AZ	100,875		1,134	3,376	476	1,135	3,201	4,336	1,191	2006
Phoenix II, AZ	83,160		756	2,251	1,578	847	3,130	3,977	1,075	2006/2011
Phoenix III, AZ	121,731		2,115	10,429	124	2,115	10,553	12,668	953	2014
Phoenix IV, AZ	69,660		930	12,277	21	930	12,298	13,228	112	2016
Queen Creek, AZ	94,462		1,159	5,716	80	1,159	5,796	6,955	324	2015
Scottsdale, AZ	79,525		443	4,879	1,753	883	5,516	6,399	2,482	1998
Surprise , AZ	72,575		584	3,761	44	584	3,805	4,389	131	2015
Tempe I, AZ	53,890		749	2,159	522	749	2,371	3,120	755	2005
Tempe II, AZ	68,409		588	2,898	2,140	588	5,038	5,626	524	2013
Tucson I, AZ	59,800		188	2,078	1,050	384	2,624	3,008	1,175	1998
Tucson II, AZ	43,950		188	2,078	1,068	391	2,662	3,053	1,160	1998
Tucson III, AZ	49,832		532	2,048	254	533	1,941	2,474	703	2005
Tucson IV, AZ	48,040		674	2,595	317	675	2,492	3,167	896	2005
Tucson V, AZ	45,134		515	1,980	350	515	1,974	2,489	714	2005
Tucson VI, AZ	40,814		440	1,692	223	430	1,617	2,047	592	2005
Tucson VII, AZ	52,688		670	2,576	314	670	2,476	3,146	907	2005
Tucson VIII, AZ	46,650		589	2,265	333	589	2,247	2,836	803	2005
Tucson IX, AZ	67,496		724	2,786	462	725	2,727	3,452	978	2005
Tucson X, AZ	46,350		424	1,633	243	425	1,567	1,992	571	2005
Tucson XI, AZ	42,900		439	1,689	413	439	1,811	2,250	697	2005
Tucson XII, AZ	42,275		671	2,582	331	672	2,484	3,156	879	2005
Tucson XIII, AZ	45,800		587	2,258	342	587	2,231	2,818	802	2005
Tucson XIV, AZ	48,995		707	2,721	463	708	2,637	3,345	964	2005
Benicia, CA	74,770		2,392	7,028	300	2,392	6,244	8,636	2,213	2005
Citrus Heights, CA	75,620		1,633	4,793	231	1,634	4,250	5,884	1,576	2005
Corona, CA	94,975		2,107	10,385	59	2,107	10,444	12,551	719	2014
Diamond Bar, CA	103,309		2,522	7,404	234	2,524	6,546	9,070	2,423	2005
Escondido, CA	143,645		3,040	11,804	201	3,040	9,646	12,686	2,832	2007
Fallbrook, CA	45,976		133	1,492	1,801	432	2,784	3,216	1,234	1997
Fremont, CA	51,243		1,158	5,711	161	1,158	5,872	7,030	548	2014
Lancaster, CA	60,450		390	2,247	1,052	556	2,564	3,120	959	2001
Long Beach, CA	124,571		3,138	14,368	855	3,138	13,287	16,425	4,541	2006
Murrieta, CA	49,785		1,883	5,532	246	1,903	4,913	6,816	1,743	2005
North Highlands, CA	57,094		868	2,546	420	868	2,508	3,376	927	2005
Ontario, CA	93,590		1,705	8,401	307	1,705	8,708	10,413	606	2014
Orangevale, CA	50,542		1,423	4,175	305	1,423	3,807	5,230	1,414	2005
Pleasanton, CA	83,600		2,799	8,222	208	2,799	7,187	9,986	2,547	2005
Rancho Cordova, CA	53,978		1,094	3,212	321	1,095	2,991	4,086	1,094	2005
Rialto I, CA	57,391		899	4,118	209	899	3,755	4,654	1,310	2006
Rialto II, CA	99,783		277	3,098	1,751	672	4,057	4,729	1,914	1997
Riverside I, CA	67,020		1,351	6,183	573	1,351	5,924	7,275	2,023	2006
Riverside II, CA	85,176		1,170	5,359	369	1,170	4,937	6,107	1,733	2006
Roseville, CA	59,944		1,284	3,767	397	1,284	3,565	4,849	1,330	2005
Sacramento I, CA	50,664		1,152	3,380	317	1,152	3,138	4,290	1,156	2005
Sacramento II, CA	62,088		1,406	4,128	244	1,407	3,708	5,115	1,370	2005
San Bernardino I, CA	31,070		51	572	1,185	182	1,429	1,611	615	1997
San Bernardino II, CA	41,546		112	1,251	1,274	306	1,983	2,289	886	1997
San Bernardino III, CA	35,416		98	1,093	1,316	242	1,913	2,155	817	1997
San Bernardino IV, CA	83,277		1,872	5,391	212	1,872	4,887	6,759	1,728	2005
San Bernardino V, CA	56,745		783	3,583	509	783	3,566	4,349	1,263	2006
San Bernardino VII, CA	78,753		1,475	6,753	305	1,290	6,311	7,601	2,229	2006
San Bernardino VIII, CA	103,417		1,691	7,741	594	1,692	6,382	8,074	2,277	2006
San Marcos, CA	37,425		775	2,288	169	776	2,087	2,863	762	2005
Santa Ana, CA	63,916		1,223	5,600	370	1,223	5,191	6,414	1,806	2006
South Sacramento, CA	52,440		790	2,319	334	791	2,234	3,025	810	2005
Spring Valley, CA	55,035		1,178	5,394	760	1,178	5,410	6,588	1,876	2006
Temecula I, CA	81,340		660	4,735	997	899	5,167	6,066	2,156	1998
Temecula II, CA	84,543		3,080	5,839	561	3,080	5,471	8,551	1,547	2007
Vista I, CA	74,238		711	4,076	2,330	1,118	5,097	6,215	1,922	2001
Vista II, CA	147,763		4,629	13,599	167	4,629	11,706	16,335	4,204	2005
Walnut, CA	50,708		1,578	4,635	319	1,595	4,216	5,811	1,496	2005
West Sacramento, CA	40,015	(A)	1,222	3,590	212	1,222	3,235	4,457	1,165	2005
Westminster, CA	68,393		1,740	5,142	375	1,743	4,630	6,373	1,719	2005
Aurora, CO	75,867		1,343	2,986	474	1,343	2,919	4,262	1,004	2005
Centennial, CO	62,400		1,281	8,958	45	1,281	9,003	10,284	190	2016
Colorado Springs I, CO	47,975		771	1,717	372	771	1,746	2,517	618	2005
Colorado Springs II, CO	62,400		657	2,674	251	656	2,417	3,073	847	2006
Denver I, CO	59,200		673	2,741	223	646	2,486	3,132	921	2006
Denver II, CO	74,460		1,430	7,053	109	1,430	7,162	8,592	979	2012
Denver III, CO	76,125		1,828	12,109	15	1,828	12,124	13,952	123	2016
Federal Heights, CO	54,770		878	1,953	271	879	1,828	2,707	642	2005
Golden, CO	87,800		1,683	3,744	517	1,684	3,589	5,273	1,241	2005
Littleton, CO	53,490		1,268	2,820	360	1,268	2,672	3,940	891	2005
Northglenn, CO	43,102		862	1,917	386	662	2,089	2,751	667	2005
Bloomfield, CT	48,700		78	880	2,397	360	2,700	3,060	1,131	1997

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2016
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Branford, CT	50,629		217	2,433	1,415	504	3,135	3,639	1,475	1995
Bristol, CT	47,725		1,819	3,161	88	1,819	2,785	4,604	1,113	2005
East Windsor, CT	46,066		744	1,294	499	744	1,523	2,267	616	2005
Enfield, CT	52,875		424	2,424	456	473	2,111	2,584	837	2001
Gales Ferry, CT	54,905		240	2,697	1,508	489	3,522	4,011	1,781	1995
Manchester I, CT	46,925		540	3,096	415	563	2,738	3,301	1,170	2002
Manchester II, CT	52,725		996	1,730	321	996	1,744	2,740	672	2005
Manchester III, CT	60,113		671	3,308	154	671	3,462	4,133	329	2014
Milford, CT	44,885		87	1,050	1,184	274	1,740	2,014	792	1996
Monroe, CT	58,500		2,004	3,483	642	2,004	3,441	5,445	1,425	2005
Mystic, CT	50,825		136	1,645	2,021	410	2,923	3,333	1,320	1996
Newington I, CT	42,620		1,059	1,840	216	1,059	1,762	2,821	697	2005
Newington II, CT	36,140		911	1,584	265	911	1,575	2,486	624	2005
Norwalk I, CT	30,328		646	3,187	54	646	3,241	3,887	463	2012
Norwalk II, CT	78,175		1,171	15,422	82	1,171	15,504	16,675	355	2016
Old Saybrook I, CT	87,000		3,092	5,374	656	3,092	5,177	8,269	2,051	2005
Old Saybrook II, CT	26,425		1,135	1,973	251	1,135	1,896	3,031	779	2005
Shelton, CT	78,405		1,613	9,032	205	1,613	8,153	9,766	1,348	2011
South Windsor, CT	72,075		90	1,127	1,398	272	2,133	2,405	936	1996
Stamford, CT	28,907		1,941	3,374	120	1,941	2,954	4,895	1,168	2005
Wilton, CT	84,515		2,409	12,261	374	2,421	12,696	15,117	1,935	2012
Washington I, DC	63,085	(A)	871	12,759	496	894	10,533	11,427	2,981	2008
Washington II, DC	82,787		3,152	13,612	179	3,154	12,016	15,170	1,915	2011
Washington III, DC	78,430		4,469	15,438	48	4,469	15,486	19,955	446	2016
Boca Raton, FL	37,968		529	3,054	1,590	813	3,541	4,354	1,364	2001
Boynton Beach I, FL	61,725		667	3,796	1,920	958	4,393	5,351	1,672	2001
Boynton Beach II, FL	61,514		1,030	2,968	404	1,030	2,935	3,965	1,044	2005
Boynton Beach III, FL	67,393		1,225	6,037	245	1,225	6,282	7,507	507	2014
Boynton Beach IV, FL	76,362		1,455	7,171	49	1,455	7,220	8,675	345	2015
Bradenton I, FL	68,298		1,180	3,324	240	1,180	3,043	4,223	1,119	2004
Bradenton II, FL	87,958		1,931	5,561	1,104	1,931	5,570	7,501	2,027	2004
Cape Coral I, FL	76,857		472	2,769	2,570	830	4,036	4,866	1,861	2000
Cape Coral II, FL	67,955		1,093	5,387	76	1,093	5,463	6,556	366	2014
Coconut Creek I, FL	78,846		1,189	5,863	167	1,189	6,030	7,219	830	2012
Coconut Creek II, FL	90,147		1,937	9,549	170	1,937	9,719	11,656	908	2014
Dania Beach, FL	180,588		3,584	10,324	1,365	3,584	10,151	13,735	3,742	2004
Dania, FL	58,165		205	2,068	1,516	481	2,886	3,367	1,337	1996
Davie, FL	80,985		1,268	7,183	1,219	1,373	6,131	7,504	2,214	2001
Deerfield Beach, FL	57,230		946	2,999	2,144	1,311	4,634	5,945	1,980	1998
Delray Beach I, FL	67,833		798	4,539	818	883	4,077	4,960	1,596	2001
Delray Beach II, FL	75,710		957	4,718	213	957	4,931	5,888	572	2013
Delray Beach III, FL	94,395		2,086	10,286	151	2,086	10,437	12,523	834	2014
Ft. Lauderdale I, FL	70,043		937	3,646	2,485	1,384	5,456	6,840	2,338	1999
Ft. Lauderdale II, FL	49,577		862	4,250	87	862	4,337	5,199	418	2013
Ft. Myers I, FL	67,534		303	3,329	913	328	3,243	3,571	1,396	1999
Ft. Myers II, FL	83,375		1,030	5,080	132	1,030	5,212	6,242	419	2014
Ft. Myers III, FL	81,554		1,148	5,658	153	1,148	5,811	6,959	466	2014
Jacksonville I, FL	79,705		1,862	5,362	148	1,862	4,827	6,689	1,592	2005
Jacksonville II, FL	64,970		950	7,004	164	950	5,620	6,570	1,639	2007
Jacksonville III, FL	66,010		860	7,409	1,007	1,670	6,014	7,684	1,771	2007
Jacksonville IV, FL	77,525		870	8,049	1,050	1,651	7,024	8,675	2,067	2007
Jacksonville V, FL	82,483		1,220	8,210	359	1,220	6,833	8,053	2,007	2007
Jacksonville VI, FL	67,275		755	3,725	109	755	3,834	4,589	256	2014
Kendall, FL	75,495	(A)	2,350	8,106	271	2,350	6,604	8,954	1,936	2007
Lake Worth I, FL	159,799		183	6,597	7,456	354	11,361	11,715	5,118	1998
Lake Worth II, FL	86,924		1,552	7,654	148	1,552	7,802	9,354	667	2014
Lake Worth III, FL	94,015		957	4,716	212	957	4,928	5,885	255	2015
Lakeland, FL	49,079		81	896	1,233	256	1,544	1,800	682	1994
Leisure City, FL	56,075		409	2,018	156	409	2,174	2,583	309	2012
Lutz I, FL	66,795		901	2,478	251	901	2,344	3,245	851	2004
Lutz II, FL	69,232		992	2,868	376	992	2,749	3,741	984	2004
Margate I, FL	53,660		161	1,763	2,155	399	3,243	3,642	1,485	1996
Margate II, FL	65,380		132	1,473	1,829	383	2,687	3,070	1,206	1996
Merritt Island, FL	50,261		716	2,983	648	796	2,893	3,689	1,125	2002
Miami I, FL	46,500		179	1,999	1,835	484	2,839	3,323	1,287	1996
Miami II, FL	66,960		253	2,544	1,594	561	3,309	3,870	1,545	1996
Miami III, FL	151,620		4,577	13,185	862	4,577	12,223	16,800	4,144	2005
Miami IV, FL	76,695		1,852	10,494	924	1,963	9,858	11,821	1,806	2011
Miramar, FL	80,130		1,206	5,944	77	1,206	6,021	7,227	687	2013
Naples I, FL	48,100		90	1,010	2,598	270	3,067	3,337	1,373	1996
Naples II, FL	65,850		148	1,652	4,405	558	5,363	5,921	2,454	1997
Naples III, FL	80,021		139	1,561	4,193	598	4,134	4,732	1,906	1997
Naples IV, FL	40,650		262	2,980	609	407	2,996	3,403	1,390	1998
New Smyrna Beach, FL	81,454		1,261	6,215	104	1,261	6,319	7,580	439	2014
Ocoee, FL	76,150		1,286	3,705	191	1,286	3,379	4,665	1,173	2005
Orange City, FL	59,580		1,191	3,209	222	1,191	2,944	4,135	1,081	2004
Orlando II, FL	63,184		1,589	4,576	179	1,589	4,116	5,705	1,437	2005
Orlando III, FL	101,530		1,209	7,768	701	1,209	7,081	8,290	2,175	2006
Orlando IV, FL	76,581		633	3,587	163	633	3,247	3,880	626	2010
Orlando V, FL	75,295		950	4,685	113	950	4,798	5,748	643	2012
Orlando VI, FL	67,275		640	3,154	139	640	3,293	3,933	222	2014
Oviedo, FL	49,276		440	2,824	586	440	2,739	3,179	868	2006
Palm Coast I, FL	47,400		555	2,735	106	555	2,841	3,396	269	2014
Palm Coast II, FL	122,490		1,511	7,450	336	1,511	7,786	9,297	738	2014
Palm Harbor, FL	82,685		2,457	16,178	84	2,457	16,262	18,719	332	2016
Pembroke Pines, FL	67,321		337	3,772	2,796	953	5,425	6,378	2,470	1997
Royal Palm Beach II, FL	81,274		1,640	8,607	292	1,640	7,238	8,878	2,121	2007
Sanford I, FL	61,810		453	2,911	189	453	2,534	2,987	770	2006
Sanford II, FL	69,755		1,003	4,944	140	1,003	5,084	6,087	353	2014
Sarasota, FL	71,142		333	3,656	1,368	529	3,827	4,356	1,640	1999
St. Augustine, FL	59,725		135	1,515	3,407	383	4,319	4,702	1,995	1996
St. Petersburg, FL	66,050		2,721	10,173	251	2,721	10,424	13,145	208	2016
Stuart, FL	86,756		324	3,625	3,166	685	5,808	6,493	2,591	1997
SW Ranches, FL	64,990		1,390	7,598	269	1,390	6,005	7,395	1,741	2007
Tampa I, FL	83,913		2,670	6,249	251	2,670	5,147	7,817	1,488	2007
Tampa II, FL	74,790		2,291	10,262	104	2,291	10,366	12,657	209	2016
West Palm Beach I, FL	66,906		719	3,420	1,660	835	3,841	4,676	1,499	2001
West Palm Beach II, FL	94,353		2,129	8,671	429	2,129	7,795	9,924	2,874	2004
West Palm Beach III, FL	77,440		804	3,962	68	804	4,030	4,834	524	2012
West Palm Beach IV, FL	102,892		1,499	7,392	314	1,499	7,706	9,205	624	2014
Winter Park, FL	54,356		866	4,268	87	866	4,355	5,221	302	2014
Alpharetta, GA	90,501		806	4,720	1,029	967	4,004	4,971	1,513	2001
Atlanta, GA	66,625		822	4,053	55	822	4,108	4,930	572	2012

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2016
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Austell, GA	83,655		1,635	4,711	311	1,643	4,366	6,009	1,342	2006
Decatur, GA	145,440		616	6,776	356	616	6,175	6,791	2,960	1998
Duluth, GA	70,885		373	2,044	184	373	1,904	2,277	336	2011
Lawrenceville, GA	73,740		546	2,903	390	546	2,876	3,422	513	2011
Lithia Springs, GA	66,750		748	5,552	81	748	5,633	6,381	194	2015
Norcross I, GA	85,420		514	2,930	916	632	2,938	3,570	1,086	2001
Norcross II, GA	52,595		366	2,025	193	366	1,933	2,299	345	2011
Norcross III, GA	46,955		938	4,625	61	938	4,686	5,624	724	2012
Norcross IV, GA	57,505		576	2,839	80	576	2,919	3,495	405	2012
Peachtree City I, GA	49,875		435	2,532	759	529	2,512	3,041	917	2001
Peachtree City II, GA	59,950		398	1,963	116	398	2,079	2,477	278	2012
Smyrna, GA	57,015		750	4,271	279	750	3,448	4,198	1,333	2001
Snellville, GA	79,950		1,660	4,781	340	1,660	4,458	6,118	1,332	2007
Suwanee I, GA	85,125		1,737	5,010	296	1,737	4,606	6,343	1,387	2007
Suwanee II, GA	79,590		800	6,942	75	622	5,813	6,435	1,708	2007
Villa Rica, GA	65,365		757	5,616	113	757	5,729	6,486	196	2015
Addison, IL	31,575		428	3,531	466	428	3,496	3,924	1,250	2004
Aurora, IL	73,985		644	3,652	200	644	3,332	3,976	1,205	2004
Bartlett, IL	51,395		931	2,493	293	931	2,404	3,335	884	2004
Bellwood, IL	86,350		1,012	5,768	909	1,012	4,942	5,954	1,856	2001
Blue Island, IL	55,125		633	3,120	44	633	3,164	3,797	177	2015
Bolingbrook, IL	80,915		1,675	8,254	168	1,675	8,422	10,097	583	2014
Chicago I, IL	95,745		2,667	13,118	877	2,667	13,995	16,662	969	2014
Chicago II, IL	78,585		833	4,035	69	833	4,104	4,937	283	2014
Chicago III, IL	84,990		2,427	11,962	778	2,427	12,740	15,167	890	2014
Chicago IV, IL	60,495		1,296	6,385	26	1,296	6,411	7,707	357	2015
Chicago V, IL	51,775		1,044	5,144	38	1,044	5,182	6,226	289	2015
Chicago VI, IL	71,785		1,596	9,535	27	1,596	9,562	11,158	192	2016
Countryside, IL	99,856		2,607	12,684	141	2,607	12,825	15,432	885	2014
Des Plaines, IL	69,600		1,564	4,327	733	1,564	4,420	5,984	1,546	2004
Downers Grove, IL	71,625		1,498	13,153	11	1,498	13,164	14,662	271	2016
Elk Grove Village, IL	64,079		1,446	3,535	293	1,446	3,298	4,744	1,241	2004
Evanston, IL	57,850		1,103	5,440	195	1,103	5,635	6,738	658	2013
Glenview, IL	100,085		3,740	10,367	571	3,740	9,472	13,212	3,419	2004
Gurnee, IL	80,300		1,521	5,440	301	1,521	4,977	6,498	1,844	2004
Hanover, IL	41,190		1,126	2,197	269	1,126	2,127	3,253	788	2004
Harvey, IL	60,090		869	3,635	241	869	3,334	4,203	1,212	2004
Joliet, IL	72,865		547	4,704	246	547	4,291	4,838	1,567	2004
Kildeer, IL	36,585		2,102	2,187	226	1,997	2,211	4,208	796	2004
Lombard, IL	57,691		1,305	3,938	828	1,305	4,161	5,466	1,534	2004
Maywood, IL	60,225		749	3,689	15	749	3,704	4,453	206	2015
Mount Prospect, IL	65,000		1,701	3,114	599	1,701	3,261	4,962	1,131	2004
Mundelein, IL	44,700		1,498	2,782	358	1,498	2,725	4,223	958	2004
North Chicago, IL	53,400		1,073	3,006	422	1,073	2,943	4,016	1,081	2004
Plainfield I, IL	53,900		1,770	1,715	335	1,740	1,757	3,497	606	2004
Plainfield II, IL	51,900		694	2,000	239	694	1,906	2,600	638	2005
Schaumburg, IL	31,160		538	645	212	538	720	1,258	260	2004
Streamwood, IL	64,305		1,447	1,662	396	1,447	1,747	3,194	637	2004
Warrenville, IL	48,796		1,066	3,072	414	1,066	3,054	4,120	1,005	2005
Waukegan, IL	79,500		1,198	4,363	594	1,198	4,304	5,502	1,520	2004
West Chicago, IL	48,175		1,071	2,249	431	1,071	2,322	3,393	824	2004
Westmont, IL	53,300		1,155	3,873	291	1,155	3,623	4,778	1,289	2004
Wheeling I, IL	54,210		857	3,213	441	857	3,182	4,039	1,146	2004
Wheeling II, IL	67,825		793	3,816	475	793	3,739	4,532	1,383	2004
Woodridge, IL	50,232		943	3,397	213	943	3,135	4,078	1,145	2004
Schererville, IN	67,604		1,134	5,589	42	1,134	5,631	6,765	464	2014
Boston I, MA	33,286		538	3,048	256	538	2,880	3,418	550	2010
Boston II, MA	60,470		1,516	8,628	392	1,516	7,180	8,696	3,006	2002
Boston III, MA	108,205		3,211	15,829	182	3,211	16,011	19,222	1,151	2014
Brockton, MA	65,910		577	4,394	13	577	4,407	4,984	152	2015
Haverhill, MA	61,169		669	6,610	35	669	6,645	7,314	231	2015
Lawrence, MA	34,672		585	4,737	39	585	4,776	5,361	165	2015
Leominster, MA	54,023		90	1,519	2,469	338	3,348	3,686	1,463	1998
Medford, MA	58,745		1,330	7,165	131	1,330	5,805	7,135	1,611	2007
Stoneham, MA	61,000		1,558	7,679	74	1,558	7,753	9,311	892	2013
Tewksbury, MA	62,402		1,537	7,579	71	1,537	7,650	9,187	653	2014
Walpole, MA	74,890	6,216	634	13,069	267	634	13,336	13,970	215	2016
Baltimore, MD	93,750		1,050	5,997	1,382	1,173	5,251	6,424	1,972	2001
Beltsville, MD	63,687		1,277	6,295	52	1,268	6,356	7,624	731	2013
California, MD	77,840		1,486	4,280	279	1,486	3,968	5,454	1,427	2004
Capitol Heights, MD	79,675		2,704	13,332	41	2,704	13,373	16,077	601	2015
Clinton, MD	84,225		2,182	10,757	103	2,182	10,860	13,042	1,066	2013
District Heights, MD	78,190		1,527	8,313	534	1,527	7,722	9,249	1,321	2011
Elkridge, MD	63,475		1,155	5,695	232	1,155	5,927	7,082	591	2013
Gaithersburg I, MD	87,045		3,124	9,000	427	3,124	8,165	11,289	2,957	2005
Gaithersburg II, MD	74,100		2,383	11,750	66	2,383	11,816	14,199	533	2015
Hyattsville, MD	52,765		1,113	5,485	65	1,113	5,550	6,663	638	2013
Laurel, MD	162,896		1,409	8,035	3,668	1,928	8,866	10,794	3,409	2001
Temple Hills I, MD	97,275		1,541	8,788	2,466	1,800	8,801	10,601	3,363	2001
Temple Hills II, MD	84,225		2,229	10,988	50	2,229	11,038	13,267	1,024	2014
Timonium, MD	66,717		2,269	11,184	181	2,269	11,365	13,634	1,057	2014
Upper Marlboro, MD	62,290		1,309	6,455	83	1,309	6,538	7,847	754	2013
Bloomington, MN	100,978		1,598	12,298	95	1,598	12,393	13,991	113	2016
Belmont, NC	81,850		385	2,196	911	451	2,293	2,744	864	2001
Burlington I, NC	109,300		498	2,837	842	498	2,878	3,376	1,130	2001
Burlington II, NC	42,165		320	1,829	389	340	1,677	2,017	655	2001
Cary, NC	112,402		543	3,097	780	543	3,198	3,741	1,257	2001
Charlotte I, NC	69,000		782	4,429	1,494	1,068	4,729	5,797	1,847	2002
Charlotte II, NC	53,666		821	8,764	1	821	8,765	9,586	40	2016
Cornelius, NC	59,270		2,424	4,991	4	2,424	4,995	7,419	173	2015
Pineville, NC	77,847		2,490	9,169	125	2,490	9,294	11,784	319	2015
Raleigh, NC	48,675		209	2,398	384	296	2,307	2,603	1,036	1998
Bordentown, NJ	50,550		457	2,255	50	457	2,305	2,762	320	2012
Brick, NJ	51,720		234	2,762	1,453	485	3,390	3,875	1,641	1996
Cherry Hill I, NJ	51,500		222	1,260	157	222	1,235	1,457	253	2010
Cherry Hill II, NJ	65,500		471	2,323	105	471	2,428	2,899	331	2012
Clifton, NJ	105,550		4,346	12,520	293	4,340	11,133	15,473	3,835	2005
Cranford, NJ	91,280		290	3,493	2,492	779	4,800	5,579	2,213	1996
East Hanover, NJ	107,679		504	5,763	4,037	1,315	7,875	9,190	3,739	1996
Egg Harbor I, NJ	36,025		104	510	63	104	562	666	106	2010
Egg Harbor II, NJ	70,400		284	1,608	245	284	1,633	1,917	336	2010
Elizabeth, NJ	38,830		751	2,164	544	751	2,385	3,136	827	2005
Fairview, NJ	27,876		246	2,759	580	246	2,740	2,986	1,256	1997
Freehold, NJ	81,420		1,086	5,355	193	1,086	5,548	6,634	760	2012

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2016
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Hamilton, NJ	70,550		1,885	5,430	363	1,893	5,025	6,918	1,557	2006
Hoboken, NJ	34,180		1,370	3,947	770	1,370	4,083	5,453	1,476	2005
Linden, NJ	100,425		517	6,008	2343	1,043	6,827	7,870	3,121	1996
Lumberton, NJ	96,025		987	4,864	136	987	5,000	5,987	701	2012
Morris Township, NJ	72,226		500	5,602	2,849	1,072	6,815	7,887	3,083	1997
Parsippany, NJ	84,355		475	5,322	5,648	844	9,646	10,490	2,817	1997
Rahway, NJ	83,121		1,486	7,326	127	1,486	7,453	8,939	859	2013
Randolph, NJ	52,565		855	4,872	1,344	1,108	4,877	5,985	2,036	2002
Ridgefield, NJ	67,803		1,810	8,925	262	1,810	9,187	10,997	393	2015
Roseland, NJ	53,569		1,844	9,759	118	1,844	9,877	11,721	343	2015
Sewell, NJ	57,826		484	2,766	1,411	706	3,114	3,820	1,186	2001
Somerset, NJ	57,385		1,243	6,129	165	1,243	6,294	7,537	849	2012
Whippany, NJ	92,070		2,153	10,615	127	2,153	10,742	12,895	1,233	2013
Albuquerque I, NM	65,927		1,039	3,395	280	1,039	3,091	4,130	1,178	2005
Albuquerque II, NM	58,798		1,163	3,801	263	1,163	3,441	4,604	1,312	2005
Albuquerque III, NM	57,536		664	2,171	360	664	2,140	2,804	807	2005
Henderson, NV	75,150		1,246	6,143	93	1,246	6,236	7,482	431	2014
Las Vegas I, NV	48,532		1,851	2,986	537	1,851	3,112	4,963	1,224	2006
Las Vegas II, NV	48,850		3,354	5,411	373	3,355	5,203	8,558	2,058	2006
Las Vegas III, NV	74,200		1,171	10,034	58	1,171	10,092	11,263	115	2016
Las Vegas IV, NV	71,217		1,116	8,575	10	1,116	8,585	9,701	103	2016
Las Vegas V, NV	107,226		1,460	9,560	24	1,460	9,584	11,044	65	2016
Las Vegas VI, NV	94,482		1,386	12,299	1	1,386	12,300	13,686	27	2016
Baldwin, NY	61,380		1,559	7,685	589	1,559	8,274	9,833	338	2015
Bronx I, NY	69,183		2,014	11,411	988	2,014	10,807	12,821	2,164	2010
Bronx II, NY	99,046		—	28,289	1,685	—	29,439	29,439	4,665	2011
Bronx III, NY	105,940		6,459	36,180	162	6,460	31,995	38,455	5,239	2011
Bronx IV, NY	75,030		—	22,074	116	—	19,535	19,535	3,211	2011
Bronx V, NY	54,733		—	17,556	184	—	15,628	15,628	2,572	2011
Bronx VI, NY	45,970		—	16,803	356	—	15,127	15,127	2,466	2011
Bronx VII, NY	78,625	8,423	—	22,512	173	—	22,794	22,794	3,496	2012
Bronx VIII, NY	30,550	2,957	1,245	6,137	157	1,251	6,324	7,575	974	2012
Bronx IX, NY	148,040	22,952	7,967	39,279	1,245	7,967	40,524	48,491	6,041	2012
Bronx X, NY	159,855	26,464	9,090	44,816	417	9,090	45,233	54,323	6,382	2012
Bronx XI, NY	46,457		—	17,130	203	—	17,333	17,333	1,269	2014
Bronx XII, NY	90,300		—	31,603	—	—	31,602	31,602	517	2016
Brooklyn I, NY	57,510		1,795	10,172	308	1,795	9,064	10,859	1,800	2010
Brooklyn II, NY	60,920		1,601	9,073	485	1,601	8,260	9,861	1,666	2010
Brooklyn III, NY	41,625		2,772	13,570	137	2,772	13,790	16,562	2,269	2011
Brooklyn IV, NY	37,467		2,283	11,184	159	2,284	11,406	13,690	1,883	2011
Brooklyn V, NY	47,020		2,374	11,636	92	2,374	11,782	14,156	1,930	2011
Brooklyn VI, NY	75,640		4,210	20,638	87	4,211	20,832	25,043	3,411	2011
Brooklyn VII, NY	72,725		5,604	27,452	158	5,604	27,774	33,378	4,558	2011
Brooklyn VIII, NY	61,555		4,982	24,561	81	4,982	24,642	29,624	2,094	2014
Brooklyn IX, NY	46,980		2,966	14,620	64	2,966	14,684	17,650	1,249	2014
Brooklyn X, NY	56,000		3,739	7,703	2,805	4,885	9,362	14,247	280	2015
Brooklyn XI, NY	109,846		10,093	35,385	21	10,093	35,406	45,499	1,031	2016
Holbrook, NY	60,397		2,029	10,737	50	2,029	10,787	12,816	372	2015
Jamaica I, NY	88,385		2,043	11,658	2,256	2,043	11,192	13,235	4,059	2001
Jamaica II, NY	92,805		5,391	26,413	328	5,391	26,884	32,275	4,391	2011
Long Island City, NY	88,825		5,700	28,101	33	5,700	28,134	33,834	1,864	2014
New Rochelle I, NY	43,587		1,673	4,827	1,168	1,673	5,347	7,020	1,674	2005
New Rochelle II, NY	63,220		3,167	2,713	412	3,762	18,958	22,720	2,898	2012
North Babylon, NY	78,341		225	2,514	4,178	568	5,544	6,112	2,455	1998
Patchogue, NY	47,649		1,141	5,624	42	1,141	5,666	6,807	392	2014
Queens I, NY	74,238		5,158	12,339	752	5,158	13,091	18,249	454	2015
Queens II, NY	91,100		6,208	25,815	1	6,208	25,816	32,024	755	2016
Riverhead, NY	38,340		1,068	1,149	201	1,068	1,105	2,173	475	2005
Southold, NY	59,645		2,079	2,238	302	2,079	2,136	4,215	869	2005
Staten Island, NY	96,573		1,919	9,463	316	1,919	9,779	11,698	1,090	2013
Tuckahoe, NY	50,878		2,363	17,411	262	2,363	11,902	14,265	1,935	2011
West Hempstead, NY	83,995		2,237	11,030	135	2,237	11,165	13,402	1,526	2012
White Plains, NY	85,864		3,295	18,049	992	3,295	16,549	19,844	2,983	2011
Woodhaven, NY	50,665		2,015	11,219	74	2,015	9,995	12,010	1,640	2011
Wyckoff, NY	60,290		1,961	11,113	307	1,961	9,938	11,899	1,894	2010
Yorktown, NY	78,815		2,382	11,720	175	2,382	11,909	14,291	1,957	2011
Cleveland I, OH	46,000		525	2,592	265	524	2,508	3,032	920	2005
Cleveland II, OH	58,325		290	1,427	221	289	1,397	1,686	525	2005
Columbus I, OH	71,905		1,234	3,151	134	1,239	2,809	4,048	981	2006
Columbus II, OH	36,409		769	3,788	121	769	3,909	4,678	274	2014
Columbus III, OH	51,200		326	1,607	104	326	1,711	2,037	119	2014
Columbus IV, OH	60,950		443	2,182	86	443	2,268	2,711	158	2014
Columbus V, OH	74,925		838	4,128	79	838	4,207	5,045	291	2014
Columbus VI, OH	63,725		701	3,454	81	701	3,535	4,236	244	2014
Grove City, OH	89,290		1,756	4,485	277	1,761	4,144	5,905	1,407	2006
Hilliard, OH	89,290		1,361	3,476	255	1,366	3,243	4,609	1,117	2006
Lakewood, OH	39,332		405	854	617	405	1,315	1,720	949	1989
Lewis Center, OH	77,774		1,056	5,206	129	1,056	5,335	6,391	368	2014
Middleburg Heights, OH	93,200		63	704	2,275	332	2,353	2,685	1,017	1980
North Olmsted I, OH	48,665		63	704	1,517	214	1,734	1,948	757	1979
North Olmsted II, OH	47,850		290	1,129	1,219	469	2,023	2,492	1,550	1988
North Randall, OH	80,297		515	2,323	3,213	898	4,288	5,186	1,892	1998
Reynoldsburg, OH	67,245		1,290	3,295	295	1,295	3,135	4,430	1,098	2006
Strongsville, OH	43,683		570	3,486	406	570	3,059	3,629	910	2007
Warrensville Heights, OH	90,281		525	766	3,218	935	3,386	4,321	1,394	1980
Westlake, OH	62,750		509	2,508	224	508	2,344	2,852	904	2005
Conshohocken, PA	81,255		1,726	8,508	162	1,726	8,670	10,396	1,192	2012
Exton, PA	57,750		541	2,668	117	519	2,807	3,326	379	2012
Langhorne, PA	65,150		1,019	5,023	289	1,019	5,312	6,331	715	2012
Levittown, PA	76,130		926	5,296	1,258	926	4,853	5,779	1,833	2001
Malvern, PA	18,848		2,959	18,198	1,600	2,959	19,797	22,756	1,634	2013
Montgomeryville, PA	84,145		975	4,809	210	975	5,019	5,994	699	2012
Norristown, PA	61,556		662	3,142	773	638	4,045	4,683	694	2011
Philadelphia I, PA	96,176		1,461	8,334	1,830	1,461	6,820	8,281	2,618	2001
Philadelphia II, PA	68,279		1,012	4,990	160	1,012	5,150	6,162	463	2014
Exeter, RI	41,275		547	2,697	106	547	2,803	3,350	195	2014
Johnston, RI	77,275		1,061	5,229	75	1,061	5,304	6,365	368	2014
Wakefield, RI	45,745		823	4,058	35	823	4,093	4,916	281	2014
Woonsocket, RI	72,700		1,049	5,172	114	1,049	5,286	6,335	367	2014
Antioch, TN	75,985		588	4,906	347	588	4,486	5,074	1,580	2005
Nashville I, TN	107,790		405	3,379	755	405	3,545	3,950	1,210	2005
Nashville II, TN	83,416		593	4,950	210	593	4,466	5,059	1,608	2005
Nashville III, TN	101,525		416	3,469	265	416	3,401	3,817	1,202	2006
Nashville IV, TN	102,450		992	8,274	374	992	7,406	8,398	2,610	2006

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2016
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Nashville V, TN	74,560	2,457	895	4,311	104	895	4,415	5,310	238	2015
Nashville VI, TN	72,486		2,749	8,443	85	2,749	8,528	11,277	293	2015
Allen, TX	62,710		714	3,519	98	714	3,617	4,331	511	2012
Austin I, TX	59,645		2,239	2,038	255	2,239	1,944	4,183	668	2005
Austin II, TX	64,625	(A)	734	3,894	355	738	3,687	4,425	1,199	2006
Austin III, TX	70,560		1,030	5,468	265	1,035	5,074	6,109	1,623	2006
Austin IV, TX	65,358		862	4,250	197	862	4,447	5,309	397	2014
Austin V, TX	67,850		1,050	5,175	208	1,050	5,383	6,433	389	2014
Austin VI, TX	62,770		1,150	5,669	160	1,150	5,829	6,979	406	2014
Austin VII, TX	71,023		1,429	6,263	79	1,429	6,342	7,771	218	2015
Austin VIII, TX	61,075		2,935	7,007	42	2,935	7,049	9,984	170	2016
Bryan, TX	60,400		1,394	1,268	359	1,396	1,390	2,786	448	2005
Carrollton, TX	77,420		661	3,261	124	661	3,385	4,046	431	2012
Cedar Park, TX	89,050		3,350	7,950	27	3,350	7,977	11,327	206	2016
College Station, TX	26,550		812	740	196	813	749	1,562	247	2005
Cypress, TX	58,181		360	1,773	140	360	1,913	2,273	273	2012
Dallas I, TX	58,582		2,475	2,253	401	2,475	2,207	4,682	780	2005
Dallas II, TX	79,023		940	4,635	199	940	4,834	5,774	481	2013
Dallas III, TX	83,229		2,608	12,857	179	2,608	13,036	15,644	859	2014
Dallas IV, TX	114,550		2,369	11,850	57	2,369	11,907	14,276	674	2015
Dallas V, TX	54,473		—	11,604	81	—	11,685	11,685	527	2015
Denton, TX	60,846		553	2,936	224	569	2,665	3,234	838	2006
Fort Worth I, TX	50,446		1,253	1,141	262	1,253	1,167	2,420	398	2005
Fort Worth II, TX	72,900		868	4,607	362	874	4,301	5,175	1,407	2006
Fort Worth III, TX	80,445		1,000	4,928	66	1,000	4,994	5,994	291	2015
Fort Worth IV, TX	77,654		1,274	7,693	26	1,274	7,719	8,993	168	2016
Frisco I, TX	50,854		1,093	3,148	178	1,093	2,868	3,961	987	2005
Frisco II, TX	71,399		1,564	4,507	163	1,564	4,056	5,620	1,405	2005
Frisco III, TX	74,765		1,147	6,088	549	1,154	5,831	6,985	1,857	2006
Frisco IV, TX	76,000		719	4,072	266	719	3,780	4,499	760	2010
Frisco V, TX	74,415		1,159	5,714	116	1,159	5,830	6,989	514	2014
Frisco VI, TX	69,176		1,064	5,247	114	1,064	5,361	6,425	375	2014
Garland I, TX	70,100		751	3,984	532	767	3,925	4,692	1,269	2006
Garland II, TX	68,425		862	4,578	250	862	4,231	5,093	1,310	2006
Grapevine, TX	77,294		1,211	8,559	109	1,211	8,668	9,879	183	2016
Houston III, TX	61,590		575	524	337	576	749	1,325	281	2005
Houston IV, TX	43,750		960	875	557	961	1,231	2,192	377	2005
Houston V, TX	125,280		1,153	6,122	1,042	991	6,439	7,430	1,923	2006
Houston VI, TX	54,690		575	524	5,733	983	4,936	5,919	881	2011
Houston VII, TX	46,991		681	3,355	140	681	3,495	4,176	549	2012
Houston VIII, TX	54,219		1,294	6,377	307	1,294	6,684	7,978	943	2012
Houston IX, TX	51,208		296	1,459	107	296	1,566	1,862	225	2012
Humble, TX	70,702		706	5,727	62	706	5,789	6,495	200	2015
Katy, TX	71,308		1,329	6,552	72	1,329	6,624	7,953	647	2013
Keller, TX	61,885		890	4,727	240	890	4,351	5,241	1,418	2006
Lewisville I, TX	67,340		476	2,525	379	492	2,468	2,960	780	2006
Lewisville II, TX	127,659		1,464	7,217	291	1,464	7,508	8,972	799	2013
Lewisville III, TX	101,872		1,307	15,025	126	1,307	15,151	16,458	409	2016
Little Elm I, TX	60,065		892	5,529	85	892	5,614	6,506	157	2016
Little Elm II, TX	96,896		1,219	9,864	57	1,219	9,921	11,140	257	2016
Mansfield I, TX	63,025		837	4,443	258	843	4,121	4,964	1,344	2006
Mansfield II, TX	58,025		662	3,261	139	662	3,400	4,062	495	2012
Mansfield III, TX	70,995		947	4,703	154	947	4,857	5,804	47	2016
McKinney I, TX	47,020		1,632	1,486	193	1,634	1,439	3,073	497	2005
McKinney II, TX	70,050		855	5,076	184	857	4,635	5,492	1,531	2006
McKinney III, TX	53,148		652	3,213	61	652	3,274	3,926	209	2014
North Richland Hills, TX	57,200		2,252	2,049	234	2,252	1,905	4,157	648	2005
Pearland, TX	72,050		450	2,216	198	450	2,414	2,864	338	2012
Richmond, TX	102,278		1,437	7,083	175	1,437	7,258	8,695	721	2013
Roanoke, TX	59,860		1,337	1,217	166	1,337	1,157	2,494	394	2005
San Antonio I, TX	73,509		2,895	2,635	352	2,895	2,456	5,351	839	2005
San Antonio II, TX	73,230		1,047	5,558	197	1,052	5,062	6,114	1,566	2006
San Antonio III, TX	71,775		996	5,286	277	996	4,841	5,837	1,468	2007
San Antonio IV, TX	61,500		829	3,891	71	829	3,962	4,791	36	2016
Spring, TX	72,751		580	3,081	259	580	2,849	3,429	929	2006
Murray I, UT	60,280		3,847	1,017	482	3,848	1,283	5,131	487	2005
Murray II, UT	71,621		2,147	567	521	2,147	917	3,064	324	2005
Salt Lake City I, UT	56,446		2,695	712	519	2,696	1,045	3,741	378	2005
Salt Lake City II, UT	51,676		2,074	548	402	1,937	785	2,722	298	2005
Alexandria, VA	114,100		2,812	13,865	224	2,812	14,089	16,901	2,008	2012
Arlington, VA	96,144		6,836	9,843	95	6,836	9,938	16,774	609	2015
Burke Lake, VA	91,667		2,093	10,940	1,155	2,093	10,499	12,592	1,971	2011
Fairfax, VA	73,265		2,276	11,220	289	2,276	11,509	13,785	1,569	2012
Fredericksburg I, VA	69,475		1,680	4,840	316	1,680	4,483	6,163	1,460	2005
Fredericksburg II, VA	61,057		1,757	5,062	348	1,758	4,718	6,476	1,557	2005
Leesburg, VA	85,503		1,746	9,894	168	1,746	8,774	10,520	1,414	2011
Manassas, VA	72,745		860	4,872	188	860	4,396	5,256	860	2010
McLearen, VA	68,960		1,482	8,400	176	1,482	7,421	8,903	1,420	2010
Vienna, VA	55,064		2,300	11,340	132	2,300	11,472	13,772	1,571	2012
Divisional Offices					404		404	404	68
	32,858,399		628,399	2,895,211	264,975	649,744	2,928,275	3,578,019	558,191

(A) This store is part of the YSI 33 Loan portfolio, with a balance of $9,860 as of December 31, 2016.

(B) Depreciation on the buildings and improvements is recorded on a straight-line basis over their estimated useful lives, which range from five to 39 years.

Activity in storage properties during 2016 and 2015 was as follows (in thousands):

	2016		2015
Storage properties*
Balance at beginning of year	$	3,467,032	$	3,117,198
Acquisitions & improvements		490,980		344,775
Fully depreciated assets		(61,232)		(13,493)
Dispositions and other		—		(33,921)
Construction in progress		101,400		52,473
Balance at end of year	$	3,998,180	$	3,467,032
Accumulated depreciation*
Balance at beginning of year	$	594,049	$	492,069
Depreciation expense		138,547		122,076
Fully depreciated assets		(61,232)		(13,493)
Dispositions and other		—		(6,603)
Balance at end of year	$	671,364	$	594,049
Storage properties, net	$	3,326,816	$	2,872,983

*These amounts include equipment that is housed at the Company’s stores which is excluded from Schedule III above.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2016

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

Principles of Consolidation

The accompanying consolidated financial statements include all of the accounts of the Company, and its majority-owned and/or controlled subsidiaries.  The portion of these entities not owned by the Company is presented as noncontrolling interests as of and during the periods consolidated.  All significant intercompany accounts and transactions have been eliminated in consolidation.

When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity (“VIE”), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued on the consolidation of VIEs. When an entity is not deemed to be a VIE, the Company considers the provisions of additional guidance to determine whether a general partner, or the general partners as a group, controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary, and (ii) entities that are non-VIEs which the Company controls and which the limited partners do not have the ability to dissolve or remove the Company without cause nor substantive participating rights.

The Company adopted Accounting Standard Update (“ASU”) No. 2015-02, Consolidation – Amendments to the Consolidation Analysis, as of January 1, 2016. The Company evaluated the application of this guidance and concluded that there were no changes to any previous conclusions with respect to consolidation accounting for any of its interests in less than wholly owned joint ventures. However, the Operating Partnership now meets the criteria as a VIE. The Parent Company’s sole significant asset is its investment in the Operating Partnership. As a result, substantially all of the Parent Company’s assets and liabilities represent those assets and liabilities of the Operating Partnership. All of the Parent Company’s debt is an obligation of the Operating Partnership.

Noncontrolling Interests

Noncontrolling Interests

The Financial Accounting Standards Board (“FASB”) issued authoritative guidance regarding noncontrolling interests in consolidated financial statements which was effective on January 1, 2009.  The guidance states that noncontrolling interests are the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent.  The ownership interests in the subsidiary that are held by owners other than the parent are noncontrolling interests.  Under the guidance, such noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity.  On the consolidated statements of operations, revenues, expenses, and net income or loss from controlled or consolidated entities that are less than wholly owned are reported at the consolidated amounts, including both the amounts attributable to the Company and noncontrolling interests.  Presentation of consolidated equity activity is included for both quarterly and annual financial statements, including beginning balances, activity for the period, and ending balances for shareholders’ equity, noncontrolling interests and total equity.

However, per the FASB issued authoritative guidance on the classification and measurement of redeemable securities, securities that are redeemable for cash or other assets at the option of the holder, not solely within the control of the issuer, must be classified outside of permanent equity.  This would result in certain outside ownership interests being included as redeemable noncontrolling interests outside of permanent equity in the consolidated balance sheets.  The Company makes this determination based on terms in applicable agreements, specifically in relation to redemption provisions.  Additionally, with respect to noncontrolling interests for which the Company has a choice to settle the contract by delivery of its own shares, the Company considered the FASB issued guidance on accounting for derivative financial instruments indexed to, and potentially settled in, a Company’s own stock to evaluate whether the Company controls the actions or events necessary to issue the maximum number of shares that could be required to be delivered under share settlement of the contract.  The guidance also requires that noncontrolling interests are adjusted each period so that the carrying value equals the greater of its carrying value based on the accumulation of historical cost or its redemption fair value.

The consolidated results of the Company include results attributable to units of the Operating Partnership that are not owned by the Company.  These interests were issued in the form of OP units and were a component of the consideration the Company paid to acquire certain self-storage properties.  Limited partners who acquired OP units have the right to require the Operating Partnership to redeem part or all of their OP units for, at the Company’s option, an equivalent number of common shares of the Company or cash based upon the fair value of an equivalent number of common shares of the Company.  However, the operating agreement contains certain circumstances that could result in a net cash settlement outside the control of the Company, as the Company does not have the ability to settle in unregistered shares.  Accordingly, consistent with the guidance discussed above, the Company will continue to record these noncontrolling interests outside of permanent equity in the consolidated balance sheets.  Net income or loss related to these noncontrolling interests is excluded from net income or loss in the consolidated statements of operations.  The Company has adjusted the carrying value of its noncontrolling interests subject to redemption value to the extent applicable.  Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interests, the Operating Partnership reflected these interests at their redemption value as of December 31, 2016, as the estimated redemption value exceeded their carrying value. The Operating Partnership recorded a decrease to OP Units owned by third parties and a corresponding increase to capital of $7.4 million as of December 31, 2016.  Disclosure of such redemption provisions is provided in note 12.

Estimates

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Although we believe the assumptions and estimates we made are reasonable and appropriate, as discussed in the applicable sections throughout these consolidated financial statements, different assumptions and estimates could materially impact our reported results.  The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions and changes in market conditions could impact our future operating results.

Self-Storage Facilities

Self-Storage Properties

Self-storage properties are carried at historical cost less accumulated depreciation and impairment losses.  The cost of self-storage properties reflects their purchase price or development cost.  Costs incurred for the renovation of a store are capitalized to the Company’s investment in that store.  Acquisition costs and ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.  The costs to develop self-storage properties are capitalized to construction in progress while the project is under development.

Purchase Price Allocation

Purchase Price Allocation

When stores are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values.  When a portfolio of stores is acquired, the purchase price is allocated to the individual stores based upon the fair value determined using an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age and location of the individual store along with current and projected occupancy and rental rate levels or appraised values, if available.  Allocations to land, building and improvements, and equipment are recorded based upon their respective fair values as estimated by management.

In allocating the purchase price for an acquisition, the Company determines whether the acquisition includes intangible assets or liabilities.  The Company allocates a portion of the purchase price to an intangible asset attributed to the value of in-place leases.  This intangible is generally amortized to expense over the expected remaining term of the respective leases.  Substantially all of the leases in place at acquired stores are at market rates, as the majority of the leases are month-to-month contracts.  Accordingly, to date, no portion of the purchase price has been allocated to above- or below-market lease intangibles.  To date, no intangible asset has been recorded for the value of customer relationships, because the Company does not have any concentrations of significant customers and the average customer turnover is fairly frequent.

Depreciation and Amortization

Depreciation and Amortization

The costs of self-storage properties and improvements are depreciated using the straight-line method based on useful lives ranging from five to 39 years.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

We evaluate long-lived assets for impairment when events and circumstances such as declines in occupancy and operating results indicate that there may be an impairment.  The carrying value of these long-lived assets is compared to the undiscounted future net operating cash flows, plus a terminal value, attributable to the assets to determine if the store’s basis is recoverable.  If a store’s basis is not considered recoverable, an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value.  The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset.

Long-Lived Assets Held for Sale

Long-Lived Assets Held for Sale

We consider long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell a store (or group of stores), (b) the store is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such stores, (c) an active program to locate a buyer and other actions required to complete the plan to sell the store have been initiated, (d) the sale of the store is probable and transfer of the asset is expected to be completed within one year, (e) the store is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Typically these criteria are all met when the relevant asset is under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer, and there are no contingencies related to the sale that may prevent the transaction from closing.  However, each potential transaction is evaluated based on its separate facts and circumstances.  Stores classified as held for sale are reported at the lesser of carrying value or fair value less estimated costs to sell.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents are highly-liquid investments with original maturities of three months or less.  The Company may maintain cash equivalents in financial institutions in excess of insured limits, but believes this risk is mitigated by only investing in or through major financial institutions.

Restricted Cash

Restricted Cash

Restricted cash consists of purchase deposits and cash deposits required for debt service requirements, capital replacement, and expense reserves in connection with the requirements of our loan agreements.

Loan Procurement Costs

Loan Procurement Costs

Loan procurement costs related to borrowings were $24.7 million and $20.7 million as of December 31, 2016 and 2015, respectively, and are reported net of accumulated amortization of $9.7 million and $7.3 million as of December 31, 2016 and 2015, respectively. In accordance with ASU No. 2015-03, Loan procurement costs, net are presented as a direct deduction from the carrying amount of the related debt liability. If there is not an associated debt liability recorded on the consolidated balance sheets, the costs are recorded as an asset net of accumulated amortization. Loan procurement costs associated with the Company’s revolving credit facility remain in Loan procurement costs, net of amortization on the Company’s consolidated balance sheets. The costs are amortized over the estimated life of the related debt using the effective interest method and are reported as Loan procurement amortization expense on the Company’s consolidated statements of operations.

Other Assets

Other Assets

Other assets are comprised of the following as of December 31, 2016 and 2015 (in thousands):

	December 31,
	2016		2015
Intangible assets, net of accumulated amortization of $8,109 and $7,220	$	8,280	$	12,814
Accounts receivable		5,284		5,049
Deposits on future acquisitions		5,106		12,106
Prepaid real estate taxes		3,640		2,800
Prepaid insurance		1,053		1,140
Other		13,151		9,722
Total other assets, net	$	36,514	$	43,631

Environmental Costs

Environmental Costs

Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional stores.  Whenever the environmental assessment for one of our stores indicates that a store is impacted by soil or groundwater contamination from prior owners/operators or other sources, we will work with our environmental consultants and where appropriate, state governmental agencies, to ensure that the store is either cleaned up, that no cleanup is necessary because the low level of contamination poses no significant risk to public health or the environment, or that the responsibility for cleanup rests with a third party.

Revenue Recognition

Revenue Recognition

Management has determined that all of our leases are operating leases.  Rental income is recognized in accordance with the terms of the leases, which generally are month to month.

The Company recognizes gains from disposition of stores only upon closing in accordance with the guidance on sales of real estate.  Payments received from purchasers prior to closing are recorded as deposits.  Profit on real estate sold is recognized using the full accrual method upon closing when the collectability of the sales price is reasonably assured and the Company is not obligated to perform significant activities after the sale.  Profit may be deferred in whole or part until the sale meets the requirements of profit recognition on sales under this guidance.

Advertising and Marketing Costs

Advertising and Marketing Costs

The Company incurs advertising and marketing costs primarily attributable to internet marketing campaigns and other media advertisements.  The Company incurred $9.4 million, $8.6 million, and $7.7 million in advertising and marketing expenses for the years ended December 31, 2016, 2015 and 2014, respectively, which are included in property operating expenses on the Company’s consolidated statements of operations.

Equity Offering Costs

Equity Offering Costs

Underwriting discounts and commissions, financial advisory fees and offering costs are reflected as a reduction to additional paid-in capital.  For the years ended December 31, 2016,  2015 and 2014, the Company recognized $1.6 million, $2.5 million, and $6.0 million of equity offering costs related to the issuance of common shares during the years, respectively.

Other Property Related Income

Other Property Related Income

Other property related income consists of late fees, administrative charges, customer insurance fees, sales of storage supplies, and other ancillary revenues and is recognized in the period that it is earned.

Capitalized Interest

Capitalized Interest

The Company capitalizes interest incurred that is directly associated with construction activities until the asset is placed into service.  Interest is capitalized to the related assets using a weighted-average rate of the Company’s outstanding debt. For the years ended December 31, 2016, 2015 and 2014, the Company capitalized $4.6 million, $2.6 million, and $1.3 million, respectively, of interest incurred that is directly associated with construction activities.

Derivative Financial Instruments

Derivative Financial Instruments

The Company carries all derivatives on the balance sheet at fair value.  The Company determines the fair value of derivatives by observable prices that are based on inputs not quoted on active markets, but corroborated by market data.  The accounting for changes in the fair value of a derivative instrument depends on whether the derivative has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it.  The Company’s use of derivative instruments has been limited to cash flow hedges of certain interest rate risks.  The Company had interest rate swap agreements for notional principal amounts aggregating $300 million and $400 million as of December 31, 2016 and 2015, respectively, the fair value of which are included in accounts payable, accrued expenses and other liabilities.

Income Taxes

Income Taxes

The Company has elected to be taxed as a real estate investment trust under Sections 856-860 of the Internal Revenue Code since the Company’s commencement of operations in 2004.  In management’s opinion, the requirements to maintain these elections are being met.  Accordingly, no provision for federal income taxes has been reflected in the consolidated financial statements other than for operations conducted through our taxable REIT subsidiaries.

Earnings and profits, which determine the taxability of distributions to shareholders, differ from net income reported for financial reporting purposes due to differences in cost basis, the estimated useful lives used to compute depreciation, and the allocation of net income and loss for financial versus tax reporting purposes.  The net tax basis in the Company’s assets was $3.2 billion and $2.7 billion as of December 31, 2016 and 2015, respectively.

Distributions to shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital.  Annually, the Company provides each of its shareholders a statement detailing the tax characterization of dividends paid during the preceding year as ordinary income, capital gain, or return of capital.  The characterization of the Company’s dividends for 2016 consisted of a 98.663% ordinary income distribution and a 1.337% capital gain distribution from earnings and profits.

Distributions to 7.75% Series A Cumulative Redeemable Preferred Shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital.  Annually, the Company provides each of its shareholders a statement detailing preferred distributions paid during the preceding year and their characterization as ordinary income, capital gain, or return of capital.  The characterization of our preferred distributions for 2016 consisted of a 7.683% ordinary income distribution, a 0.104% capital gain distribution from earnings and profits, and a 92.213% cash liquidating distribution.

The Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits.  The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Company’s ordinary income, (b) 95% of the Company’s net capital gains, and (c) 100% of prior taxable income exceeds cash distributions and certain taxes paid by the Company.  No excise tax was incurred in 2016, 2015, or 2014.

Taxable REIT subsidiaries (TRS) are subject to federal and state income taxes.  Our taxable REIT subsidiaries have a net deferred tax asset related to expenses which are deductible for tax purposes in future periods of $1.3 million and $1.7 million as of December 31, 2016 and 2015, respectively.

The Protecting Americans from Tax Hikes Act (PATH Act) was enacted in December 2015, and included numerous law changes applicable to REITs. The provisions have various effective dates. We expect that the changes will not materially impact our operations, but will continue to monitor as regulatory guidance is issued.

Earnings per Share and Unit

Earnings per Share and Unit

Basic earnings per share and unit are calculated based on the weighted average number of common shares and restricted shares outstanding during the period.  Diluted earnings per share and unit is calculated by further adjusting for the dilutive impact of share options, unvested restricted shares and contingently issuable shares outstanding during the period using the treasury stock method.  Potentially dilutive securities calculated under the treasury stock method were 1,287,000; 1,551,000, and 1,756,000 in 2016, 2015, and 2014, respectively.

Share Based Payments

Share-Based Payments

We apply the fair value method of accounting for contingently issued shares and share options issued under our incentive award plan.  Accordingly, share compensation expense is recorded ratably over the vesting period relating to such contingently issued shares and options.  The Company has recognized compensation expense on a straight-line method over the requisite service period, which is included in general and administrative expense on the Company’s consolidated statement of operations.

Foreign Currency

Foreign Currency

The financial statements of foreign subsidiaries are translated to U.S. Dollars using the period-end exchange rate for assets and liabilities and an average exchange rate for each period for revenues, expenses, and capital expenditures.  The local currency is the functional currency for the Company’s foreign subsidiaries.  Translation adjustments for foreign subsidiaries are recorded as a component of accumulated other comprehensive loss in shareholders’ equity.  The Company recognizes transaction gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency in earnings as incurred.  The Pound, which represents the functional currency used by USIFB, LLP (“USIFB”), our joint venture in England, was translated at October 2, 2015, the date that the venture’s remaining asset was sold. The exchange rate was approximately 1.521600 U.S Dollars per Pound on October 2, 2015 and approximately 1.558642 U.S Dollars per Pound on December 31, 2014. The Pound was translated at an average exchange rate of 1.529755 for the period from January 1, 2015 to October 2, 2015. It was translated at an average exchange rate of 1.643106 and 1.588598 U.S. Dollars per Pound for the year ended December 31, 2014.  The Company recorded an unrealized loss on foreign currency translation of $0.2 million for the year ended December 31, 2014.  In connection with the sale of the remaining asset, the Company recorded a realized loss on foreign currency exchange of $1.2 million, which is included in Gains on sale of real estate in the Company’s consolidated statement of operations.

Investments in Unconsolidated Real Estate Ventures

Investments in Unconsolidated Real Estate Ventures

The Company accounts for its investments in unconsolidated real estate ventures under the equity method of accounting.  Under the equity method, investments in unconsolidated joint ventures are recorded initially at cost, as investments in real estate ventures, and subsequently adjusted for equity in earnings (losses), cash contributions, less distributions. On a periodic basis, management also assesses whether there are any indicators that the value of the Company’s investments in unconsolidated real estate ventures may be other than temporarily impaired. An investment is impaired only if the fair value of the investment is less than the carrying value of the investment and the decline is other than temporary. To the extent impairment that is other than temporary has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the fair value of the investment, as estimated by management.

Reclassifications

Reclassifications

During the first quarter of 2016, the Company adopted ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires the Company to reclassify debt financing costs, which were previously included in loan procurement costs, net of amortization on the Company’s consolidated balance sheets, and present them as a direct deduction from the carrying amount of the related debt liability. Net costs of $10.7 million have been reclassified in the December 31, 2015 consolidated balance sheets from the loan procurement costs line and netted against the related debt liability. See Recent Accounting Pronouncements below for revisions to the accounting guidance for debt issuance costs.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which changes the definition of a business to include an input and a substantive process that together significantly contribute to the ability to create outputs. A framework is provided to evaluate when an input and a substantive process are present.  The new guidance also narrows the definition of outputs, which are defined as the results of inputs and substantive processes that provide goods or services to customers, other revenue, or investment income. The standard is effective on January 1, 2018, however early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance.

In November 2016, the FASB issued ASU No.2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires the statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The new guidance also requires entities to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. The standard is effective on January 1, 2018, however early adoption is permitted. The standard requires the use of the retrospective transition method. The Company is in the process of evaluating the impact of this new guidance.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The eight items that the ASU provides classification guidance on include (1) debt prepayment and extinguishment costs, (2) settlement of zero-coupon debt instruments, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (6) distributions received from equity method investments, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows and application of the predominance principle. The standard is effective on January 1, 2018, however early adoption is permitted. The standard requires the use of the retrospective transition method. The Company is in the process of evaluating the impact of this new guidance.

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which is intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. The new guidance allows for entities to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. In addition, the guidance allows employers to withhold shares to satisfy minimum statutory tax withholding requirements up to the employees’ maximum individual tax rate without causing the award to be classified as a liability. The guidance also stipulates that cash paid by an employer to a taxing authority when directly withholding shares for tax-withholding purposes should be classified as a financing activity on the statement of cash flows. The standard is effective on January 1, 2017, however early adoption is permitted.  The Company does not expect this new guidance to have a material impact on the Company’s consolidated financial position or results of operations.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification.  Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective on January 1, 2019, however early adoption is permitted.  The Company is currently assessing the impact of the adoption of ASU No. 2016-02 on the Company’s consolidated financial statements and related disclosures.

In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which amends the current business combination guidance to require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, as opposed to having to revise prior period information.  The standard also requires additional disclosure about the impact on current-period income statement line items of adjustments that would have been recognized in prior periods if prior period information had been revised. The new standard became effective for the Company on January 1, 2016. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations as all measurement-period adjustments recorded during 2016 relate to business combinations that took place in the current year and do not have prior period impact. Refer to note 4 for details regarding the measurement-period adjustments made during the year ended December 31, 2016.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, an update to the accounting standard relating to the presentation of debt issuance costs. Under the new guidance, debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction from the debt liability. In the event that there is not an associated debt liability recorded in the consolidated financial statements, the debt issuance costs will continue to be recorded on the consolidated balance sheet as an asset until the debt liability is recorded.  The new standard became effective for the Company on January 1, 2016. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations as the update only related to changes in financial statement presentation as discussed in note 7 and in “Reclassifications” above.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation – Amendments to the Consolidation Analysis, which amends the current consolidation guidance affecting both the variable interest entity (“VIE”) and voting interest entity (“VOE”) consolidation models. The standard does not add or remove any of the characteristics in determining if an entity is a VIE or VOE, but rather enhances the way the Company assesses some of these characteristics. The new standard became effective for the Company on January 1, 2016. As discussed under Basis of Presentation above, the adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations as none of its existing consolidation conclusions were changed.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance under GAAP when it becomes effective. The new standard will be effective for the Company beginning on January 1, 2018, however early application beginning on January 1, 2017 is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company has not yet selected a transition method. The Company is currently assessing the impact of the adoption of ASU No. 2014-09 on the Company’s consolidated financial statements and related disclosures.

Concentration of Credit Risk

Concentration of Credit Risk

The Company’s stores are located in major metropolitan and rural areas and have numerous customers per store.  No single customer represents a significant concentration of our revenues. The stores in Florida, New York, Texas, and California provided total revenues of approximately 17%,  16%,  10%, and 8%, respectively, for the year ended December 31, 2016 and approximately 18%,  16%,  10%, and 8%, respectively, for the year ended December 31, 2015. The stores in Florida, New York, Texas, and California provided total revenues of approximately 17%,  17%,  10%, and 8%, respectively, for the year ended December 31, 2014

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2016

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of other assets

Other assets are comprised of the following as of December 31, 2016 and 2015 (in thousands):

	December 31,
	2016		2015
Intangible assets, net of accumulated amortization of $8,109 and $7,220	$	8,280	$	12,814
Accounts receivable		5,284		5,049
Deposits on future acquisitions		5,106		12,106
Prepaid real estate taxes		3,640		2,800
Prepaid insurance		1,053		1,140
Other		13,151		9,722
Total other assets, net	$	36,514	$	43,631

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STORAGE FACILITIES (Tables)

12 Months Ended

Dec. 31, 2016

STORAGE FACILITIES

Summary of real estate assets

	December 31,		December 31,
	2016		2015
	(in thousands)
Land	$	649,744	$	588,503
Buildings and improvements		2,928,275		2,534,193
Equipment		217,867		243,442
Construction in progress		202,294		100,894
Storage properties		3,998,180		3,467,032
Less: Accumulated depreciation		(671,364)		(594,049)
Storage properties, net	$	3,326,816	$	2,872,983

Schedule of acquisitions and dispositions of real estate assets

			Number of	Purchase / Sale Price
Asset/Portfolio	Market	Transaction Date	Stores	(in thousands)
2016 Acquisitions:
Metro DC Asset	Baltimore / DC	January 2016	1	$	21,000
Texas Assets	Texas Markets - Major	January 2016	2		24,800
New York Asset	New York / Northern NJ	January 2016	1		48,500
Texas Asset	Texas Markets - Major	January 2016	1		11,600
Connecticut Asset	Connecticut	February 2016	1		19,000
Texas Asset	Texas Markets - Major	March 2016	1		11,600
Florida Assets	Florida Markets - Other	March 2016	3		47,925
Colorado Asset	Denver	April 2016	1		11,350
Texas Asset	Texas Markets - Major	April 2016	1		11,600
Texas Asset	Texas Markets - Major	May 2016	1		10,100
Texas Asset	Texas Markets - Major	May 2016	1		10,800
Illinois Asset	Chicago	May 2016	1		12,350
Illinois Asset	Chicago	May 2016	1		16,000
Massachusetts Asset	Massachusetts	June 2016	1		14,300
Nevada Assets	Las Vegas	July 2016	2		23,200
Arizona Asset	Phoenix	August 2016	1		14,525
Minnesota Asset	Minneapolis	August 2016	1		15,150
Colorado Asset	Denver	August 2016	1		15,600
Texas Asset	Texas Markets - Major	September 2016	1		6,100
Texas Asset	Texas Markets - Major	September 2016	1		5,300
Nevada Asset	Las Vegas	October 2016	1		13,250
North Carolina Asset	Charlotte	November 2016	1		10,600
Arizona Asset	Phoenix	November 2016	1		14,000
Nevada Asset	Las Vegas	December 2016	1		14,900
			28	$	403,550
2015 Acquisitions:
Texas Asset	Texas Markets - Major	February 2015	1	$	7,295
HSRE Assets	Chicago	March 2015	4		27,500
Arizona Asset	Arizona / Las Vegas	March 2015	1		7,900
Tennessee Asset	Tennessee	March 2015	1		6,575
Texas Asset	Texas Markets - Major	April 2015	1		15,795
Florida Asset	Florida Markets - Other	May 2015	1		7,300
Arizona Asset	Arizona / Las Vegas	June 2015	1		10,100
Florida Asset	Florida Markets - Other	June 2015	1		10,500
Texas Asset	Texas Markets - Major	July 2015	1		14,200
Maryland Asset	Baltimore / DC	July 2015	1		17,000
Maryland Asset	Baltimore / DC	July 2015	1		19,200
New York/New Jersey Assets	New York / Northern NJ	August 2015	2		24,823
New Jersey Asset	New York / Northern NJ	December 2015	1		14,350
PSI Assets	Various (see note 4)	December 2015	12		109,824
			29	$	292,362
2015 Dispositions:
Texas Assets	Texas Markets - Major	October 2015	7	$	28,000
Florida Asset	Florida Markets - Other	October 2015	1		9,800
			8	$	37,800
2014 Acquisitions:
Connecticut Asset	Connecticut	January 2014	1	$	4,950
Florida Asset	Miami / Ft. Lauderdale	January 2014	1		14,000
Florida Assets	Florida Markets - Other	January 2014	2		14,450
California Asset	Other West	January 2014	1		8,300
Maryland Asset	Baltimore / DC	February 2014	1		15,800
Maryland Asset	Baltimore / DC	February 2014	1		15,500
Arizona Asset	Arizona / Las Vegas	March 2014	1		14,750
Pennsylvania Asset	Philadelphia / Southern NJ	March 2014	1		7,350
Texas Asset	Texas Markets - Major	March 2014	1		8,225
Texas Asset	Texas Markets - Major	April 2014	1		6,450
New York Assets	New York / Northern NJ	April 2014	2		55,000
Florida Asset	Florida Markets - Other	April 2014	1		11,406
Massachusetts Asset	Other Northeast	April 2014	1		11,100
Indiana Asset	Other Midwest	May 2014	1		8,400
Florida Assets	Florida Markets - Other	June 2014	3		35,000
Florida Assets	Florida Markets - Other	July 2014	2		15,800
Massachusetts Asset	Boston	September 2014	1		23,100
Texas Asset	Texas Markets - Major	October 2014	1		7,700
Texas Asset	Texas Markets - Major	October 2014	1		8,500
Texas Asset	Texas Markets - Major	October 2014	1		7,750
HSRE Assets	Various (see note 4)	November 2014	22		195,500
Texas Asset	Texas Markets - Major	December 2014	1		18,650
Florida Assets	Florida Markets - Other	December 2014	3		18,200
New York Asset	New York / Northern NJ	December 2014	1		38,000
Texas Asset	Texas Markets - Major	December 2014	1		4,345
			53	$	568,226

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INVESTMENT ACTIVITY (Tables)

12 Months Ended

Dec. 31, 2016

INVESTMENT ACTIVITY

Schedule of capitalized costs for investments in storage properties

The Company has completed the construction and opened for operation the following stores since January 1, 2014. The costs associated with the construction of these stores are capitalized to land, building, and improvements as well as equipment and are reflected in Storage properties on the Company’s consolidated balance sheets.

			CubeSmart
	Number of		Ownership	Total
Store Location	Stores	Date Opened	Interest	Construction Costs
				(in thousands)
Bronx, NY (1) (2)	1	Q2 2016	100%	$	32,200
Queens, NY (1)	1	Q1 2016	100%		31,800
Brooklyn, NY	1	Q4 2015	90%		14,800
Queens, NY	1	Q4 2015	90%		17,400
Arlington, VA	1	Q2 2015	90%		17,100
Bronx, NY (2)	1	Q1 2014	100%		17,200
Malvern, PA (3)	1	Q1 2014	100%		25,100
	7			$	155,600

(1) These stores were previously owned through two separate consolidated joint ventures, of which the Company owned a 51% interest in each. On April 5, 2016, the noncontrolling member in the venture that owned the Queens, NY store put its 49% interest in the venture to the Company for $12.5 million. On August 12, 2016, the noncontrolling member in the venture that owned the Bronx, NY store put its 49% interest in the venture to the Company for $17.0 million.

(2) These stores are subject to ground leases.

(3) During the fourth quarter of 2013, the Company completed the construction of the portion of a mixed-use property comprised of office space and relocated its corporate headquarters. During the first quarter of 2014, construction was completed on the portion of the building comprised of rentable storage space and the store opened for operation.

Schedule of revenue and earnings from acquisitions since the acquisition dates included in consolidated statement of operations

	Year ended December 31,
	2016		2015		2014
	(in thousands)
Total revenue	$	15,270	$	9,110	$	21,156
Net loss		(9,804)		(6,563)		(12,350)

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURE (Tables)

12 Months Ended

Dec. 31, 2016

INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

Summary of the financial position of the HHFNE, HVP and HHF ventures

The amounts reflected in the following table are based on the historical financial information of the Ventures. The following is a summary of the financial position of the Ventures as of December 31, 2016 and 2015 (in thousands):

	December 31,		December 31,
	2016		2015
Assets
Storage properties, net	$	667,975	$	456,452
Other assets		17,003		17,536
Total assets	$	684,978	$	473,988
Liabilities and equity
Other liabilities	$	6,516	$	4,470
Debt		345,631		210,525
Equity
CubeSmart		98,682		97,281
Joint venture partners		234,149		161,712
Total liabilities and equity	$	684,978	$	473,988

Summary of results of operations of the HHFNE, HVP and HHF ventures

The following is a summary of results of operations of the Ventures for the years ended December 31, 2016,  2015 and 2014 (in thousands):

	Year ended December 31,
	2016		2015		2014
Total revenues	$	64,931	$	31,249	$	26,852
Operating expenses		29,900		15,042		11,754
Interest expense, net		9,432		3,846		2,522
Depreciation and amortization		53,701		16,214		25,086
Net loss		(28,102)		(3,853)		(12,510)
Company’s share of net loss		(2,662)		(411)		(6,255)

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UNSECURED SENIOR NOTES (Tables)

12 Months Ended

Dec. 31, 2016

Senior Notes

Schedule of unsecured senior notes

	December 31,		December 31,		Effective		Issuance	Maturity
Unsecured Senior Notes	2016		2015		Interest Rate		Date	Date
	(in thousands)
$250M 4.800% Guaranteed Notes due 2022	$	250,000	$	250,000	4.82	%	Jun-12	Jul-22
$250M 4.375% Guaranteed Notes due 2023		250,000		250,000	4.50	%	Dec-13	Dec-23
$250M 4.000% Guaranteed Notes due 2025		250,000		250,000	4.03	%	Oct-15	Nov-25
$300M 3.125% Guaranteed Notes due 2026		300,000		—	3.18	%	Aug-16	Sep-26
Principal balance outstanding		1,050,000		750,000
Less: Discount on issuance of unsecured senior notes, net		(3,971)		(2,888)
Less: Loan procurement costs, net		(6,953)		(5,208)
Total unsecured senior notes, net	$	1,039,076	$	741,904

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MORTGAGE LOANS AND NOTES PAYABLE (Tables)

12 Months Ended

Dec. 31, 2016

Schedule of the future principal payment requirements on the outstanding mortgage loans and notes payable

The following table represents the future principal payment requirements on the outstanding mortgage loans and notes payable as of December 31, 2016 (in thousands):

2017	$	8,576
2018		2,490
2019		11,485
2020		12,616
2021		44,873
2022 and thereafter		31,546
Total mortgage payments		111,586
Plus: Unamortized fair value adjustment		3,742
Less: Loan procurement costs, net		(710)
Total mortgage loans and notes payable, net	$	114,618

Mortgages

Summary of mortgage loans and notes payable

	Carrying Value as of:
	December 31,		December 31,		Effective		Maturity
Mortgage Loans and Notes Payable	2016		2015		Interest Rate		Date
	(in thousands)
YSI 59	$	—	$	9,012	4.82	%	Mar-16
YSI 60		—		3,546	5.04	%	Aug-16
YSI 51		—		6,984	5.15	%	Sep-16
YSI 64		—		7,781	3.54	%	Oct-16
YSI 62		—		7,835	3.54	%	Dec-16
YSI 67		6,216		—	2.55	%	Mar-17
YSI 33		9,860		10,154	6.42	%	Jul-19
YSI 26		8,423		8,606	4.56	%	Nov-20
YSI 57		2,957		3,021	4.61	%	Nov-20
YSI 55		22,952		23,369	4.85	%	Jun-21
YSI 24		26,464		27,185	4.64	%	Jun-21
YSI 65		2,457		2,500	3.85	%	Jun-23
YSI 66		32,257		—	3.51	%	Jun-23
Principal balance outstanding		111,586		109,993
Plus: Unamortized fair value adjustment		3,742		2,219
Less: Loan procurement costs, net		(710)		(757)
Total mortgage loans and notes payable, net	$	114,618	$	111,455

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ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)

12 Months Ended

Dec. 31, 2016

ACCUMULATED OTHER COMPREHENSIVE LOSS

Summary of changes in accumulated other comprehensive loss by component

The following table summarizes the changes in accumulated other comprehensive loss by component for the year ended December 31, 2016 (in thousands):

	Unrealized losses
	on interest rate
	swaps
Other comprehensive loss before reclassifications	$	(1,231)
Amounts reclassified from accumulated other comprehensive loss		4,359	(a)
Net current-period other comprehensive income		3,128
Balance at December 31, 2015		(4,978)
Balance at December 31, 2016	$	(1,850)

See note 10 for additional information about the effects of the amounts reclassified.

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RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2016

RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS

Summary of terms and fair values of the derivative financial instruments

The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of December 31, 2016 and December 31, 2015, respectively (in thousands):

Hedge	Hedge	Notional Amount								Fair Value
Product	Type (a)	December 31, 2016		December 31, 2015		Strike		Effective Date	Maturity	December 31, 2016		December 31, 2015
Swap	Cash flow	$	—	$	40,000	1.8025	%	6/20/2011	6/20/2016	$	—	$	(243)
Swap	Cash flow		—		40,000	1.8025	%	6/20/2011	6/20/2016		—		(243)
Swap	Cash flow		—		20,000	1.8025	%	6/20/2011	6/20/2016		—		(122)
Swap	Cash flow		75,000		75,000	1.3360	%	12/30/2011	3/31/2017		(103)		(540)
Swap	Cash flow		50,000		50,000	1.3360	%	12/30/2011	3/31/2017		(69)		(360)
Swap	Cash flow		50,000		50,000	1.3360	%	12/30/2011	3/31/2017		(69)		(360)
Swap	Cash flow		25,000		25,000	1.3375	%	12/30/2011	3/31/2017		(34)		(180)
Swap	Cash flow		40,000		40,000	2.4590	%	6/20/2011	6/20/2018		(797)		(1,350)
Swap	Cash flow		40,000		40,000	2.4725	%	6/20/2011	6/20/2018		(804)		(1,364)
Swap	Cash flow		20,000		20,000	2.4750	%	6/20/2011	6/20/2018		(404)		(683)
		$	300,000	$	400,000					$	(2,280)	$	(5,445)

(a) Hedging unsecured variable rate debt by fixing 30-day LIBOR.

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FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2016

FAIR VALUE MEASUREMENTS

Schedule of financial assets and liabilities carried at fair value

Financial assets and liabilities carried at fair value as of December 31, 2016 are classified in the table below in one of the three categories described above (dollars in thousands):

	Level 1		Level 2		Level 3
Interest rate swap derivative liabilities	$	—	$	2,280	$	—
Total liabilities at fair value	$	—	$	2,280	$	—

Financial assets and liabilities carried at fair value as of December 31, 2015 are classified in the table below in one of the three categories described above (dollars in thousands):

	Level 1		Level 2		Level 3
Interest Rate Swap Derivative Liabilities	$	—	$	5,445	$	—
Total liabilities at fair value	$	—	$	5,445	$	—

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NONCONTROLLING INTERESTS (Tables)

12 Months Ended

Dec. 31, 2016

NONCONTROLLING INTERESTS

Schedule of noncontrolling interests in subsidiaries

Noncontrolling interests in subsidiaries represent the ownership interests of third parties in the Company’s consolidated real estate ventures. The Company has determined that these ventures are variable interest entities, and that the Company is the primary beneficiary. Accordingly, the Company consolidates the assets, liabilities, and results of operations of the real estate ventures in the table below (dollars in thousands):

			Date Opened /	CubeSmart
	Number of		Estimated	Ownership	December 31, 2016
Development Ventures	Stores	Location	Opening	Interest	Total Assets		Total Liabilities
2225 46th St, LLC ("46th St") (1)	1	Queens, NY	Q4 2018 (est.)	51%	$	15,328	$	1,859
CS SJM E 92nd Street, LLC ("92nd St")	1	New York, NY	Q2 2018 (est.)	90%		452		315
2880 Exterior St, LLC ("Exterior St") (1)	1	Bronx, NY	Q2 2018 (est.)	51%		35,010		14,875
3068 Cropsey Avenue, LLC ("Cropsey Ave") (1)	1	Brooklyn, NY	Q4 2017 (est.)	51%		23,814		12,475
444 55th Street Holdings, LLC ("55th St") (2)	1	New York, NY	Q3 2017 (est.)	90%		81,100		35,819
CS SNL New York Ave, LLC ("SNL I") (3)	1	Brooklyn, NY	Q4 2015	90%		14,135		9,897
186 Jamaica Avenue, LLC ("SNL II") (3)	1	Brooklyn, NY	Q4 2015	90%		17,959		12,316
Shirlington Rd, LLC ("SRLLC") (3)	1	Arlington, VA	Q2 2015	90%		16,303		12,886
	8				$	204,101	$	100,442

(1) The noncontrolling members of 46th St, Exterior St, and Cropsey Ave have the option to put their ownership interest in the ventures to the Company for $14.2 million, $37.8 million, and $20.4 million, respectively, within the one-year period after construction of each store is substantially complete. Additionally, the Company has a one-year option to call the ownership interest of the noncontrolling members of 46th St, Exterior St, and Cropsey Ave for $14.2 million, $37.8 million, and $20.4 million, respectively, beginning on the second anniversary of the respective store’s construction being substantially complete. The Company is accreting the respective liabilities during the development periods and, as of December 31, 2016, has accrued $1.8 million, $14.7 million, and $11.3 million related to 46th St, Exterior St, and Cropsey Ave, respectively.

(2) In connection with the acquired property, 55th St assumed mortgage debt that was recorded at a fair value of $35.0 million, which fair value includes an outstanding principal balance totaling $32.5 million and a net premium of $2.5 million to reflect the estimated fair value of the debt at the time of assumption. The loan accrues interest at a fixed rate of 4.68%, matures on June 7, 2023, and is fully guaranteed by the Company.

(3) The Company has a related party commitment to these ventures to fund all or a portion of the construction costs. As of December 31, 2016, the Company has provided $9.7 million of a total $9.8 million loan commitment to SNL I, $12.2 million of a total $12.8 million loan commitment to SNL II, and $12.8 million of a total $14.6 million loan commitment to SRLLC, which are included in the total liability amounts within the table above. These loans and related interest were eliminated during consolidation.

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COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2016

COMMITMENTS AND CONTINGENCIES

Schedule of future minimum rental payments under non-cancelable ground leases

	Ground Lease
	Amount
	(in thousands)
2017	$	2,137
2018		2,355
2019		2,365
2020		2,430
2021		2,476
2022 and thereafter		112,313
	$	124,076

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SHARE-BASED COMPENSATION PLANS (Tables)

12 Months Ended

Dec. 31, 2016

SHARE-BASED COMPENSATION PLANS

Schedule of assumptions used for estimating the fair value of share options using the Black-Scholes option-pricing model

Assumptions:	2016			2015			2014
Risk-free interest rate		1.8	%		1.5	%		1.9	%
Expected dividend yield		2.7	%		2.6	%		3.2	%
Volatility (a)		33.00	%		33.00	%		37.98	%
Weighted average expected life of the options (b)		6.0	years		6.0	years		6.0	years
Weighted average grant date fair value of options granted per share	$	7.61		$	6.23		$	4.33

(a) Expected volatility is based upon the level of volatility historically experienced.

(b) Expected life is based upon our expectations of share option recipients’ expected exercise and termination patterns.

Summary of option activity

				Weighted Average
	Number of Shares	Weighted Average		Remaining
	Under Option	Strike Price		Contractual Term
Balance at December 31, 2013	4,904,613	$	10.99	4.66
Options granted	223,590		15.73	9.08
Options canceled	(10,731)		17.38	—
Options exercised	(1,425,171)		9.69	3.21
Balance at December 31, 2014	3,692,301	$	11.76	4.16
Options granted	202,485		25.00	9.08
Options canceled	(18,230)		19.75	—
Options exercised	(1,454,612)		11.31	2.38
Balance at December 31, 2015	2,421,944	$	13.07	4.08
Options granted	213,008		30.32	9.07
Options exercised	(695,262)		18.69	0.29
Balance at December 31, 2016	1,939,690	$	12.94	4.85
Vested or expected to vest at December 31, 2016	1,939,690	$	12.94	4.85
Exercisable at December 31, 2016	1,520,731	$	9.35	3.87

Schedule of non-vested restricted share activity

	Number of Non-
	Vested Restricted
	Shares and Share Units
Non-Vested at January 1, 2016	301,824
Granted	154,561
Vested	(130,340)
Forfeited	(3,023)
Non-Vested at  December 31, 2016	323,022

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EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS' EQUITY AND CAPITAL (Tables)

12 Months Ended

Dec. 31, 2016

EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS' EQUITY AND CAPITAL

Summary of the elements used in calculating basic and diluted earnings (loss) per common share

Earnings per common share and shareholders’ equity

The following is a summary of the elements used in calculating basic and diluted earnings per common share:

	For the year ended December 31,
	2016		2015		2014
	(Dollars and shares in thousands, except per share amounts)
Income from continuing operations	$	88,376	$	78,756	$	26,366
Noncontrolling interests in the Operating Partnership		(941)		(960)		(302)
Noncontrolling interest in subsidiaries		470		(84)		(16)
Distribution to preferred shares (1)		(5,045)		(6,008)		(6,008)
Preferred share redemption charge		(2,937)		—		—
Income from continuing operations attributable to the Company’s common shareholders	$	79,923	$	71,704	$	20,040
Total discontinued operations		—		—		336
Noncontrolling interests in the Operating Partnership		—		—		(5)
Total discontinued operations attributable to the Company’s common shareholders	$	—	$	—	$	331
Net income attributable to the Company’s common shareholders	$	79,923	$	71,704	$	20,371
Weighted-average shares outstanding		178,246		168,640		149,107
Share options and restricted share units		1,287		1,551		1,756
Weighted-average diluted shares outstanding (2)		179,533		170,191		150,863
Basic earnings per share from continuing operations attributable to common shareholders	$	0.45	$	0.43	$	0.13
Basic earnings per share from discontinued operations attributable to common shareholders		—		—		0.01
Basic earnings per share attributable to common shareholders	$	0.45	$	0.43	$	0.14
Diluted earnings per share from continuing operations attributable to common shareholders	$	0.45	$	0.42	$	0.13
Diluted earnings per share from discontinued operations attributable to common shareholders		—		—		0.01
Diluted earnings per share attributable to common shareholders	$	0.45	$	0.42	$	0.14

Earnings per common unit and capital

The following is a summary of the elements used in calculating basic and diluted earnings per common unit:

	For the year ended December 31,
	2016		2015		2014
	(Dollars and units in thousands, except per unit amounts)
Income from continuing operations	$	88,376	$	78,756	$	26,366
Operating Partnership interests of third parties		(941)		(960)		(302)
Noncontrolling interest in subsidiaries		470		(84)		(16)
Distribution to preferred unitholders (1)		(5,045)		(6,008)		(6,008)
Preferred unit redemption charge		(2,937)		—		—
Income from continuing operations attributable to common unitholders	$	79,923	$	71,704	$	20,040
Total discontinued operations		—		—		336
Operating Partnership interests of third parties		—		—		(5)
Total discontinued operations attributable to common unitholders	$	—	$	—	$	331
Net income attributable to common unitholders	$	79,923	$	71,704	$	20,371
Weighted-average units outstanding		178,246		168,640		149,107
Unit options and restricted share units		1,287		1,551		1,756
Weighted-average diluted units outstanding (2)		179,533		170,191		150,863
Basic earnings per unit from continuing operations attributable to common unitholders	$	0.45	$	0.43	$	0.13
Basic earnings per unit from discontinued operations attributable to common unitholders		—		—		0.01
Basic earnings per unit attributable to common unitholders	$	0.45	$	0.43	$	0.14
Diluted earnings per unit attributable to common unitholders	$	0.45	$	0.42	$	0.13
Diluted earnings per unit from discontinued operations attributable to common unitholders		—		—		0.01
Diluted earnings per unit attributable to common unitholders	$	0.45	$	0.42	$	0.14

(1) For the year ended December 31, 2016, the Company declared cash dividends per preferred share/unit of $1.626 prior to redemption of the preferred shares on November 2, 2016. For each of the years ended December 31, 2015 and 2014, the Company declared cash dividends per preferred share/unit of $1.938.

(2) For the years ended December 31, 2016,  2015 and 2014, the Company declared cash dividends per common share/unit of $0.90,  $0.69, and $0.55, respectively.

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DISCONTINUED OPERATIONS (Tables)

12 Months Ended

Dec. 31, 2016

DISCONTINUED OPERATIONS

Summary of information about revenue and expense related to properties classified as discontinued operations

The following table summarizes the revenue and expense information for the period the Company owned the stores classified as discontinued operations during the years ended December 31, 2016,  2015 and 2014 (in thousands):

	For the year ended December 31,
	2016		2015		2014
REVENUES
Rental income	$	—	$	—	$	—
Other property related income		—		—		—
Total revenues		—		—		—
OPERATING EXPENSES
Property operating expenses		—		—		(336)
Depreciation and amortization		—		—		—
Total operating expenses		—		—		(336)
OPERATING INCOME		—		—		336
OTHER (EXPENSE) INCOME
Interest expense on loans		—		—		—
Gain from dispositions of discontinued operations		—		—		—
Income from discontinued operations	$	—	$	—	$	336

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PRO FORMA FINANCIAL INFORMATION (Tables)

12 Months Ended

Dec. 31, 2016

PRO FORMA FINANCIAL INFORMATION

Schedule of consolidated results of operations on a pro forma basis

	Year ended December 31,
	2016		2015
	(in thousands, except per share data)
Pro forma revenue	$	520,341	$	428,234
Pro forma net income from continuing operations	$	120,248	$	90,559
Earnings per common share from continuing operations:
Basic - as reported	$	0.45	$	0.43
Diluted - as reported	$	0.45	$	0.42
Basic - as pro forma	$	0.63	$	0.50
Diluted - as pro forma	$	0.62	$	0.49

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SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables)

12 Months Ended

Dec. 31, 2016

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Summary of quarterly financial information

The following is a summary of quarterly financial information for the years ended December 31, 2016 and 2015 (in thousands, except per share data):

	Three months ended
	March 31,		June 30,		September 30,		December 31,
	2016		2016		2016		2016
Total revenues	$	118,871	$	126,526	$	132,096	$	132,546
Total operating expenses		90,145		93,509		92,585		90,848
Net income attributable to the Company		15,750		20,424		24,884		26,847
Basic earnings per share		0.08		0.11		0.13		0.13
Diluted earnings per share		0.08		0.11		0.13		0.13

	Three months ended
	March 31,		June 30,		September 30,		December 31,
	2015		2015		2015		2015
Total revenues	$	103,688	$	109,871	$	115,970	$	114,992
Total operating expenses		83,009		84,163		86,265		83,196
Net income attributable to the Company		8,434		13,724		18,438		37,116
Basic earnings per share		0.04		0.07		0.10		0.21
Diluted earnings per share		0.04		0.07		0.10		0.20

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ORGANIZATION AND NATURE OF OPERATIONS (Details)	12 Months Ended
	Dec. 31, 2016 state segment
ORGANIZATION AND NATURE OF OPERATIONS
Number of states in which self-storage facilities are located | state	23
Number of reportable segments | segment	1
Percentage of the entity's partnership interest in Operating Partnership	98.90%
Common stock, conversion ratio	1

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Operating Partnership, Purchase Allocation, Depreciation and Amortization (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Operating Partnership Ownership
Increase (decrease) to OP units owned by third parties and a corresponding decrease to capital	$ (7,388)	$ 19,619	$ 14,761
Purchase Price Allocation
Amount of purchase price allocated to above- or below-market lease intangibles	$ 0
Minimum
Depreciation and Amortization
Useful lives of self-storage facilities and improvements	5 years
Maximum
Depreciation and Amortization
Useful lives of self-storage facilities and improvements	39 years
CubeSmart, L.P. and Subsidiaries
Operating Partnership Ownership
Increase (decrease) to OP units owned by third parties and a corresponding decrease to capital	$ (7,388)	$ 19,619	$ 14,761

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash, Loan Costs and Other Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Long-Lived Assets held for sale, timing of expected sale	1 year
Loan procurement costs
Loan procurement costs	$ 24,700	$ 20,700
Loan procurement costs, accumulated amortization	9,700	7,300
Other Assets
Intangible assets, net of accumulated amortization of $8,109 and $7,220	8,280	12,814
Deposits on future acquisitions	5,284	5,049
Accounts receivable	5,106	12,106
Prepaid insurance	1,053	1,140
Prepaid real estate taxes	3,640	2,800
Others	13,151	9,722
Total	36,514	43,631
Accumulated amortization	$ 8,109	$ 7,220

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising, Equity Offering Costs and Capitalized Interest (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Advertising and Marketing Costs
Advertising and marketing expenses		$ 9.4	$ 8.6	$ 7.7
Equity Offering Costs
Equity offering costs	$ 1.6	2.5	6.0
Capitalized Interest
Interest costs, capitalized	$ 4.6	$ 2.6	$ 1.3

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes, Earnings per Share and Unit and Derivatives (Details) $ in Millions	9 Months Ended	12 Months Ended
	Oct. 02, 2015 $ / £	Dec. 31, 2016 USD ($) shares	Dec. 31, 2015 USD ($) $ / £ shares	Dec. 31, 2014 USD ($) $ / £ shares	Dec. 31, 2013 $ / £
Income Taxes
Net tax basis in the entity's assets		$ 3,200.0	$ 2,700.0
Percentage of distributions characterized as ordinary income dividends		98.663%
Percentage of distributions characterized as capital gain dividends		1.337%
Series A Cumulative Redeemable Preferred shares, percentage		7.75%	7.75%
Percentage of distributions characterized as ordinary income distributions to preferred shareholders		7.683%
Percentage of distributions characterized as capital gain distribution to preferred shareholders		0.104%
Percentage of distributions characterized as cash liquidation distribution to preferred shareholders		92.213%
Federal excise tax rate (as a percent)		4.00%
Percentage of ordinary income considered for the calculation of annual amount which is subject to federal excise tax		85.00%
Percentage of net capital gain considered for the calculation of annual amount which is subject to Federal excise tax		95.00%
Percentage of prior year taxable income considered for the calculation of annual amount which is subject to federal excise tax		100.00%
Net deferred tax asset recorded by REIT subsidiary TRS		$ 1.3	$ 1.7
Earnings per Share and Unit
Potential dilutive securities not included in the calculation of diluted earnings per share, as they were identified as anti-dilutive (in shares) | shares				1,756,000
Potential dilutive securities included in the calculation of diluted earnings per share (in shares) | shares		1,287,000	1,551,000
Foreign currency
Foreign currency exchange rate (U.S. Dollars per pound) | $ / £	1.521600			1.558642
Foreign currency average exchange rate (U.S. Dollars per pound) | $ / £	1.529755		1.529755	1.643106	1.588598
Unrealized gain(loss) on foreign currency translation				$ (0.2)
Realized gain (loss) on foreign currency translation			$ (1.2)
Interest rate swap | Designated | Cash flow
Derivative Financial Instruments
Notional principal amounts		$ 300.0	$ 400.0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reclassifications (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Loan procurement costs, net of amortization	$ 2,150	$ 2,800
Accounting Standards Update 2015-03 | Reclassifications
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Loan procurement costs, net of amortization		(10,700)
Debt		(10,700)
CubeSmart, L.P. and Subsidiaries
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Loan procurement costs, net of amortization	$ 2,150	$ 2,800

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Credit Risk (Details) - Revenues - Location of facilities	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
New York
Concentration of Credit Risk
Percentage of total revenues (as a percent)	16.00%	16.00%	17.00%
Florida
Concentration of Credit Risk
Percentage of total revenues (as a percent)	17.00%	18.00%	17.00%
California
Concentration of Credit Risk
Percentage of total revenues (as a percent)	8.00%	8.00%	8.00%
Texas
Concentration of Credit Risk
Percentage of total revenues (as a percent)	10.00%	10.00%	10.00%

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STORAGE FACILITIES - Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
STORAGE FACILITIES
Storage facilities	$ 3,998,180	$ 3,467,032
Less: Accumulated depreciation	(671,364)	(594,049)
Storage facilities, net (including VIE assets of $208,048 and $136,274, respectively)	3,326,816	2,872,983
Land
STORAGE FACILITIES
Storage facilities	649,744	588,503
Buildings and improvements
STORAGE FACILITIES
Storage facilities	2,928,275	2,534,193
Equipment
STORAGE FACILITIES
Storage facilities	217,867	243,442
Construction in progress
STORAGE FACILITIES
Storage facilities	$ 202,294	$ 100,894

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STORAGE FACILITIES - Activity (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016 property	Dec. 31, 2016 facility	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($) facility	Dec. 31, 2014 USD ($) facility
2016 Acquisitions
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties)	28	28
Purchase Price			$ 403,550
2016 Acquisitions | Metro DC Asset One
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			21,000
2016 Acquisitions | Texas Asset Nineteen
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		2
Purchase Price			24,800
2016 Acquisitions | New York Asset Four
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			48,500
2016 Acquisitions | Texas Asset Twenty
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			11,600
2016 Acquisitions | Connecticut Asset
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			19,000
2016 Acquisitions | Texas Asset Twenty-one
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			11,600
2016 Acquisitions | Florida Assets Thirteen
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		3
Purchase Price			47,925
2016 Acquisitions | Colorado Asset Two
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			11,350
2016 Acquisitions | Texas Asset Twenty-Two
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			11,600
2016 Acquisitions | Texas Asset Twenty-Three
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			10,100
2016 Acquisitions | Texas Asset Twenty-Four
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			10,800
2016 Acquisitions | Illinois Asset Two
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			12,350
2016 Acquisitions | Illinois Asset Three
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			16,000
2016 Acquisitions | Massachusetts Asset Three
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			14,300
2016 Acquisitions | Nevada Asset
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		2
Purchase Price			23,200
2016 Acquisitions | Arizona Asset Seven
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			14,525
2016 Acquisitions | Minnesota Asset
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			15,150
2016 Acquisitions | Colorado Asset
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			15,600
2016 Acquisitions | Texas Asset Twenty-Five
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			6,100
2016 Acquisitions | Texas Asset Twenty Six
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			5,300
2016 Acquisitions | Nevada Asset Two
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			13,250
2016 Acquisitions | North Carolina Asset One
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			10,600
2016 Acquisitions | Arizona Asset Eight
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			14,000
2016 Acquisitions | Nevada Asset Three
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility		1
Purchase Price			$ 14,900
2015 Acquisitions
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				29
Purchase Price				$ 292,362
2015 Acquisitions | Texas Asset Seventeen
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				1
Purchase Price				$ 7,295
2015 Acquisitions | HSRE Assets Two
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				4
Purchase Price				$ 27,500
2015 Acquisitions | Arizona Asset Five
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				1
Purchase Price				$ 7,900
2015 Acquisitions | Tennessee Assets
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				1
Purchase Price				$ 6,575
2015 Acquisitions | Texas Asset Eighteen
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				1
Purchase Price				$ 15,795
2015 Acquisitions | Florida Assets Eleven
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				1
Purchase Price				$ 7,300
2015 Acquisitions | Arizona Asset Six
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				1
Purchase Price				$ 10,100
2015 Acquisitions | Florida Assets Twelve
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				1
Purchase Price				$ 10,500
2015 Acquisitions | Texas Asset Eight
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				1
Purchase Price				$ 14,200
2015 Acquisitions | Maryland Asset Three
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				1
Purchase Price				$ 17,000
2015 Acquisitions | Maryland Asset Four
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				1
Purchase Price				$ 19,200
2015 Acquisitions | New York/New Jersey Assets
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				2
Purchase Price				$ 24,823
2015 Acquisitions | New Jersey Assets
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				1
Purchase Price				$ 14,350
2015 Acquisitions | PSI Assets
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				12
Purchase Price				$ 109,824
2014 Acquisitions
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					53
Purchase Price					$ 568,226
2014 Acquisitions | Arizona Asset
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					1
Purchase Price					$ 14,750
2014 Acquisitions | Texas Asset One
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					1
Purchase Price					$ 8,225
2014 Acquisitions | Connecticut Asset Two
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					1
Purchase Price					$ 4,950
2014 Acquisitions | Florida Asset One
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					2
Purchase Price					$ 14,450
2014 Acquisitions | Florida Assets Two
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					1
Purchase Price					$ 14,000
2014 Acquisitions | California Asset
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					1
Purchase Price					$ 8,300
2014 Acquisitions | Maryland Asset One
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					1
Purchase Price					$ 15,800
2014 Acquisitions | Maryland Asset Two
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					1
Purchase Price					$ 15,500
2014 Acquisitions | Pennsylvania Asset
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					1
Purchase Price					$ 7,350
2014 Acquisitions | Texas Asset Two
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					1
Purchase Price					$ 6,450
2014 Acquisitions | New York Asset One
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					2
Purchase Price					$ 55,000
2014 Acquisitions | Florida Asset Three
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					1
Purchase Price					$ 11,406
2014 Acquisitions | Massachusetts Asset One
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					1
Purchase Price					$ 11,100
2014 Acquisitions | Indiana Asset
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					1
Purchase Price					$ 8,400
2014 Acquisitions | Florida Assets Four
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					3
Purchase Price					$ 35,000
2014 Acquisitions | Florida Assets Five
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					2
Purchase Price					$ 15,800
2014 Acquisitions | Massachusetts Asset Two
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					1
Purchase Price					$ 23,100
2014 Acquisitions | Texas Asset Three
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					1
Purchase Price					$ 7,700
2014 Acquisitions | Texas Asset Four
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					1
Purchase Price					$ 8,500
2014 Acquisitions | Texas Asset Five
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					1
Purchase Price					$ 7,750
2014 Acquisitions | HSRE Assets
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility					22
Purchase Price					$ 195,500
2014 Acquisitions | Texas Asset Six
STORAGE FACILITIES
Number of Facilities, dispositions (in properties) | facility					1
Purchase Price					$ 18,650
2014 Acquisitions | Florida Assets Six
STORAGE FACILITIES
Number of Facilities, dispositions (in properties) | facility					3
Purchase Price					$ 18,200
2014 Acquisitions | New York Asset Two
STORAGE FACILITIES
Number of Facilities, dispositions (in properties) | facility					1
Purchase Price					$ 38,000
2014 Acquisitions | Texas Asset Seven
STORAGE FACILITIES
Number of Facilities, dispositions (in properties) | facility					1
Purchase Price					$ 4,345
Dispositions
STORAGE FACILITIES
Number of Facilities, dispositions (in properties) | facility				8
Sale Price				$ 37,800
Dispositions | Texas Asset One
STORAGE FACILITIES
Number of Facilities, dispositions (in properties) | facility				7
Sale Price				$ 28,000
Dispositions | Florida Asset One
STORAGE FACILITIES
Number of Facilities, dispositions (in properties) | facility				1
Sale Price				$ 9,800

XML

INVESTMENT ACTIVITY (Details) £ in Millions														1 Months Ended			2 Months Ended	3 Months Ended						12 Months Ended										36 Months Ended
	Aug. 12, 2016 USD ($)	Apr. 16, 2016 GBP (£) shares	Apr. 05, 2016 USD ($)	Dec. 15, 2015 USD ($) facility	Oct. 08, 2015 USD ($) item	Oct. 02, 2015 GBP (£)	Oct. 02, 2015 USD ($)	May 14, 2015 USD ($) shares	Mar. 18, 2015 USD ($) facility	Nov. 03, 2014 USD ($) facility	Aug. 25, 2014 USD ($) facility	Jun. 30, 2014 GBP (£) property	Jun. 30, 2014 USD ($) property	Jan. 31, 2016 item	Dec. 31, 2015 USD ($) item	Jun. 30, 2014 USD ($) facility	Jan. 31, 2016 item	Dec. 31, 2016 USD ($)	Jun. 30, 2016 USD ($) facility shares	Mar. 31, 2016 USD ($) facility	Dec. 31, 2015 USD ($) facility	Jun. 30, 2015 USD ($) facility	Mar. 31, 2014 USD ($) facility	Dec. 31, 2016 USD ($)	Dec. 31, 2016 USD ($) item	Dec. 31, 2016 USD ($) property	Dec. 31, 2016 USD ($) facility	Dec. 31, 2016 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($) facility	Dec. 31, 2014 USD ($) property facility	Dec. 31, 2013 USD ($)	Dec. 31, 2008	Dec. 31, 2016 USD ($) facility
Self-storage facilities
Number of self-storage facilities | facility																																		7
Proceeds from sales of facilities, net																														$ 9,041,000	$ 13,475,000
Total Construction Costs																																		$ 155,600,000
Storage facilities															$ 3,467,032,000			$ 3,998,180,000			$ 3,467,032,000			$ 3,998,180,000	$ 3,998,180,000	$ 3,998,180,000	$ 3,998,180,000	$ 3,998,180,000	$ 3,998,180,000	3,467,032,000				3,998,180,000
Restricted cash															24,600,000			7,893,000			$ 24,600,000			7,893,000	7,893,000	7,893,000	7,893,000	7,893,000	7,893,000	24,600,000				7,893,000
Gain from sale of real estate, net																														17,567,000	475,000
OP units issued (in shares) | shares		61,224						20,408
Issuance of OP Shares		£ 1.5						$ 500,000
Summary of the amounts of revenue and earnings of the 2016 and 2015 acquisitions since the acquisition dates
Total revenue																													15,270,000	9,110,000		$ 21,156,000
Net loss																													(9,804,000)	$ (6,563,000)		$ (12,350,000)
USIFB, LLP
Self-storage facilities
Aggregate sale price						£ 6.5	$ 9,900,000
Proceeds from sales of facilities, net																$ 7,000,000
Number of assets sold | facility																1
Ownership interest held by the entity (as a percent)						97.00%	97.00%																							97.00%			97.00%
Gain from sale of real estate, net							$ 3,000,000
Foreign currency translation loss							$ 1,200,000
PSI
Self-storage facilities
Development costs																		181,000,000						181,000,000	$ 181,000,000	$ 181,000,000	$ 181,000,000	$ 181,000,000	181,000,000					181,000,000
Expected construction cost																													312,700,000
HSRE
Self-storage facilities
Number of self-storage facilities | facility											26
Aggregate purchase price										$ 195,500,000	$ 223,000,000
Intangible value of the in-place leases										$ 14,500,000
Estimated life										12 months
Amortization expense																														$ 12,100,000	$ 2,400,000
Number of facilities closed | facility										22
Self-storage facilities located in New York
Self-storage facilities
Number of joint ventures | item																									2
Ownership interest held by the entity (as a percent)																												51.00%
Self-storage Facility in Arlington, VA
Self-storage facilities
Number of self-storage facilities | facility																						1
Total Construction Costs																						$ 17,100,000
Ownership interest held by the entity (as a percent)																						90.00%
Self-storage Facility in Washington DC | PSI
Self-storage facilities
OP units issued (in shares) | shares																			61,224
Issuance of OP Shares																			$ 1,500,000
Self-storage Facility in Queens, NY
Self-storage facilities
Number of self-storage facilities | facility																				1	1
Total Construction Costs																				$ 31,800,000	$ 17,400,000
Ownership interest held by the entity (as a percent)																				100.00%	90.00%
Minority ownership interest (as a percent)			49.00%
Amount of net proceeds applied to acquisitions closed during the year			$ 12,500,000
Self-storage Facility in Brooklyn, NY
Self-storage facilities
Number of self-storage facilities | facility																					1
Total Construction Costs																					$ 14,800,000
Ownership interest held by the entity (as a percent)																					90.00%
Self-storage Facility in Bronx, NY
Self-storage facilities
Number of self-storage facilities | facility																			1				1
Total Construction Costs																			$ 32,200,000				$ 17,200,000
Ownership interest held by the entity (as a percent)																			100.00%				100.00%
Minority ownership interest (as a percent)	49.00%
Amount of net proceeds applied to acquisitions closed during the year	$ 17,000,000
5 Old Lancaster Road located in Malvern, PA
Self-storage facilities
Number of self-storage facilities | facility																							1
Total Construction Costs																							$ 25,100,000
Ownership interest held by the entity (as a percent)																							100.00%
2016 Acquisitions
Self-storage facilities
Number of self-storage facilities acquired																										28	28
Aggregate purchase price																													403,550,000
Intangible value of the in-place leases																		18,800,000						$ 18,800,000	$ 18,800,000	$ 18,800,000	$ 18,800,000	$ 18,800,000	18,800,000					18,800,000
Estimated life																								12 months
Amortization expense																													10,500,000
Number of properties, assumed mortgage | facility																											1
Assumed mortgage debt, at fair value																		6,500,000						$ 6,500,000	6,500,000	6,500,000	$ 6,500,000	6,500,000	6,500,000					6,500,000
Outstanding principal balance of mortgage debt assumed on acquisitions																		6,300,000						6,300,000	6,300,000	6,300,000	6,300,000	6,300,000	6,300,000					6,300,000
Premium on debt assumed on acquisitions																		200,000						200,000	200,000	200,000	200,000	200,000	200,000					200,000
Number of facilities not yet closed																													3
Measurement period adjustments																		14,700,000
Business Combination, Measurement Period Adjustments Recorded																		14,700,000
2016 Acquisitions | Self storage under construction
Self-storage facilities
Aggregate purchase price																													61,100,000
Deposit																		$ 1,800,000						$ 1,800,000	$ 1,800,000	$ 1,800,000	$ 1,800,000	$ 1,800,000	1,800,000					$ 1,800,000
Number of facilities under contract																													4
Number of facilities with a loan outstanding | facility																											1
Proceeds from collection of loans receivable															4,100,000
2015 Acquisitions
Self-storage facilities
Number of self-storage facilities acquired | facility																														29
Aggregate purchase price																														$ 292,362,000
2015 Acquisitions | PSI
Self-storage facilities
Aggregate purchase price				$ 109,800,000
Intangible value of the in-place leases				$ 6,700,000
Estimated life				12 months
Amortization expense																													6,100,000	600,000
2015 Acquisitions | HSRE
Self-storage facilities
Number of self-storage facilities | facility											26
Number of self-storage facilities acquired | facility										22
Aggregate purchase price									$ 27,500,000	$ 195,500,000	$ 223,000,000																			$ 2,700,000
Estimated life																														12 months
Amortization expense																													700,000	$ 2,000,000
Number of properties, assumed mortgage | facility									4
2015 Acquisitions | Self storage under construction | PSI
Self-storage facilities
Number of self-storage facilities | facility				1
Aggregate purchase price				$ 6,000,000
2015 Acquisitions | Self-storage facilities located in US
Self-storage facilities
Number of self-storage facilities | facility																														13
Aggregate purchase price																														$ 155,000,000
Intangible value of the in-place leases															10,700,000						$ 10,700,000									$ 10,700,000
Estimated life																														12 months
Amortization expense																													6,000,000	$ 4,700,000
Number of properties, assumed mortgage | facility																														1
Assumed mortgage debt, at fair value															2,700,000						2,700,000									$ 2,700,000
Outstanding principal balance of mortgage debt assumed on acquisitions															2,500,000						2,500,000									2,500,000
Premium on debt assumed on acquisitions															$ 200,000						$ 200,000									200,000
Number of facilities not yet closed																														1
2015 Dispositions
Self-storage facilities
Number of self-storage facilities acquired | item														2	1		3
Aggregate sale price																														36,400,000
2015 Dispositions | Properties in Texas and Florida
Self-storage facilities
Aggregate sale price					$ 37,800,000
Gain from sale of real estate, net					$ 14,400,000
2014 Acquisitions
Self-storage facilities
Number of self-storage facilities acquired | facility																															53
Aggregate purchase price																															$ 568,226,000
2014 Dispositions | Asset in London, England | USIFB, LLP
Self-storage facilities
Aggregate sale price												£ 4.1	$ 7,000,000
Proceeds from sales of facilities, net													$ 7,000,000
Number of assets sold | property												1	1
Gain from sale of real estate, net													$ 500,000
Self-storage facilities
Self-storage facilities
Number of self-storage facilities acquired | property																										28
Aggregate purchase price																													403,600,000
Self-storage facilities | 2015 Acquisitions | PSI
Self-storage facilities
Number of self-storage facilities | facility				12
Aggregate purchase price				$ 115,800,000
Self-storage facilities | 2014 Acquisitions
Self-storage facilities
Number of self-storage facilities acquired | property																															31
Aggregate purchase price																															$ 372,700,000
Intangible value of the in-place leases																															$ 23,800,000
Estimated life																															12 months
Amortization expense																														$ 10,400,000	$ 13,400,000
Number of properties, assumed mortgage | property																															4
Assumed mortgage debt, at fair value																															$ 27,500,000
Outstanding principal balance of mortgage debt assumed on acquisitions																															26,000,000
Premium on debt assumed on acquisitions																															$ 1,500,000
Texas | 2015 Dispositions | Properties in Texas and Florida
Self-storage facilities
Number of assets sold | item					7
Florida | 2015 Dispositions | Properties in Texas and Florida
Self-storage facilities
Number of assets sold | item					1
New York | Self storage under construction | PSI
Self-storage facilities
Number of facilities under contract																													$ 5

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURE (Details) $ in Thousands											3 Months Ended		12 Months Ended			36 Months Ended
	Dec. 15, 2016 USD ($) facility	Nov. 29, 2016 USD ($) facility	Jun. 15, 2016 USD ($) facility	Apr. 21, 2016 USD ($) facility	Mar. 30, 2016 USD ($) facility	Jan. 26, 2016 USD ($) facility	Dec. 08, 2015 USD ($) facility	Aug. 25, 2014 facility	May 01, 2014 USD ($) facility	Dec. 10, 2013 USD ($) property facility	Mar. 31, 2016 USD ($) facility	Dec. 31, 2015 USD ($) facility	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($) facility	Dec. 31, 2014 USD ($)	Dec. 31, 2016 USD ($) facility	Nov. 03, 2014 USD ($)
Investment in Unconsolidated Real Estate Venture
Investment in real estate entities												$ 97,281	$ 98,682	$ 97,281		$ 98,682
Number of storage facilities owned by investee | facility																7
Acquisitions of storage facilities													366,666	275,726	$ 547,515
Payment made for acquisition of interest in real estate ventures													12,176	8,433	2,550
Summary of results of operations of the real estate venture
Company’s share of net income (loss)													(2,662)	$ (411)	(6,255)
HHFNE
Investment in Unconsolidated Real Estate Venture
Ownership interest in partnership (as a percent)	10.00%
Number of self-storage facilities acquired | facility	13
Acquisitions of storage facilities	$ 87,500
Intangible value of the in-place leases	$ 6,000
HVP
Investment in Unconsolidated Real Estate Venture
Ownership interest in partnership (as a percent)												10.00%		10.00%
Number of self-storage facilities acquired | facility		1	1	5	30	1	30
Number of self-storage facilities acquired, assumed mortgage debt | facility												6
Acquisitions of storage facilities		$ 2,700	$ 7,000	$ 36,100	$ 112,800	$ 5,700	$ 193,700
Number of properties to be acquired under the contract | facility											31	37		37
Contract amount to purchase real estate											$ 115,500	$ 242,500		$ 242,500
Intangible value of the in-place leases											10,600	18,900		18,900
Assumed mortgage debt, at fair value													25,300			$ 25,300
Outstanding principal balance of mortgage debt assumed on acquisitions													23,700			23,700
Premium on debt assumed on acquisitions													1,600			1,600
Investment in joint venture											5,400	10,700	16,100	$ 10,700		16,100
Initial advance												116,000
Venture's loan												$ 122,000
Amount of loan obtained											63,500
HVP | Maximum
Investment in Unconsolidated Real Estate Venture
Venture's loan											$ 185,500
HVP | LIBOR
Investment in Unconsolidated Real Estate Venture
Interest rate (as percentage)											2.00%	2.00%
HHF
Investment in Unconsolidated Real Estate Venture
Number of self-storage facilities acquired | property										35
Payment made for acquisition of interest in real estate ventures										$ 315,700
Intangible value of the in-place leases										$ 12,100
Proceeds after closing costs distributed proportionately to partners									$ 99,200
HHF | Secured loan 3.59% due April 30, 2021
Investment in Unconsolidated Real Estate Venture
Amount of loan obtained									$ 100,000
Interest on real estate venture debt									3.59%
Michigan | HVP
Investment in Unconsolidated Real Estate Venture
Number of properties to be acquired under the contract | facility												17		17
Connecticut | HHFNE
Investment in Unconsolidated Real Estate Venture
Number of self-storage facilities acquired | facility	3
Massachusetts | HHFNE
Investment in Unconsolidated Real Estate Venture
Number of self-storage facilities acquired | facility	6
Massachusetts | HVP
Investment in Unconsolidated Real Estate Venture
Number of properties to be acquired under the contract | facility												7		7
Rhode Island | HHFNE
Investment in Unconsolidated Real Estate Venture
Number of self-storage facilities acquired | facility	2
Vermont | HHFNE
Investment in Unconsolidated Real Estate Venture
Number of self-storage facilities acquired | facility	2
Tennessee | HVP
Investment in Unconsolidated Real Estate Venture
Number of properties to be acquired under the contract | facility												10		10
Florida | HVP
Investment in Unconsolidated Real Estate Venture
Number of properties to be acquired under the contract | facility												3		3
Texas | HHF
Investment in Unconsolidated Real Estate Venture
Number of storage facilities owned by investee | facility									34
Number of self-storage facilities acquired | facility										34
North Carolina | HVP
Investment in Unconsolidated Real Estate Venture
Number of properties to be acquired under the contract | facility											4
North Carolina | HHF
Investment in Unconsolidated Real Estate Venture
Number of self-storage facilities acquired | facility										(1)
South Carolina | HVP
Investment in Unconsolidated Real Estate Venture
Number of properties to be acquired under the contract | facility											22
Georgia | HVP
Investment in Unconsolidated Real Estate Venture
Number of properties to be acquired under the contract | facility											5
HHFNE, HVP and HHF Ventures
Assets
Storage facilities, net												$ 456,452	667,975	$ 456,452		667,975
Other assets												17,536	17,003	17,536		17,003
Total Assets												473,988	684,978	473,988		684,978
Liabilities and equity
Other liabilities												4,470	6,516	4,470		6,516
Debt												210,525	345,631	210,525		345,631
Equity
CubeSmart												97,281	98,682	97,281		98,682
Joint venture partner												161,712	234,149	161,712		234,149
Total liabilities and equity												$ 473,988	684,978	473,988		$ 684,978
Summary of results of operations of the real estate venture
Total revenues													64,931	31,249	26,852
Operating expenses													29,900	15,042	11,754
Interest expense, net													9,432	3,846	2,522
Depreciation and amortization													53,701	16,214	25,086
Net income (loss)													(28,102)	(3,853)	(12,510)
Company’s share of net income (loss)													$ (2,662)	$ (411)	$ (6,255)
HHFNE
Investment in Unconsolidated Real Estate Venture
Investment in joint venture	$ 3,800
Initial advance	$ 44,500
HHFNE | LIBOR
Investment in Unconsolidated Real Estate Venture
Interest rate (as percentage)	1.90%
HHF
Investment in Unconsolidated Real Estate Venture
Ownership interest in partnership (as a percent)										50.00%
HSRE
Investment in Unconsolidated Real Estate Venture
Number of storage facilities owned by investee | facility								26
Intangible value of the in-place leases																	$ 14,500

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UNSECURED SENIOR NOTES (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Mortgage loans and Notes payable
Less: Loan procurement costs, net	$ (2,150)	$ (2,800)
Total unsecured senior notes, net	1,039,076	741,904
Senior Notes
Mortgage loans and Notes payable
Carrying value	1,050,000	750,000
Less: Discount on issuance of notes, net	(3,971)	(2,888)
Less: Loan procurement costs, net	(6,953)	(5,208)
Total unsecured senior notes, net	$ 1,039,076	741,904
Senior Notes | Maximum
Mortgage loans and Notes payable
Consolidated leverage ratio	0.60
Secured debt leverage ratio	0.40
Senior Notes | Minimum
Mortgage loans and Notes payable
Consolidated interest coverage ratio	1.50
Financial and customary covenant, minimum unencumbered asset (as a percent)	150.00%
Senior notes 4.800% due 2022
Mortgage loans and Notes payable
Senior notes, principal amount	$ 250,000	$ 250,000
Interest rate (as a percent)	4.80%	4.80%
Carrying value	$ 250,000	$ 250,000
Effective interest rate of senior notes (as a percent)	4.82%
Senior notes 4.375% due 2023
Mortgage loans and Notes payable
Senior notes, principal amount	$ 250,000	$ 250,000
Interest rate (as a percent)	4.375%	4.375%
Carrying value	$ 250,000	$ 250,000
Effective interest rate of senior notes (as a percent)	4.50%
Senior notes 4.000% due 2025
Mortgage loans and Notes payable
Senior notes, principal amount	$ 250,000	$ 250,000
Interest rate (as a percent)	4.00%	4.00%
Carrying value	$ 250,000	$ 250,000
Effective interest rate of senior notes (as a percent)	4.03%
Senior Notes 3.125% Due 2026
Mortgage loans and Notes payable
Senior notes, principal amount	$ 300,000	$ 300,000
Interest rate (as a percent)	3.125%	3.125%
Carrying value	$ 300,000
Effective interest rate of senior notes (as a percent)	3.18%

XML

REVOLVING CREDIT FACILITY AND UNSECURED TERM LOANS (Details)					12 Months Ended
	Apr. 22, 2015 USD ($)	Apr. 21, 2015 USD ($)	Dec. 17, 2013 USD ($)	Jun. 20, 2011 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 09, 2011 USD ($)
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Loan procurement costs capitalized					$ 24,700,000	$ 20,700,000
Loan procurement costs, net of amortization					2,150,000	2,800,000
Unsecured term loan borrowings outstanding					398,749,000	398,183,000
Term Loan
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Loan procurement costs, net of amortization					1,300,000	1,800,000
Term Loan Facility
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Loan procurement costs capitalized						2,300,000
Write off of unamortized cost						$ 100,000
Term Loan Facility | Minimum
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Tangible net worth					$ 821,211,200
Term Loan Facility | Maximum
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Percentage of funds from operations that can be distributed on common shares					95.00%
Term Loan Facility | Term Loan A
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Maximum borrowing capacity				$ 100,000,000
Term of debt instrument				5 years
Term Loan Facility | Term Loan A | Baa2/BBB
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Variable interest rate basis					LIBOR
Term Loan Facility | Term Loan B
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Maximum borrowing capacity				$ 100,000,000
Term of debt instrument				7 years
Term Loan Facility | Term Loan B | Baa2/BBB
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Interest rate, basis spread (as a percent)					1.15%
Variable interest rate basis					LIBOR
Term Loan Facility | Unsecured term loan
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Unsecured term loan borrowings outstanding					$ 200,000,000
Credit Facility
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Effective weighted average interest rate (as a percent)					2.67%
Net proceeds from equity issuances added to minimum tangible net worth (as a percent)					75.00%
Credit Facility | Minimum
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Fixed charge coverage ratio					1.50
Credit Facility | Maximum
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Total indebtedness to total asset value ratio (as a percent)					60.00%
Credit Facility | Revolver
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Maximum borrowing capacity	$ 500,000,000	$ 300,000,000					$ 300,000,000
Interest rate, basis spread (as a percent)					1.25%
Variable interest rate basis					LIBOR
Facility fee (as a percent)	0.15%	0.20%			0.15%
Remaining borrowing capacity					$ 456,000,000
Outstanding letter of credit					$ 700,000
Credit Facility | Term Loan C
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Maximum borrowing capacity							100,000,000
Repayment of outstanding debt			$ 100,000,000
Credit Facility | Term Loan D
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Maximum borrowing capacity							$ 200,000,000
Interest rate, basis spread (as a percent)					1.30%
Variable interest rate basis					LIBOR
Credit Facility | Unsecured term loan
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Unsecured term loan borrowings outstanding					$ 200,000,000

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MORTGAGE LOANS AND NOTES PAYABLE - Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Mortgage loans and Notes payable
Less: Loan procurement costs, net	$ (2,150)	$ (2,800)
Total mortgage loans and notes payable	114,618	111,455
Net book value of self-storage facilities	3,326,816	2,872,983
Mortgages
Mortgage loans and Notes payable
Carrying value	111,586	109,993
Plus: Unamortized fair value adjustment	3,742	2,219
Less: Loan procurement costs, net	(710)	(757)
Total mortgage loans and notes payable	114,618	111,455
Net book value of self-storage facilities used to secure debt	$ 233,100	195,400
YSI 59
Mortgage loans and Notes payable
Carrying value		9,012
Effective interest rate (as a percent)	4.82%
YSI 60
Mortgage loans and Notes payable
Carrying value		3,546
Effective interest rate (as a percent)	5.04%
YSI 51
Mortgage loans and Notes payable
Carrying value		6,984
Effective interest rate (as a percent)	5.15%
YSI 64
Mortgage loans and Notes payable
Carrying value		7,781
Effective interest rate (as a percent)	3.54%
YSI 62
Mortgage loans and Notes payable
Carrying value		7,835
Effective interest rate (as a percent)	3.54%
YSI 67
Mortgage loans and Notes payable
Carrying value	$ 6,216
Effective interest rate (as a percent)	2.55%
YSI 33
Mortgage loans and Notes payable
Carrying value	$ 9,860	10,154
Effective interest rate (as a percent)	6.42%
YSI 26
Mortgage loans and Notes payable
Carrying value	$ 8,423	8,606
Effective interest rate (as a percent)	4.56%
YSI 57
Mortgage loans and Notes payable
Carrying value	$ 2,957	3,021
Effective interest rate (as a percent)	4.61%
YSI 55
Mortgage loans and Notes payable
Carrying value	$ 22,952	23,369
Effective interest rate (as a percent)	4.85%
YSI 24
Mortgage loans and Notes payable
Carrying value	$ 26,464	27,185
Effective interest rate (as a percent)	4.64%
YSI 65
Mortgage loans and Notes payable
Carrying value	$ 2,457	$ 2,500
Effective interest rate (as a percent)	3.85%
YSI 66
Mortgage loans and Notes payable
Carrying value	$ 32,257
Effective interest rate (as a percent)	3.51%

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MORTGAGE LOANS AND NOTES PAYABLE - Future Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Future principal payment requirements on the outstanding mortgage loans and notes payable at year end
Less: Loan procurement costs, net	$ (2,150)	$ (2,800)
Total mortgage indebtedness	114,618	111,455
Mortgages
Future principal payment requirements on the outstanding mortgage loans and notes payable at year end
2017	8,576
2018	2,490
2019	11,485
2020	12,616
2021	44,873
2022 and thereafter	31,546
Total mortgage payments	111,586	109,993
Plus: Unamortized fair value adjustment	3,742	2,219
Less: Loan procurement costs, net	(710)	(757)
Total mortgage indebtedness	$ 114,618	$ 111,455

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ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($)
Changes in accumulated other comprehensive income by component
Beginning balance	$ (4,978)
Ending balance	(1,850)
Unrealized losses on interest rate swaps
Changes in accumulated other comprehensive income by component
Beginning balance	(4,978)
Other comprehensive loss before reclassifications	(1,231)
Amounts reclassified from accumulated other comprehensive loss	4,359
Net current-period other comprehensive income (loss)	3,128
Ending balance	$ (1,850)

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RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Derivative financial instruments
Unrealized losses reclassified from accumulated other comprehensive loss	$ 4,400
Amount estimated to be reclassified as an increase to interest expense	1,800
Designated | Cash flow
Derivative financial instruments
Notional Amount	300,000	$ 400,000
Fair Value	$ (2,280)	(5,445)
Maximum number of days outstanding to have the option to borrow at the LIBOR	30 days
Designated | Cash flow | Hedge Product, Swap one
Derivative financial instruments
Notional Amount		40,000
Swap, Strike rate (as a percent)	1.8025%
Fair Value		(243)
Designated | Cash flow | Hedge Product, Swap two
Derivative financial instruments
Notional Amount		40,000
Swap, Strike rate (as a percent)	1.8025%
Fair Value		(243)
Designated | Cash flow | Hedge Product, Swap three
Derivative financial instruments
Notional Amount		20,000
Swap, Strike rate (as a percent)	1.8025%
Fair Value		(122)
Designated | Cash flow | Hedge Product, Swap four
Derivative financial instruments
Notional Amount	$ 75,000	75,000
Swap, Strike rate (as a percent)	1.336%
Fair Value	$ (103)	(540)
Designated | Cash flow | Hedge Product, Swap five
Derivative financial instruments
Notional Amount	$ 50,000	50,000
Swap, Strike rate (as a percent)	1.336%
Fair Value	$ (69)	(360)
Designated | Cash flow | Hedge Product, Swap six
Derivative financial instruments
Notional Amount	$ 50,000	50,000
Swap, Strike rate (as a percent)	1.336%
Fair Value	$ (69)	(360)
Designated | Cash flow | Hedge Product, Swap seven
Derivative financial instruments
Notional Amount	$ 25,000	25,000
Swap, Strike rate (as a percent)	1.3375%
Fair Value	$ (34)	(180)
Designated | Cash flow | Hedge Product, Swap eight
Derivative financial instruments
Notional Amount	$ 40,000	40,000
Swap, Strike rate (as a percent)	2.459%
Fair Value	$ (797)	(1,350)
Designated | Cash flow | Hedge Product, Swap nine
Derivative financial instruments
Notional Amount	$ 40,000	40,000
Swap, Strike rate (as a percent)	2.4725%
Fair Value	$ (804)	(1,364)
Designated | Cash flow | Hedge Product, Swap ten
Derivative financial instruments
Notional Amount	$ 20,000	20,000
Swap, Strike rate (as a percent)	2.475%
Fair Value	$ (404)	$ (683)

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FAIR VALUE MEASUREMENTS (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($) item	Dec. 31, 2015 USD ($)
Fair value of financial assets and liabilities carried at fair value
Aggregate carrying value of total debt	$ 1,600,000	$ 1,300,000
Interest rate swap
Fair value of financial assets and liabilities carried at fair value
Number of counterparties to derivative contracts who experienced significant downgrades in 2016 | item	0
Level 2
Fair value of financial assets and liabilities carried at fair value
Total liabilities at fair value	$ 2,280	5,445
Level 2 | Interest rate swap
Fair value of financial assets and liabilities carried at fair value
Derivative Liabilities	$ 2,280	$ 5,445

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NONCONTROLLING INTERESTS - Interests in Consolidated Real Estate Joint Ventures (Details) $ in Thousands, £ in Millions			1 Months Ended	12 Months Ended
	Oct. 02, 2015 GBP (£)	Oct. 02, 2015 USD ($)	Jun. 30, 2014 USD ($) facility	Dec. 31, 2016 USD ($) facility	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2008 property	Dec. 31, 2013 GBP (£)	Dec. 31, 2013 USD ($)
Interests in Consolidated Real Estate Joint Ventures
Gain (loss) from sale of land					$ 17,567	$ 475
Proceeds from sales of facilities, net					9,041	13,475
Gain from sale of real estate, net					17,567	475
Reduction to additional paid in capital				$ 4,799	$ 178	$ 642
VIE
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | facility				8
Total assets				$ 204,101
Total liabilities				$ 100,442
Period of option to call ownership interest of another member				1 year
Period of option to put ownership interest in venture				1 year
VIE | 2225 46th Street LLC
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | facility				1
Ownership interest held by the entity (as a percent)				51.00%
Total assets				$ 15,328
Total liabilities				1,859
Option to put ownership interest in the venture				14,200
Option to call ownership interest of another member				14,200
Accrued accretion expenses				$ 1,800
VIE | CS SJM E 92nd Street LLC
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | facility				1
Ownership interest held by the entity (as a percent)				90.00%
Total assets				$ 452
Total liabilities				$ 315
VIE | 2880 Exterior St. LLC
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | facility				1
Ownership interest held by the entity (as a percent)				51.00%
Total assets				$ 35,010
Total liabilities				14,875
Option to put ownership interest in the venture				37,800
Option to call ownership interest of another member				37,800
Accrued accretion expenses				$ 14,700
VIE | 3068 Cropsey Ave LLC
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | facility				1
Ownership interest held by the entity (as a percent)				51.00%
Total assets				$ 23,814
Total liabilities				12,475
Option to put ownership interest in the venture				20,400
Option to call ownership interest of another member				20,400
Accrued accretion expenses				$ 11,300
VIE | 444 55th Street Holdings, LLC
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | facility				1
Ownership interest held by the entity (as a percent)				90.00%
Total assets				$ 81,100
Total liabilities				35,819
Assumed mortgage debt, at fair value				35,000
Outstanding principal balance of mortgage debt assumed on acquisitions				32,500
Premium on debt assumed on one of the acquisitions				$ 2,500
Interest rate (as a percent)				4.68%
VIE | CS SNL New York Ave LLC
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | facility				1
Ownership interest held by the entity (as a percent)				90.00%
Total assets				$ 14,135
Total liabilities				$ 9,897
VIE | 186 Jamaica Ave LLC
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | facility				1
Ownership interest held by the entity (as a percent)				90.00%
Total assets				$ 17,959
Total liabilities				$ 12,316
VIE | Shirlington Rd LLC
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | facility				1
Ownership interest held by the entity (as a percent)				90.00%
Total assets				$ 16,303
Total liabilities				12,886
USIFB, LLP
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | property							2
Ownership interest held by the entity (as a percent)	97.00%	97.00%			97.00%		97.00%
Carrying amount of mortgage loans								£ 4.1	$ 6,800
Gain (loss) from sale of land		$ 3,000
Number of assets sold | facility			1
Proceeds from sales of facilities, net			$ 7,000
Gain from sale of real estate, net		3,000
Foreign currency translation loss		1,200
Aggregate sale price	£ 6.5	$ 9,900
SRLLC
Interests in Consolidated Real Estate Joint Ventures
Carrying amount of mortgage loans				12,800
Amount of mortgage loan commitment				14,600
SNL
Interests in Consolidated Real Estate Joint Ventures
Carrying amount of mortgage loans				9,700
Amount of mortgage loan commitment				9,800
SNL II
Interests in Consolidated Real Estate Joint Ventures
Carrying amount of mortgage loans				12,200
Amount of mortgage loan commitment				$ 12,800

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NONCONTROLLING INTERESTS - Operating Partnership Ownership (Details) $ in Thousands, £ in Millions			12 Months Ended
	Apr. 16, 2016 GBP (£) shares	May 14, 2015 USD ($) shares	Dec. 31, 2016 USD ($) shares	Dec. 31, 2015 USD ($) shares	Dec. 31, 2014 USD ($)
Operating Partnership Ownership
OP units issued (in shares) | shares	61,224	20,408
Issuance of OP Shares	£ 1.5	$ 500
Increase (decrease) to OP units owned by third parties and a corresponding decrease to capital			$ (7,388)	$ 19,619	$ 14,761
CubeSmart, L.P. and Subsidiaries
Operating Partnership Ownership
OP Units outstanding which are not owned by the general partner (as a percent)			1.10%	1.20%
Issuance of OP Shares			$ 4,876
OP units outstanding (in shares) | shares			2,032,394	2,159,650
Number of trading days used to determine average of the closing prices of the common shares			10 days
Increase (decrease) to OP units owned by third parties and a corresponding decrease to capital			$ (7,388)	$ 19,619	$ 14,761

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RELATED PARTY TRANSACTIONS (Details) - Joint ventures related to affiliated real estate investments $ in Millions	12 Months Ended
	Dec. 31, 2016 USD ($) property	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
RELATED PARTY TRANSACTIONS
Management fees	$ 2.9	$ 1.0	$ 0.9
Mortgage loans receivable from consolidated joint ventures	34.7	29.6
Amount due to the entity from joint venture	$ 3.3	$ 1.9
HVP
RELATED PARTY TRANSACTIONS
Acquisition fee (as a percent)	0.50%
Acquisition fees	$ 1.8
Number of Real Estate Properties Acquired | property	68
Minimum
RELATED PARTY TRANSACTIONS
Management fee (as a percent)	5.00%
Maximum
RELATED PARTY TRANSACTIONS
Management fee (as a percent)	6.00%

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COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($) property	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
COMMITMENTS AND CONTINGENCIES
Ground rent expense	$ 2,700	$ 2,400	$ 2,000
Total future minimum rental payments under non-cancelable ground leases
2017	2,137
2018	2,355
2019	2,365
2020	2,430
2021	2,476
2022 and thereafter	112,313
Total	124,076
Future milestone payments payable	$ 79,700
Self-storage facilities subject to ground lease
COMMITMENTS AND CONTINGENCIES
Number of operating self-storage facilities subject to a ground lease | property	7
Number of self-storage facilities under development subject to a ground lease | property	1
Land
COMMITMENTS AND CONTINGENCIES
Number of operating self-storage facilities subject to a ground lease | property	2

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SHARE-BASED COMPENSATION PLANS (Details) - USD ($) $ / shares in Units, $ in Millions				1 Months Ended	12 Months Ended
	Jan. 22, 2016	Jan. 23, 2015	Jan. 24, 2014	Jun. 30, 2016	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Share Options
Assumptions used for estimating the fair value of share options using the Black-Scholes option-pricing model
Risk-free interest rate (as a percent)					1.80%	1.50%	1.90%
Expected dividend yield (as a percent)					2.70%	2.60%	3.20%
Volatility (as a percent)					33.00%	33.00%	37.98%
Weighted average expected life of the options					6 years	6 years	6 years
Weighted average grant date fair value of options granted per share (in dollars per share)					$ 7.61	$ 6.23	$ 4.33
Share options, additional general disclosures
Compensation expense recognized (in dollars)					$ 1.3	$ 1.0	$ 0.9
Aggregate grant date fair value of share based awards issued (in dollars)					1.6
Unrecognized compensation cost					$ 1.6
Unrecognized compensation cost recorded, period					3 years
Number of Shares Under Option
Balance at the beginning of the period (in shares)					2,421,944	3,692,301	4,904,613
Options granted (in shares)					213,008	202,485	223,590
Options canceled (in shares)						(18,230)	(10,731)
Options exercised (in shares)					(695,262)	(1,454,612)	(1,425,171)
Balance at the end of the period (in shares)					1,939,690	2,421,944	3,692,301	4,904,613
Vested or expected to vest at the end of the period (in shares)					1,939,690
Exercisable at the end of the period (in shares)					1,520,731
Weighted Average Exercise Price
Balance at the beginning of the period (in dollars per share)					$ 13.07	$ 11.76	$ 10.99
Options granted (in dollars per share)					30.32	25.00	15.73
Options canceled (in dollars per share)						19.75	17.38
Options exercised (in dollars per share)					18.69	11.31	9.69
Balance at the end of the period (in dollars per share)					12.94	$ 13.07	$ 11.76	$ 10.99
Exercisable at the end of the period (in dollars per share)					9.35
Vested or expected to vest at the end of the period (in dollars per share)					$ 12.94
Weighted Average Remaining Contractual Term
Balance at the end of the period					4 years 10 months 6 days	4 years 29 days	4 years 1 month 28 days	4 years 7 months 28 days
Options granted					9 years 26 days	9 years 29 days	9 years 29 days
Options exercised					3 months 15 days	2 years 4 months 17 days	3 years 2 months 16 days
Vested or expected to vest at the end of the period					4 years 10 months 6 days
Exercisable at the end of the period					3 years 10 months 13 days
Aggregate intrinsic value
Options, vested or expected to vest and exercisable (in dollars)					$ 27.6
Options exercised (in dollars)					$ 8.5
Share Options | Minimum
Share options, additional general disclosures
Vesting period					3 years
Restricted Shares
Share options, additional general disclosures
Compensation expense recognized (in dollars)					$ 3.6	$ 2.7	$ 3.5
Aggregate grant date fair value of share based awards issued (in dollars)					5.2	$ 3.2
Unrecognized compensation cost					$ 4.7
Unrecognized compensation cost recorded, period					5 years
Number of Non-Vested Restricted Shares
Non-vested at the beginning of the period (in shares)					301,824
Granted (in shares)					154,561	115,000
Vested (in shares)					(130,340)
Forfeited (in shares)					(3,023)
Non-vested at the end of the period (in shares)					323,022	301,824
Restricted Shares | Minimum
Share options, additional general disclosures
Vesting period					3 years
Restricted Shares | Maximum
Share options, additional general disclosures
Vesting period					5 years
Restricted share units
Share options, additional general disclosures
Aggregate grant date fair value of share based awards issued (in dollars)	$ 1.6	$ 1.3	$ 0.9
Number of Non-Vested Restricted Shares
Granted (in shares)	37,008	35,614	47,487
Restricted share, additional disclosure
Period for calculation of total return to shareholders	3 years	3 years	3 years
2007 Plan
SHARE-BASED COMPENSATION PLANS
Additional shares authorized				4,500,000
Shares reserved for future issuance				991,117
Shares available for future awards					5,471,377
Maximum term of options					10 years
2007 Plan | Maximum
SHARE-BASED COMPENSATION PLANS
Maximum number of awards that may be granted to an individual per calendar year (in shares)					1,000,000
2007 Plan | Maximum | Non Employee Trustee
SHARE-BASED COMPENSATION PLANS
Maximum number of awards that may be granted to an individual per calendar year (in shares)					250,000
2007 Plan | Restricted Shares
SHARE-BASED COMPENSATION PLANS
Maximum number of shares reserved for issuance					498,228
2004 Plan
SHARE-BASED COMPENSATION PLANS
Maximum number of shares reserved for issuance						3,000,000
Number of Shares Under Option
Balance at the end of the period (in shares)					20,000

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EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS' EQUITY AND CAPITAL - Earnings Per Share and Unit (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS' EQUITY AND CAPITAL
Income from continuing operations									$ 88,376	$ 78,756	$ 26,366
Noncontrolling interests in the Operating Partnership									(941)	(960)	(302)
Noncontrolling interest in subsidiaries									470	(84)	(16)
Distribution to preferred shareholders									(5,045)	(6,008)	(6,008)
Preferred share redemption charge									(2,937)
Income (Loss) from continuing operations attributable to the Company's common shareholders									79,923	71,704	20,040
Total discontinued operations											336
Noncontrolling interests in the Operating Partnership											(5)
Total discontinued operations attributable to the Company's common shareholders											331
NET INCOME ATTRIBUTABLE TO THE COMPANY'S COMMON SHAREHOLDERS									$ 79,923	$ 71,704	$ 20,371
Weighted-average shares outstanding (in shares)									178,246,000	168,640,000	149,107,000
Share options and restricted share units (in shares)									1,287,000	1,551,000	1,756,000
Weighted-average diluted shares outstanding (in shares)									179,533,000	170,191,000	150,863,000
Earnings (loss) per common share
Basic earnings per share from continuing operations attributable to common shareholders (in dollars per share)									$ 0.45	$ 0.43	$ 0.13
Basic earnings per share from discontinued operations attributable to common shareholders (in dollars per share)											0.01
Basic earnings per share attributable to common shareholders (in dollars per share)	$ 0.13	$ 0.13	$ 0.11	$ 0.08	$ 0.21	$ 0.10	$ 0.07	$ 0.04	0.45	0.43	0.14
Diluted earnings per share from continuing operations attributable to common shareholders (in dollars per share)									0.45	0.42	0.13
Diluted earnings per share from discontinued operations attributable to common shareholders (in dollars per share)											0.01
Diluted earnings per share attributable to common shareholders (in dollars per share)	$ 0.13	$ 0.13	$ 0.11	$ 0.08	$ 0.20	$ 0.10	$ 0.07	$ 0.04	0.45	0.42	0.14
Preferred stock, cash dividends declared (in dollars per share)									$ 1.626	$ 1.938	$ 1.938
Potentially dilutive shares not included in the earnings per share calculation as their effect is antidilutive (in shares)											1,756,000
Potential dilutive securities included in the calculation of diluted earnings per share (in shares)									1,287,000	1,551,000
Common stock, cash dividends declared (in dollars per share)									$ 0.90	$ 0.69	$ 0.55
Outstanding units of noncontrolling interest in the Operating Partnership (in shares)	2,032,394				2,159,650				2,032,394	2,159,650	2,257,486
Common shares, shares outstanding	180,083,111				174,667,870				180,083,111	174,667,870	163,956,675

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EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS' EQUITY AND CAPITAL - Common and Preferred Shares (Details) - USD ($)			12 Months Ended
	Nov. 02, 2016	Oct. 20, 2014	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Issuance of Common and Preferred Shares
Series A Cumulative Redeemable Preferred shares, percentage			7.75%	7.75%
Series A Cumulative Redeemable Preferred, redeemed			$ 77,574,000
Net proceeds from sale of common shares			$ 136,121,000	$ 234,061,000	$ 416,001,000
Series A Preferred shares, shares outstanding			0	3,100,000
Series A Preferred shares, percentage			7.75%	7.75%
Common Shares
Issuance of Common and Preferred Shares
Number of common stock sold (in shares)		7,475,000
Average sales price per common share (in dollars per share)		$ 19.33
Number of shares of common stock purchased by underwriters to cover overallotment		975,000
Net proceeds from sale of common shares		$ 143,000,000
Common Shares | Equity Distribution Agreements
Issuance of Common and Preferred Shares
Number of common stock sold (in shares)			4,400,000	9,000,000	15,200,000
Average sales price per common share (in dollars per share)			$ 31.25	$ 26.35	$ 18.22
Net proceeds from sale of common shares			$ 136,100,000	$ 234,200,000	$ 273,000,000
Common shares remained available for issuance			5,800,000	10,200,000	9,200,000
Common Shares | Equity Distribution Agreements | Maximum
Issuance of Common and Preferred Shares
Number of shares that may be sold			40,000,000
Series A
Issuance of Common and Preferred Shares
Series A Cumulative Redeemable Preferred, shares redeemed	3,100,000
Series A Cumulative Redeemable Preferred shares, percentage	7.75%
Series A Cumulative Redeemable Preferred, redeemed	$ 77,500,000
Series A Cumulative Redeemable Preferred shares, redemption price (in dollars per share)	$ 25.00
Series A Cumulative Redeemable Preferred shares, dividend (in dollars per share)	$ 0.17374
Series A Preferred shares, percentage	7.75%

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INCOME TAXES (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
INCOME TAXES
Valuation allowance	$ 0.0	$ 0.0
Deferred tax assets, net	1.3	$ 1.7
Tax benefits associated with share based compensation	$ 0.7

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DISCONTINUED OPERATIONS (Details) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016 USD ($)	Sep. 30, 2016 USD ($)	Jun. 30, 2016 USD ($)	Mar. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Mar. 31, 2015 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($) property
DISCONTINUED OPERATIONS
Number of facilities sold in previous years related to discontinued operations | property											6
REVENUES
Rental income									$ 449,601	$ 392,476	$ 330,898
Other property related income									50,255	45,189	40,065
Total revenues	$ 132,546	$ 132,096	$ 126,526	$ 118,871	$ 114,992	$ 115,970	$ 109,871	$ 103,688	510,039	444,521	376,963
OPERATING EXPENSES
Depreciation and amortization									161,865	151,789	126,813
Total operating expenses	$ 90,848	$ 92,585	$ 93,509	$ 90,145	$ 83,196	$ 86,265	$ 84,163	$ 83,009	367,087	336,633	295,420
OPERATING INCOME									142,952	107,888	81,543
OTHER (EXPENSE) INCOME
Interest expense on loans									(50,399)	(43,736)	(46,802)
Total discontinued operations											336
Discontinued operations
OPERATING EXPENSES
Property operating expenses											(336)
Total operating expenses											(336)
OPERATING INCOME											336
OTHER (EXPENSE) INCOME
Total discontinued operations											$ 336

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PRO FORMA FINANCIAL INFORMATION (Details) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016 $ / shares	Sep. 30, 2016 $ / shares	Jun. 30, 2016 $ / shares	Mar. 31, 2016 $ / shares	Dec. 31, 2015 $ / shares	Sep. 30, 2015 $ / shares	Jun. 30, 2015 $ / shares	Mar. 31, 2015 $ / shares	Dec. 31, 2016 USD ($) property $ / shares	Dec. 31, 2015 USD ($) $ / shares	Dec. 31, 2014 $ / shares
Consolidated results of operations on a pro forma basis
Pro forma revenue | $									$ 520,341	$ 428,234
Pro forma income | $									$ 120,248	$ 90,559
Earnings per share from continuing operations:
Basic - as reported (in dollars per share)	$ 0.13	$ 0.13	$ 0.11	$ 0.08	$ 0.21	$ 0.10	$ 0.07	$ 0.04	$ 0.45	$ 0.43	$ 0.14
Diluted - as reported (in dollars per share)	$ 0.13	$ 0.13	$ 0.11	$ 0.08	$ 0.20	$ 0.10	$ 0.07	$ 0.04	0.45	0.42	$ 0.14
Basic - as pro forma (in dollars per share)									0.63	0.50
Diluted - as pro forma (in dollars per share)									$ 0.62	$ 0.49
Self-storage facilities
Self-storage facilities
Number of self-storage facilities acquired | property									28
Aggregate purchase price | $									$ 403,600

XML

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Quarterly financial information
Total revenues	$ 132,546	$ 132,096	$ 126,526	$ 118,871	$ 114,992	$ 115,970	$ 109,871	$ 103,688	$ 510,039	$ 444,521	$ 376,963
Total operating expenses	90,848	92,585	93,509	90,145	83,196	86,265	84,163	83,009	367,087	336,633	295,420
Net (loss) income attributable to the company	$ 26,847	$ 24,884	$ 20,424	$ 15,750	$ 37,116	$ 18,438	$ 13,724	$ 8,434	$ 87,905	$ 77,712	$ 26,379
Basic - as reported (in dollars per share)	$ 0.13	$ 0.13	$ 0.11	$ 0.08	$ 0.21	$ 0.10	$ 0.07	$ 0.04	$ 0.45	$ 0.43	$ 0.14
Diluted - as reported (in dollars per share)	$ 0.13	$ 0.13	$ 0.11	$ 0.08	$ 0.20	$ 0.10	$ 0.07	$ 0.04	$ 0.45	$ 0.42	$ 0.14

XML

SCHEDULE III REAL ESTATE AND RELATED DEPRECIATION (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($) ft²	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	32,858,399
Initial cost
Land	$ 628,399
Building and Improvements	2,895,211
Costs Subsequent to Acquisition	264,975
Gross Carrying Amount at year end
Land	649,744
Building and Improvements	2,928,275
Total	3,578,019
Total	3,998,180	$ 3,467,032	$ 3,117,198
Accumulated Depreciation	$ 558,191
Minimum
Gross Carrying Amount at year end
Estimated useful lives		5 years
Maximum
Gross Carrying Amount at year end
Estimated useful lives		39 years
YSI 33
REAL ESTATE AND RELATED DEPRECIATION
Encumbrances		$ 9,860
Chandler I, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	47,680
Initial cost
Land	$ 327
Building and Improvements	1,257
Costs Subsequent to Acquisition	357
Gross Carrying Amount at year end
Land	327
Building and Improvements	1,439
Total	1,766
Accumulated Depreciation	$ 544
Chandler II, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	82,889
Initial cost
Land	$ 1,518
Building and Improvements	7,485
Costs Subsequent to Acquisition	83
Gross Carrying Amount at year end
Land	1,518
Building and Improvements	7,568
Total	9,086
Accumulated Depreciation	$ 801
Gilbert, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,300
Initial cost
Land	$ 951
Building and Improvements	4,688
Costs Subsequent to Acquisition	30
Gross Carrying Amount at year end
Land	951
Building and Improvements	4,718
Total	5,669
Accumulated Depreciation	$ 576
Gilbert II, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	91,505
Initial cost
Land	$ 1,199
Building and Improvements	11,846
Gross Carrying Amount at year end
Land	1,199
Building and Improvements	11,846
Total	13,045
Accumulated Depreciation	$ 29
Glendale, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	56,807
Initial cost
Land	$ 201
Building and Improvements	2,265
Costs Subsequent to Acquisition	1,085
Gross Carrying Amount at year end
Land	418
Building and Improvements	2,798
Total	3,216
Accumulated Depreciation	$ 1,271
Green Valley, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	25,050
Initial cost
Land	$ 298
Building and Improvements	1,153
Costs Subsequent to Acquisition	173
Gross Carrying Amount at year end
Land	298
Building and Improvements	1,116
Total	1,414
Accumulated Depreciation	$ 397
Mesa I, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	52,575
Initial cost
Land	$ 920
Building and Improvements	2,739
Costs Subsequent to Acquisition	234
Gross Carrying Amount at year end
Land	921
Building and Improvements	2,526
Total	3,447
Accumulated Depreciation	$ 938
Mesa II, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	45,511
Initial cost
Land	$ 731
Building and Improvements	2,176
Costs Subsequent to Acquisition	231
Gross Carrying Amount at year end
Land	731
Building and Improvements	2,089
Total	2,820
Accumulated Depreciation	$ 782
Mesa III, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,629
Initial cost
Land	$ 706
Building and Improvements	2,101
Costs Subsequent to Acquisition	246
Gross Carrying Amount at year end
Land	706
Building and Improvements	1,963
Total	2,669
Accumulated Depreciation	$ 731
Peoria, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	110,835
Initial cost
Land	$ 1,436
Building and Improvements	7,082
Costs Subsequent to Acquisition	213
Gross Carrying Amount at year end
Land	1,436
Building and Improvements	7,295
Total	8,731
Accumulated Depreciation	$ 352
Phoenix I, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	100,875
Initial cost
Land	$ 1,134
Building and Improvements	3,376
Costs Subsequent to Acquisition	476
Gross Carrying Amount at year end
Land	1,135
Building and Improvements	3,201
Total	4,336
Accumulated Depreciation	$ 1,191
Phoenix II, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	83,160
Initial cost
Land	$ 756
Building and Improvements	2,251
Costs Subsequent to Acquisition	1,578
Gross Carrying Amount at year end
Land	847
Building and Improvements	3,130
Total	3,977
Accumulated Depreciation	$ 1,075
Phoenix III, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	121,731
Initial cost
Land	$ 2,115
Building and Improvements	10,429
Costs Subsequent to Acquisition	124
Gross Carrying Amount at year end
Land	2,115
Building and Improvements	10,553
Total	12,668
Accumulated Depreciation	$ 953
Phoenix IV, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	69,660
Initial cost
Land	$ 930
Building and Improvements	12,277
Costs Subsequent to Acquisition	21
Gross Carrying Amount at year end
Land	930
Building and Improvements	12,298
Total	13,228
Accumulated Depreciation	$ 112
Queen Creek, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	94,462
Initial cost
Land	$ 1,159
Building and Improvements	5,716
Costs Subsequent to Acquisition	80
Gross Carrying Amount at year end
Land	1,159
Building and Improvements	5,796
Total	6,955
Accumulated Depreciation	$ 324
Scottsdale, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	79,525
Initial cost
Land	$ 443
Building and Improvements	4,879
Costs Subsequent to Acquisition	1,753
Gross Carrying Amount at year end
Land	883
Building and Improvements	5,516
Total	6,399
Accumulated Depreciation	$ 2,482
Surprise , AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,575
Initial cost
Land	$ 584
Building and Improvements	3,761
Costs Subsequent to Acquisition	44
Gross Carrying Amount at year end
Land	584
Building and Improvements	3,805
Total	4,389
Accumulated Depreciation	$ 131
Tempe I, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	53,890
Initial cost
Land	$ 749
Building and Improvements	2,159
Costs Subsequent to Acquisition	522
Gross Carrying Amount at year end
Land	749
Building and Improvements	2,371
Total	3,120
Accumulated Depreciation	$ 755
Tempe II, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	68,409
Initial cost
Land	$ 588
Building and Improvements	2,898
Costs Subsequent to Acquisition	2,140
Gross Carrying Amount at year end
Land	588
Building and Improvements	5,038
Total	5,626
Accumulated Depreciation	$ 524
Tucson I, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,800
Initial cost
Land	$ 188
Building and Improvements	2,078
Costs Subsequent to Acquisition	1,050
Gross Carrying Amount at year end
Land	384
Building and Improvements	2,624
Total	3,008
Accumulated Depreciation	$ 1,175
Tucson II, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	43,950
Initial cost
Land	$ 188
Building and Improvements	2,078
Costs Subsequent to Acquisition	1,068
Gross Carrying Amount at year end
Land	391
Building and Improvements	2,662
Total	3,053
Accumulated Depreciation	$ 1,160
Tucson III, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	49,832
Initial cost
Land	$ 532
Building and Improvements	2,048
Costs Subsequent to Acquisition	254
Gross Carrying Amount at year end
Land	533
Building and Improvements	1,941
Total	2,474
Accumulated Depreciation	$ 703
Tucson IV, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	48,040
Initial cost
Land	$ 674
Building and Improvements	2,595
Costs Subsequent to Acquisition	317
Gross Carrying Amount at year end
Land	675
Building and Improvements	2,492
Total	3,167
Accumulated Depreciation	$ 896
Tucson V, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	45,134
Initial cost
Land	$ 515
Building and Improvements	1,980
Costs Subsequent to Acquisition	350
Gross Carrying Amount at year end
Land	515
Building and Improvements	1,974
Total	2,489
Accumulated Depreciation	$ 714
Tucson VI, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	40,814
Initial cost
Land	$ 440
Building and Improvements	1,692
Costs Subsequent to Acquisition	223
Gross Carrying Amount at year end
Land	430
Building and Improvements	1,617
Total	2,047
Accumulated Depreciation	$ 592
Tucson VII, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	52,688
Initial cost
Land	$ 670
Building and Improvements	2,576
Costs Subsequent to Acquisition	314
Gross Carrying Amount at year end
Land	670
Building and Improvements	2,476
Total	3,146
Accumulated Depreciation	$ 907
Tucson VIII, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	46,650
Initial cost
Land	$ 589
Building and Improvements	2,265
Costs Subsequent to Acquisition	333
Gross Carrying Amount at year end
Land	589
Building and Improvements	2,247
Total	2,836
Accumulated Depreciation	$ 803
Tucson IX, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,496
Initial cost
Land	$ 724
Building and Improvements	2,786
Costs Subsequent to Acquisition	462
Gross Carrying Amount at year end
Land	725
Building and Improvements	2,727
Total	3,452
Accumulated Depreciation	$ 978
Tucson X, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	46,350
Initial cost
Land	$ 424
Building and Improvements	1,633
Costs Subsequent to Acquisition	243
Gross Carrying Amount at year end
Land	425
Building and Improvements	1,567
Total	1,992
Accumulated Depreciation	$ 571
Tucson XI, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	42,900
Initial cost
Land	$ 439
Building and Improvements	1,689
Costs Subsequent to Acquisition	413
Gross Carrying Amount at year end
Land	439
Building and Improvements	1,811
Total	2,250
Accumulated Depreciation	$ 697
Tucson XII, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	42,275
Initial cost
Land	$ 671
Building and Improvements	2,582
Costs Subsequent to Acquisition	331
Gross Carrying Amount at year end
Land	672
Building and Improvements	2,484
Total	3,156
Accumulated Depreciation	$ 879
Tucson XIII, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	45,800
Initial cost
Land	$ 587
Building and Improvements	2,258
Costs Subsequent to Acquisition	342
Gross Carrying Amount at year end
Land	587
Building and Improvements	2,231
Total	2,818
Accumulated Depreciation	$ 802
Tucson XIV, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	48,995
Initial cost
Land	$ 707
Building and Improvements	2,721
Costs Subsequent to Acquisition	463
Gross Carrying Amount at year end
Land	708
Building and Improvements	2,637
Total	3,345
Accumulated Depreciation	$ 964
Benicia, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,770
Initial cost
Land	$ 2,392
Building and Improvements	7,028
Costs Subsequent to Acquisition	300
Gross Carrying Amount at year end
Land	2,392
Building and Improvements	6,244
Total	8,636
Accumulated Depreciation	$ 2,213
Citrus Heights, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	75,620
Initial cost
Land	$ 1,633
Building and Improvements	4,793
Costs Subsequent to Acquisition	231
Gross Carrying Amount at year end
Land	1,634
Building and Improvements	4,250
Total	5,884
Accumulated Depreciation	$ 1,576
Corona, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	94,975
Initial cost
Land	$ 2,107
Building and Improvements	10,385
Costs Subsequent to Acquisition	59
Gross Carrying Amount at year end
Land	2,107
Building and Improvements	10,444
Total	12,551
Accumulated Depreciation	$ 719
Diamond Bar, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	103,309
Initial cost
Land	$ 2,522
Building and Improvements	7,404
Costs Subsequent to Acquisition	234
Gross Carrying Amount at year end
Land	2,524
Building and Improvements	6,546
Total	9,070
Accumulated Depreciation	$ 2,423
Escondido, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	143,645
Initial cost
Land	$ 3,040
Building and Improvements	11,804
Costs Subsequent to Acquisition	201
Gross Carrying Amount at year end
Land	3,040
Building and Improvements	9,646
Total	12,686
Accumulated Depreciation	$ 2,832
Fallbrook, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	45,976
Initial cost
Land	$ 133
Building and Improvements	1,492
Costs Subsequent to Acquisition	1,801
Gross Carrying Amount at year end
Land	432
Building and Improvements	2,784
Total	3,216
Accumulated Depreciation	$ 1,234
Fremont, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	51,243
Initial cost
Land	$ 1,158
Building and Improvements	5,711
Costs Subsequent to Acquisition	161
Gross Carrying Amount at year end
Land	1,158
Building and Improvements	5,872
Total	7,030
Accumulated Depreciation	$ 548
Lancaster, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,450
Initial cost
Land	$ 390
Building and Improvements	2,247
Costs Subsequent to Acquisition	1,052
Gross Carrying Amount at year end
Land	556
Building and Improvements	2,564
Total	3,120
Accumulated Depreciation	$ 959
Long Beach, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	124,571
Initial cost
Land	$ 3,138
Building and Improvements	14,368
Costs Subsequent to Acquisition	855
Gross Carrying Amount at year end
Land	3,138
Building and Improvements	13,287
Total	16,425
Accumulated Depreciation	$ 4,541
Murrieta, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	49,785
Initial cost
Land	$ 1,883
Building and Improvements	5,532
Costs Subsequent to Acquisition	246
Gross Carrying Amount at year end
Land	1,903
Building and Improvements	4,913
Total	6,816
Accumulated Depreciation	$ 1,743
North Highlands, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,094
Initial cost
Land	$ 868
Building and Improvements	2,546
Costs Subsequent to Acquisition	420
Gross Carrying Amount at year end
Land	868
Building and Improvements	2,508
Total	3,376
Accumulated Depreciation	$ 927
Ontario, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	93,590
Initial cost
Land	$ 1,705
Building and Improvements	8,401
Costs Subsequent to Acquisition	307
Gross Carrying Amount at year end
Land	1,705
Building and Improvements	8,708
Total	10,413
Accumulated Depreciation	$ 606
Orangevale, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,542
Initial cost
Land	$ 1,423
Building and Improvements	4,175
Costs Subsequent to Acquisition	305
Gross Carrying Amount at year end
Land	1,423
Building and Improvements	3,807
Total	5,230
Accumulated Depreciation	$ 1,414
Pleasanton, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	83,600
Initial cost
Land	$ 2,799
Building and Improvements	8,222
Costs Subsequent to Acquisition	208
Gross Carrying Amount at year end
Land	2,799
Building and Improvements	7,187
Total	9,986
Accumulated Depreciation	$ 2,547
Rancho Cordova, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	53,978
Initial cost
Land	$ 1,094
Building and Improvements	3,212
Costs Subsequent to Acquisition	321
Gross Carrying Amount at year end
Land	1,095
Building and Improvements	2,991
Total	4,086
Accumulated Depreciation	$ 1,094
Rialto I, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,391
Initial cost
Land	$ 899
Building and Improvements	4,118
Costs Subsequent to Acquisition	209
Gross Carrying Amount at year end
Land	899
Building and Improvements	3,755
Total	4,654
Accumulated Depreciation	$ 1,310
Rialto II, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	99,783
Initial cost
Land	$ 277
Building and Improvements	3,098
Costs Subsequent to Acquisition	1,751
Gross Carrying Amount at year end
Land	672
Building and Improvements	4,057
Total	4,729
Accumulated Depreciation	$ 1,914
Riverside I, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,020
Initial cost
Land	$ 1,351
Building and Improvements	6,183
Costs Subsequent to Acquisition	573
Gross Carrying Amount at year end
Land	1,351
Building and Improvements	5,924
Total	7,275
Accumulated Depreciation	$ 2,023
Riverside II, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	85,176
Initial cost
Land	$ 1,170
Building and Improvements	5,359
Costs Subsequent to Acquisition	369
Gross Carrying Amount at year end
Land	1,170
Building and Improvements	4,937
Total	6,107
Accumulated Depreciation	$ 1,733
Roseville, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,944
Initial cost
Land	$ 1,284
Building and Improvements	3,767
Costs Subsequent to Acquisition	397
Gross Carrying Amount at year end
Land	1,284
Building and Improvements	3,565
Total	4,849
Accumulated Depreciation	$ 1,330
Sacramento I, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,664
Initial cost
Land	$ 1,152
Building and Improvements	3,380
Costs Subsequent to Acquisition	317
Gross Carrying Amount at year end
Land	1,152
Building and Improvements	3,138
Total	4,290
Accumulated Depreciation	$ 1,156
Sacramento II, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	62,088
Initial cost
Land	$ 1,406
Building and Improvements	4,128
Costs Subsequent to Acquisition	244
Gross Carrying Amount at year end
Land	1,407
Building and Improvements	3,708
Total	5,115
Accumulated Depreciation	$ 1,370
San Bernardino I, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	31,070
Initial cost
Land	$ 51
Building and Improvements	572
Costs Subsequent to Acquisition	1,185
Gross Carrying Amount at year end
Land	182
Building and Improvements	1,429
Total	1,611
Accumulated Depreciation	$ 615
San Bernardino II, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	41,546
Initial cost
Land	$ 112
Building and Improvements	1,251
Costs Subsequent to Acquisition	1,274
Gross Carrying Amount at year end
Land	306
Building and Improvements	1,983
Total	2,289
Accumulated Depreciation	$ 886
San Bernardino III, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	35,416
Initial cost
Land	$ 98
Building and Improvements	1,093
Costs Subsequent to Acquisition	1,316
Gross Carrying Amount at year end
Land	242
Building and Improvements	1,913
Total	2,155
Accumulated Depreciation	$ 817
San Bernardino IV, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	83,277
Initial cost
Land	$ 1,872
Building and Improvements	5,391
Costs Subsequent to Acquisition	212
Gross Carrying Amount at year end
Land	1,872
Building and Improvements	4,887
Total	6,759
Accumulated Depreciation	$ 1,728
San Bernardino V, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	56,745
Initial cost
Land	$ 783
Building and Improvements	3,583
Costs Subsequent to Acquisition	509
Gross Carrying Amount at year end
Land	783
Building and Improvements	3,566
Total	4,349
Accumulated Depreciation	$ 1,263
San Bernardino VII, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,753
Initial cost
Land	$ 1,475
Building and Improvements	6,753
Costs Subsequent to Acquisition	305
Gross Carrying Amount at year end
Land	1,290
Building and Improvements	6,311
Total	7,601
Accumulated Depreciation	$ 2,229
San Bernardino VIII, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	103,417
Initial cost
Land	$ 1,691
Building and Improvements	7,741
Costs Subsequent to Acquisition	594
Gross Carrying Amount at year end
Land	1,692
Building and Improvements	6,382
Total	8,074
Accumulated Depreciation	$ 2,277
San Marcos, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	37,425
Initial cost
Land	$ 775
Building and Improvements	2,288
Costs Subsequent to Acquisition	169
Gross Carrying Amount at year end
Land	776
Building and Improvements	2,087
Total	2,863
Accumulated Depreciation	$ 762
Santa Ana, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	63,916
Initial cost
Land	$ 1,223
Building and Improvements	5,600
Costs Subsequent to Acquisition	370
Gross Carrying Amount at year end
Land	1,223
Building and Improvements	5,191
Total	6,414
Accumulated Depreciation	$ 1,806
South Sacramento, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	52,440
Initial cost
Land	$ 790
Building and Improvements	2,319
Costs Subsequent to Acquisition	334
Gross Carrying Amount at year end
Land	791
Building and Improvements	2,234
Total	3,025
Accumulated Depreciation	$ 810
Spring Valley, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	55,035
Initial cost
Land	$ 1,178
Building and Improvements	5,394
Costs Subsequent to Acquisition	760
Gross Carrying Amount at year end
Land	1,178
Building and Improvements	5,410
Total	6,588
Accumulated Depreciation	$ 1,876
Temecula I, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	81,340
Initial cost
Land	$ 660
Building and Improvements	4,735
Costs Subsequent to Acquisition	997
Gross Carrying Amount at year end
Land	899
Building and Improvements	5,167
Total	6,066
Accumulated Depreciation	$ 2,156
Temecula II, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	84,543
Initial cost
Land	$ 3,080
Building and Improvements	5,839
Costs Subsequent to Acquisition	561
Gross Carrying Amount at year end
Land	3,080
Building and Improvements	5,471
Total	8,551
Accumulated Depreciation	$ 1,547
Vista I, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,238
Initial cost
Land	$ 711
Building and Improvements	4,076
Costs Subsequent to Acquisition	2,330
Gross Carrying Amount at year end
Land	1,118
Building and Improvements	5,097
Total	6,215
Accumulated Depreciation	$ 1,922
Vista II, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	147,763
Initial cost
Land	$ 4,629
Building and Improvements	13,599
Costs Subsequent to Acquisition	167
Gross Carrying Amount at year end
Land	4,629
Building and Improvements	11,706
Total	16,335
Accumulated Depreciation	$ 4,204
Walnut, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,708
Initial cost
Land	$ 1,578
Building and Improvements	4,635
Costs Subsequent to Acquisition	319
Gross Carrying Amount at year end
Land	1,595
Building and Improvements	4,216
Total	5,811
Accumulated Depreciation	$ 1,496
West Sacramento, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	40,015
Initial cost
Land	$ 1,222
Building and Improvements	3,590
Costs Subsequent to Acquisition	212
Gross Carrying Amount at year end
Land	1,222
Building and Improvements	3,235
Total	4,457
Accumulated Depreciation	$ 1,165
Westminster, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	68,393
Initial cost
Land	$ 1,740
Building and Improvements	5,142
Costs Subsequent to Acquisition	375
Gross Carrying Amount at year end
Land	1,743
Building and Improvements	4,630
Total	6,373
Accumulated Depreciation	$ 1,719
Aurora, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	75,867
Initial cost
Land	$ 1,343
Building and Improvements	2,986
Costs Subsequent to Acquisition	474
Gross Carrying Amount at year end
Land	1,343
Building and Improvements	2,919
Total	4,262
Accumulated Depreciation	$ 1,004
Centennial, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	62,400
Initial cost
Land	$ 1,281
Building and Improvements	8,958
Costs Subsequent to Acquisition	45
Gross Carrying Amount at year end
Land	1,281
Building and Improvements	9,003
Total	10,284
Accumulated Depreciation	$ 190
Colorado Springs I, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	47,975
Initial cost
Land	$ 771
Building and Improvements	1,717
Costs Subsequent to Acquisition	372
Gross Carrying Amount at year end
Land	771
Building and Improvements	1,746
Total	2,517
Accumulated Depreciation	$ 618
Colorado Springs II, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	62,400
Initial cost
Land	$ 657
Building and Improvements	2,674
Costs Subsequent to Acquisition	251
Gross Carrying Amount at year end
Land	656
Building and Improvements	2,417
Total	3,073
Accumulated Depreciation	$ 847
Denver I, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,200
Initial cost
Land	$ 673
Building and Improvements	2,741
Costs Subsequent to Acquisition	223
Gross Carrying Amount at year end
Land	646
Building and Improvements	2,486
Total	3,132
Accumulated Depreciation	$ 921
Denver II, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,460
Initial cost
Land	$ 1,430
Building and Improvements	7,053
Costs Subsequent to Acquisition	109
Gross Carrying Amount at year end
Land	1,430
Building and Improvements	7,162
Total	8,592
Accumulated Depreciation	$ 979
Denver III, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	76,125
Initial cost
Land	$ 1,828
Building and Improvements	12,109
Costs Subsequent to Acquisition	15
Gross Carrying Amount at year end
Land	1,828
Building and Improvements	12,124
Total	13,952
Accumulated Depreciation	$ 123
Federal Heights, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	54,770
Initial cost
Land	$ 878
Building and Improvements	1,953
Costs Subsequent to Acquisition	271
Gross Carrying Amount at year end
Land	879
Building and Improvements	1,828
Total	2,707
Accumulated Depreciation	$ 642
Golden, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	87,800
Initial cost
Land	$ 1,683
Building and Improvements	3,744
Costs Subsequent to Acquisition	517
Gross Carrying Amount at year end
Land	1,684
Building and Improvements	3,589
Total	5,273
Accumulated Depreciation	$ 1,241
Littleton, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	53,490
Initial cost
Land	$ 1,268
Building and Improvements	2,820
Costs Subsequent to Acquisition	360
Gross Carrying Amount at year end
Land	1,268
Building and Improvements	2,672
Total	3,940
Accumulated Depreciation	$ 891
Northglenn, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	43,102
Initial cost
Land	$ 862
Building and Improvements	1,917
Costs Subsequent to Acquisition	386
Gross Carrying Amount at year end
Land	662
Building and Improvements	2,089
Total	2,751
Accumulated Depreciation	$ 667
Bloomfield, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	48,700
Initial cost
Land	$ 78
Building and Improvements	880
Costs Subsequent to Acquisition	2,397
Gross Carrying Amount at year end
Land	360
Building and Improvements	2,700
Total	3,060
Accumulated Depreciation	$ 1,131
Branford, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,629
Initial cost
Land	$ 217
Building and Improvements	2,433
Costs Subsequent to Acquisition	1,415
Gross Carrying Amount at year end
Land	504
Building and Improvements	3,135
Total	3,639
Accumulated Depreciation	$ 1,475
Bristol, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	47,725
Initial cost
Land	$ 1,819
Building and Improvements	3,161
Costs Subsequent to Acquisition	88
Gross Carrying Amount at year end
Land	1,819
Building and Improvements	2,785
Total	4,604
Accumulated Depreciation	$ 1,113
East Windsor, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	46,066
Initial cost
Land	$ 744
Building and Improvements	1,294
Costs Subsequent to Acquisition	499
Gross Carrying Amount at year end
Land	744
Building and Improvements	1,523
Total	2,267
Accumulated Depreciation	$ 616
Enfield, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	52,875
Initial cost
Land	$ 424
Building and Improvements	2,424
Costs Subsequent to Acquisition	456
Gross Carrying Amount at year end
Land	473
Building and Improvements	2,111
Total	2,584
Accumulated Depreciation	$ 837
Gales Ferry, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	54,905
Initial cost
Land	$ 240
Building and Improvements	2,697
Costs Subsequent to Acquisition	1,508
Gross Carrying Amount at year end
Land	489
Building and Improvements	3,522
Total	4,011
Accumulated Depreciation	$ 1,781
Manchester I, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	46,925
Initial cost
Land	$ 540
Building and Improvements	3,096
Costs Subsequent to Acquisition	415
Gross Carrying Amount at year end
Land	563
Building and Improvements	2,738
Total	3,301
Accumulated Depreciation	$ 1,170
Manchester II, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	52,725
Initial cost
Land	$ 996
Building and Improvements	1,730
Costs Subsequent to Acquisition	321
Gross Carrying Amount at year end
Land	996
Building and Improvements	1,744
Total	2,740
Accumulated Depreciation	$ 672
Manchester III, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,113
Initial cost
Land	$ 671
Building and Improvements	3,308
Costs Subsequent to Acquisition	154
Gross Carrying Amount at year end
Land	671
Building and Improvements	3,462
Total	4,133
Accumulated Depreciation	$ 329
Milford, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	44,885
Initial cost
Land	$ 87
Building and Improvements	1,050
Costs Subsequent to Acquisition	1,184
Gross Carrying Amount at year end
Land	274
Building and Improvements	1,740
Total	2,014
Accumulated Depreciation	$ 792
Monroe, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	58,500
Initial cost
Land	$ 2,004
Building and Improvements	3,483
Costs Subsequent to Acquisition	642
Gross Carrying Amount at year end
Land	2,004
Building and Improvements	3,441
Total	5,445
Accumulated Depreciation	$ 1,425
Mystic, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,825
Initial cost
Land	$ 136
Building and Improvements	1,645
Costs Subsequent to Acquisition	2,021
Gross Carrying Amount at year end
Land	410
Building and Improvements	2,923
Total	3,333
Accumulated Depreciation	$ 1,320
Newington I, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	42,620
Initial cost
Land	$ 1,059
Building and Improvements	1,840
Costs Subsequent to Acquisition	216
Gross Carrying Amount at year end
Land	1,059
Building and Improvements	1,762
Total	2,821
Accumulated Depreciation	$ 697
Newington II, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	36,140
Initial cost
Land	$ 911
Building and Improvements	1,584
Costs Subsequent to Acquisition	265
Gross Carrying Amount at year end
Land	911
Building and Improvements	1,575
Total	2,486
Accumulated Depreciation	$ 624
Norwalk I, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	30,328
Initial cost
Land	$ 646
Building and Improvements	3,187
Costs Subsequent to Acquisition	54
Gross Carrying Amount at year end
Land	646
Building and Improvements	3,241
Total	3,887
Accumulated Depreciation	$ 463
Norwalk II, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,175
Initial cost
Land	$ 1,171
Building and Improvements	15,422
Costs Subsequent to Acquisition	82
Gross Carrying Amount at year end
Land	1,171
Building and Improvements	15,504
Total	16,675
Accumulated Depreciation	$ 355
Old Saybrook I, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	87,000
Initial cost
Land	$ 3,092
Building and Improvements	5,374
Costs Subsequent to Acquisition	656
Gross Carrying Amount at year end
Land	3,092
Building and Improvements	5,177
Total	8,269
Accumulated Depreciation	$ 2,051
Old Saybrook II, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	26,425
Initial cost
Land	$ 1,135
Building and Improvements	1,973
Costs Subsequent to Acquisition	251
Gross Carrying Amount at year end
Land	1,135
Building and Improvements	1,896
Total	3,031
Accumulated Depreciation	$ 779
Shelton, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,405
Initial cost
Land	$ 1,613
Building and Improvements	9,032
Costs Subsequent to Acquisition	205
Gross Carrying Amount at year end
Land	1,613
Building and Improvements	8,153
Total	9,766
Accumulated Depreciation	$ 1,348
South Windsor, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,075
Initial cost
Land	$ 90
Building and Improvements	1,127
Costs Subsequent to Acquisition	1,398
Gross Carrying Amount at year end
Land	272
Building and Improvements	2,133
Total	2,405
Accumulated Depreciation	$ 936
Stamford, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	28,907
Initial cost
Land	$ 1,941
Building and Improvements	3,374
Costs Subsequent to Acquisition	120
Gross Carrying Amount at year end
Land	1,941
Building and Improvements	2,954
Total	4,895
Accumulated Depreciation	$ 1,168
Wilton, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	84,515
Initial cost
Land	$ 2,409
Building and Improvements	12,261
Costs Subsequent to Acquisition	374
Gross Carrying Amount at year end
Land	2,421
Building and Improvements	12,696
Total	15,117
Accumulated Depreciation	$ 1,935
Washington I, DC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	63,085
Initial cost
Land	$ 871
Building and Improvements	12,759
Costs Subsequent to Acquisition	496
Gross Carrying Amount at year end
Land	894
Building and Improvements	10,533
Total	11,427
Accumulated Depreciation	$ 2,981
Washington II, DC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	82,787
Initial cost
Land	$ 3,152
Building and Improvements	13,612
Costs Subsequent to Acquisition	179
Gross Carrying Amount at year end
Land	3,154
Building and Improvements	12,016
Total	15,170
Accumulated Depreciation	$ 1,915
Washington III, DC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,430
Initial cost
Land	$ 4,469
Building and Improvements	15,438
Costs Subsequent to Acquisition	48
Gross Carrying Amount at year end
Land	4,469
Building and Improvements	15,486
Total	19,955
Accumulated Depreciation	$ 446
Boca Raton, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	37,968
Initial cost
Land	$ 529
Building and Improvements	3,054
Costs Subsequent to Acquisition	1,590
Gross Carrying Amount at year end
Land	813
Building and Improvements	3,541
Total	4,354
Accumulated Depreciation	$ 1,364
Boynton Beach I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,725
Initial cost
Land	$ 667
Building and Improvements	3,796
Costs Subsequent to Acquisition	1,920
Gross Carrying Amount at year end
Land	958
Building and Improvements	4,393
Total	5,351
Accumulated Depreciation	$ 1,672
Boynton Beach II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,514
Initial cost
Land	$ 1,030
Building and Improvements	2,968
Costs Subsequent to Acquisition	404
Gross Carrying Amount at year end
Land	1,030
Building and Improvements	2,935
Total	3,965
Accumulated Depreciation	$ 1,044
Boynton Beach III, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,393
Initial cost
Land	$ 1,225
Building and Improvements	6,037
Costs Subsequent to Acquisition	245
Gross Carrying Amount at year end
Land	1,225
Building and Improvements	6,282
Total	7,507
Accumulated Depreciation	$ 507
Boynton Beach IV, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	76,362
Initial cost
Land	$ 1,455
Building and Improvements	7,171
Costs Subsequent to Acquisition	49
Gross Carrying Amount at year end
Land	1,455
Building and Improvements	7,220
Total	8,675
Accumulated Depreciation	$ 345
Bradenton I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	68,298
Initial cost
Land	$ 1,180
Building and Improvements	3,324
Costs Subsequent to Acquisition	240
Gross Carrying Amount at year end
Land	1,180
Building and Improvements	3,043
Total	4,223
Accumulated Depreciation	$ 1,119
Bradenton II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	87,958
Initial cost
Land	$ 1,931
Building and Improvements	5,561
Costs Subsequent to Acquisition	1,104
Gross Carrying Amount at year end
Land	1,931
Building and Improvements	5,570
Total	7,501
Accumulated Depreciation	$ 2,027
Cape Coral I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	76,857
Initial cost
Land	$ 472
Building and Improvements	2,769
Costs Subsequent to Acquisition	2,570
Gross Carrying Amount at year end
Land	830
Building and Improvements	4,036
Total	4,866
Accumulated Depreciation	$ 1,861
Cape Coral II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,955
Initial cost
Land	$ 1,093
Building and Improvements	5,387
Costs Subsequent to Acquisition	76
Gross Carrying Amount at year end
Land	1,093
Building and Improvements	5,463
Total	6,556
Accumulated Depreciation	$ 366
Coconut Creek I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,846
Initial cost
Land	$ 1,189
Building and Improvements	5,863
Costs Subsequent to Acquisition	167
Gross Carrying Amount at year end
Land	1,189
Building and Improvements	6,030
Total	7,219
Accumulated Depreciation	$ 830
Coconut Creek II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	90,147
Initial cost
Land	$ 1,937
Building and Improvements	9,549
Costs Subsequent to Acquisition	170
Gross Carrying Amount at year end
Land	1,937
Building and Improvements	9,719
Total	11,656
Accumulated Depreciation	$ 908
Dania Beach, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	180,588
Initial cost
Land	$ 3,584
Building and Improvements	10,324
Costs Subsequent to Acquisition	1,365
Gross Carrying Amount at year end
Land	3,584
Building and Improvements	10,151
Total	13,735
Accumulated Depreciation	$ 3,742
Dania, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	58,165
Initial cost
Land	$ 205
Building and Improvements	2,068
Costs Subsequent to Acquisition	1,516
Gross Carrying Amount at year end
Land	481
Building and Improvements	2,886
Total	3,367
Accumulated Depreciation	$ 1,337
Davie, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	80,985
Initial cost
Land	$ 1,268
Building and Improvements	7,183
Costs Subsequent to Acquisition	1,219
Gross Carrying Amount at year end
Land	1,373
Building and Improvements	6,131
Total	7,504
Accumulated Depreciation	$ 2,214
Deerfield Beach, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,230
Initial cost
Land	$ 946
Building and Improvements	2,999
Costs Subsequent to Acquisition	2,144
Gross Carrying Amount at year end
Land	1,311
Building and Improvements	4,634
Total	5,945
Accumulated Depreciation	$ 1,980
Delray Beach I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,833
Initial cost
Land	$ 798
Building and Improvements	4,539
Costs Subsequent to Acquisition	818
Gross Carrying Amount at year end
Land	883
Building and Improvements	4,077
Total	4,960
Accumulated Depreciation	$ 1,596
Delray Beach II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	75,710
Initial cost
Land	$ 957
Building and Improvements	4,718
Costs Subsequent to Acquisition	213
Gross Carrying Amount at year end
Land	957
Building and Improvements	4,931
Total	5,888
Accumulated Depreciation	$ 572
Delray Beach III, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	94,395
Initial cost
Land	$ 2,086
Building and Improvements	10,286
Costs Subsequent to Acquisition	151
Gross Carrying Amount at year end
Land	2,086
Building and Improvements	10,437
Total	12,523
Accumulated Depreciation	$ 834
Ft. Lauderdale I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	70,043
Initial cost
Land	$ 937
Building and Improvements	3,646
Costs Subsequent to Acquisition	2,485
Gross Carrying Amount at year end
Land	1,384
Building and Improvements	5,456
Total	6,840
Accumulated Depreciation	$ 2,338
Ft. Lauderdale II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	49,577
Initial cost
Land	$ 862
Building and Improvements	4,250
Costs Subsequent to Acquisition	87
Gross Carrying Amount at year end
Land	862
Building and Improvements	4,337
Total	5,199
Accumulated Depreciation	$ 418
Ft. Myers I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,534
Initial cost
Land	$ 303
Building and Improvements	3,329
Costs Subsequent to Acquisition	913
Gross Carrying Amount at year end
Land	328
Building and Improvements	3,243
Total	3,571
Accumulated Depreciation	$ 1,396
Ft. Myers II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	83,375
Initial cost
Land	$ 1,030
Building and Improvements	5,080
Costs Subsequent to Acquisition	132
Gross Carrying Amount at year end
Land	1,030
Building and Improvements	5,212
Total	6,242
Accumulated Depreciation	$ 419
Ft. Myers III, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	81,554
Initial cost
Land	$ 1,148
Building and Improvements	5,658
Costs Subsequent to Acquisition	153
Gross Carrying Amount at year end
Land	1,148
Building and Improvements	5,811
Total	6,959
Accumulated Depreciation	$ 466
Jacksonville I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	79,705
Initial cost
Land	$ 1,862
Building and Improvements	5,362
Costs Subsequent to Acquisition	148
Gross Carrying Amount at year end
Land	1,862
Building and Improvements	4,827
Total	6,689
Accumulated Depreciation	$ 1,592
Jacksonville II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	64,970
Initial cost
Land	$ 950
Building and Improvements	7,004
Costs Subsequent to Acquisition	164
Gross Carrying Amount at year end
Land	950
Building and Improvements	5,620
Total	6,570
Accumulated Depreciation	$ 1,639
Jacksonville III, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	66,010
Initial cost
Land	$ 860
Building and Improvements	7,409
Costs Subsequent to Acquisition	1,007
Gross Carrying Amount at year end
Land	1,670
Building and Improvements	6,014
Total	7,684
Accumulated Depreciation	$ 1,771
Jacksonville IV, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	77,525
Initial cost
Land	$ 870
Building and Improvements	8,049
Costs Subsequent to Acquisition	1,050
Gross Carrying Amount at year end
Land	1,651
Building and Improvements	7,024
Total	8,675
Accumulated Depreciation	$ 2,067
Jacksonville V, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	82,483
Initial cost
Land	$ 1,220
Building and Improvements	8,210
Costs Subsequent to Acquisition	359
Gross Carrying Amount at year end
Land	1,220
Building and Improvements	6,833
Total	8,053
Accumulated Depreciation	$ 2,007
Jacksonville VI, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,275
Initial cost
Land	$ 755
Building and Improvements	3,725
Costs Subsequent to Acquisition	109
Gross Carrying Amount at year end
Land	755
Building and Improvements	3,834
Total	4,589
Accumulated Depreciation	$ 256
Kendall, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	75,495
Initial cost
Land	$ 2,350
Building and Improvements	8,106
Costs Subsequent to Acquisition	271
Gross Carrying Amount at year end
Land	2,350
Building and Improvements	6,604
Total	8,954
Accumulated Depreciation	$ 1,936
Lake Worth I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	159,799
Initial cost
Land	$ 183
Building and Improvements	6,597
Costs Subsequent to Acquisition	7,456
Gross Carrying Amount at year end
Land	354
Building and Improvements	11,361
Total	11,715
Accumulated Depreciation	$ 5,118
Lake Worth II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	86,924
Initial cost
Land	$ 1,552
Building and Improvements	7,654
Costs Subsequent to Acquisition	148
Gross Carrying Amount at year end
Land	1,552
Building and Improvements	7,802
Total	9,354
Accumulated Depreciation	$ 667
Lake Worth III, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	94,015
Initial cost
Land	$ 957
Building and Improvements	4,716
Costs Subsequent to Acquisition	212
Gross Carrying Amount at year end
Land	957
Building and Improvements	4,928
Total	5,885
Accumulated Depreciation	$ 255
Lakeland, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	49,079
Initial cost
Land	$ 81
Building and Improvements	896
Costs Subsequent to Acquisition	1,233
Gross Carrying Amount at year end
Land	256
Building and Improvements	1,544
Total	1,800
Accumulated Depreciation	$ 682
Leisure City, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	56,075
Initial cost
Land	$ 409
Building and Improvements	2,018
Costs Subsequent to Acquisition	156
Gross Carrying Amount at year end
Land	409
Building and Improvements	2,174
Total	2,583
Accumulated Depreciation	$ 309
Lutz I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	66,795
Initial cost
Land	$ 901
Building and Improvements	2,478
Costs Subsequent to Acquisition	251
Gross Carrying Amount at year end
Land	901
Building and Improvements	2,344
Total	3,245
Accumulated Depreciation	$ 851
Lutz II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	69,232
Initial cost
Land	$ 992
Building and Improvements	2,868
Costs Subsequent to Acquisition	376
Gross Carrying Amount at year end
Land	992
Building and Improvements	2,749
Total	3,741
Accumulated Depreciation	$ 984
Margate I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	53,660
Initial cost
Land	$ 161
Building and Improvements	1,763
Costs Subsequent to Acquisition	2,155
Gross Carrying Amount at year end
Land	399
Building and Improvements	3,243
Total	3,642
Accumulated Depreciation	$ 1,485
Margate II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	65,380
Initial cost
Land	$ 132
Building and Improvements	1,473
Costs Subsequent to Acquisition	1,829
Gross Carrying Amount at year end
Land	383
Building and Improvements	2,687
Total	3,070
Accumulated Depreciation	$ 1,206
Merritt Island, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,261
Initial cost
Land	$ 716
Building and Improvements	2,983
Costs Subsequent to Acquisition	648
Gross Carrying Amount at year end
Land	796
Building and Improvements	2,893
Total	3,689
Accumulated Depreciation	$ 1,125
Miami I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	46,500
Initial cost
Land	$ 179
Building and Improvements	1,999
Costs Subsequent to Acquisition	1,835
Gross Carrying Amount at year end
Land	484
Building and Improvements	2,839
Total	3,323
Accumulated Depreciation	$ 1,287
Miami II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	66,960
Initial cost
Land	$ 253
Building and Improvements	2,544
Costs Subsequent to Acquisition	1,594
Gross Carrying Amount at year end
Land	561
Building and Improvements	3,309
Total	3,870
Accumulated Depreciation	$ 1,545
Miami III, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	151,620
Initial cost
Land	$ 4,577
Building and Improvements	13,185
Costs Subsequent to Acquisition	862
Gross Carrying Amount at year end
Land	4,577
Building and Improvements	12,223
Total	16,800
Accumulated Depreciation	$ 4,144
Miami IV, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	76,695
Initial cost
Land	$ 1,852
Building and Improvements	10,494
Costs Subsequent to Acquisition	924
Gross Carrying Amount at year end
Land	1,963
Building and Improvements	9,858
Total	11,821
Accumulated Depreciation	$ 1,806
Miramar, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	80,130
Initial cost
Land	$ 1,206
Building and Improvements	5,944
Costs Subsequent to Acquisition	77
Gross Carrying Amount at year end
Land	1,206
Building and Improvements	6,021
Total	7,227
Accumulated Depreciation	$ 687
Naples I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	48,100
Initial cost
Land	$ 90
Building and Improvements	1,010
Costs Subsequent to Acquisition	2,598
Gross Carrying Amount at year end
Land	270
Building and Improvements	3,067
Total	3,337
Accumulated Depreciation	$ 1,373
Naples II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	65,850
Initial cost
Land	$ 148
Building and Improvements	1,652
Costs Subsequent to Acquisition	4,405
Gross Carrying Amount at year end
Land	558
Building and Improvements	5,363
Total	5,921
Accumulated Depreciation	$ 2,454
Naples III, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	80,021
Initial cost
Land	$ 139
Building and Improvements	1,561
Costs Subsequent to Acquisition	4,193
Gross Carrying Amount at year end
Land	598
Building and Improvements	4,134
Total	4,732
Accumulated Depreciation	$ 1,906
Naples IV, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	40,650
Initial cost
Land	$ 262
Building and Improvements	2,980
Costs Subsequent to Acquisition	609
Gross Carrying Amount at year end
Land	407
Building and Improvements	2,996
Total	3,403
Accumulated Depreciation	$ 1,390
New Smyrna Beach, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	81,454
Initial cost
Land	$ 1,261
Building and Improvements	6,215
Costs Subsequent to Acquisition	104
Gross Carrying Amount at year end
Land	1,261
Building and Improvements	6,319
Total	7,580
Accumulated Depreciation	$ 439
Ocoee, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	76,150
Initial cost
Land	$ 1,286
Building and Improvements	3,705
Costs Subsequent to Acquisition	191
Gross Carrying Amount at year end
Land	1,286
Building and Improvements	3,379
Total	4,665
Accumulated Depreciation	$ 1,173
Orange City, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,580
Initial cost
Land	$ 1,191
Building and Improvements	3,209
Costs Subsequent to Acquisition	222
Gross Carrying Amount at year end
Land	1,191
Building and Improvements	2,944
Total	4,135
Accumulated Depreciation	$ 1,081
Orlando II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	63,184
Initial cost
Land	$ 1,589
Building and Improvements	4,576
Costs Subsequent to Acquisition	179
Gross Carrying Amount at year end
Land	1,589
Building and Improvements	4,116
Total	5,705
Accumulated Depreciation	$ 1,437
Orlando III, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	101,530
Initial cost
Land	$ 1,209
Building and Improvements	7,768
Costs Subsequent to Acquisition	701
Gross Carrying Amount at year end
Land	1,209
Building and Improvements	7,081
Total	8,290
Accumulated Depreciation	$ 2,175
Orlando IV, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	76,581
Initial cost
Land	$ 633
Building and Improvements	3,587
Costs Subsequent to Acquisition	163
Gross Carrying Amount at year end
Land	633
Building and Improvements	3,247
Total	3,880
Accumulated Depreciation	$ 626
Orlando V, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	75,295
Initial cost
Land	$ 950
Building and Improvements	4,685
Costs Subsequent to Acquisition	113
Gross Carrying Amount at year end
Land	950
Building and Improvements	4,798
Total	5,748
Accumulated Depreciation	$ 643
Orlando VI, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,275
Initial cost
Land	$ 640
Building and Improvements	3,154
Costs Subsequent to Acquisition	139
Gross Carrying Amount at year end
Land	640
Building and Improvements	3,293
Total	3,933
Accumulated Depreciation	$ 222
Oviedo, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	49,276
Initial cost
Land	$ 440
Building and Improvements	2,824
Costs Subsequent to Acquisition	586
Gross Carrying Amount at year end
Land	440
Building and Improvements	2,739
Total	3,179
Accumulated Depreciation	$ 868
Palm Coast I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	47,400
Initial cost
Land	$ 555
Building and Improvements	2,735
Costs Subsequent to Acquisition	106
Gross Carrying Amount at year end
Land	555
Building and Improvements	2,841
Total	3,396
Accumulated Depreciation	$ 269
Palm Coast II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	122,490
Initial cost
Land	$ 1,511
Building and Improvements	7,450
Costs Subsequent to Acquisition	336
Gross Carrying Amount at year end
Land	1,511
Building and Improvements	7,786
Total	9,297
Accumulated Depreciation	$ 738
Palm Harbor, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	82,685
Initial cost
Land	$ 2,457
Building and Improvements	16,178
Costs Subsequent to Acquisition	84
Gross Carrying Amount at year end
Land	2,457
Building and Improvements	16,262
Total	18,719
Accumulated Depreciation	$ 332
Pembroke Pines, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,321
Initial cost
Land	$ 337
Building and Improvements	3,772
Costs Subsequent to Acquisition	2,796
Gross Carrying Amount at year end
Land	953
Building and Improvements	5,425
Total	6,378
Accumulated Depreciation	$ 2,470
Royal Palm Beach II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	81,274
Initial cost
Land	$ 1,640
Building and Improvements	8,607
Costs Subsequent to Acquisition	292
Gross Carrying Amount at year end
Land	1,640
Building and Improvements	7,238
Total	8,878
Accumulated Depreciation	$ 2,121
Sanford I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,810
Initial cost
Land	$ 453
Building and Improvements	2,911
Costs Subsequent to Acquisition	189
Gross Carrying Amount at year end
Land	453
Building and Improvements	2,534
Total	2,987
Accumulated Depreciation	$ 770
Sanford II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	69,755
Initial cost
Land	$ 1,003
Building and Improvements	4,944
Costs Subsequent to Acquisition	140
Gross Carrying Amount at year end
Land	1,003
Building and Improvements	5,084
Total	6,087
Accumulated Depreciation	$ 353
Sarasota, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	71,142
Initial cost
Land	$ 333
Building and Improvements	3,656
Costs Subsequent to Acquisition	1,368
Gross Carrying Amount at year end
Land	529
Building and Improvements	3,827
Total	4,356
Accumulated Depreciation	$ 1,640
St. Augustine, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,725
Initial cost
Land	$ 135
Building and Improvements	1,515
Costs Subsequent to Acquisition	3,407
Gross Carrying Amount at year end
Land	383
Building and Improvements	4,319
Total	4,702
Accumulated Depreciation	$ 1,995
St. Petersburg, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	66,050
Initial cost
Land	$ 2,721
Building and Improvements	10,173
Costs Subsequent to Acquisition	251
Gross Carrying Amount at year end
Land	2,721
Building and Improvements	10,424
Total	13,145
Accumulated Depreciation	$ 208
Stuart, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	86,756
Initial cost
Land	$ 324
Building and Improvements	3,625
Costs Subsequent to Acquisition	3,166
Gross Carrying Amount at year end
Land	685
Building and Improvements	5,808
Total	6,493
Accumulated Depreciation	$ 2,591
SW Ranches, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	64,990
Initial cost
Land	$ 1,390
Building and Improvements	7,598
Costs Subsequent to Acquisition	269
Gross Carrying Amount at year end
Land	1,390
Building and Improvements	6,005
Total	7,395
Accumulated Depreciation	$ 1,741
Tampa I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	83,913
Initial cost
Land	$ 2,670
Building and Improvements	6,249
Costs Subsequent to Acquisition	251
Gross Carrying Amount at year end
Land	2,670
Building and Improvements	5,147
Total	7,817
Accumulated Depreciation	$ 1,488
Tampa II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,790
Initial cost
Land	$ 2,291
Building and Improvements	10,262
Costs Subsequent to Acquisition	104
Gross Carrying Amount at year end
Land	2,291
Building and Improvements	10,366
Total	12,657
Accumulated Depreciation	$ 209
West Palm Beach I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	66,906
Initial cost
Land	$ 719
Building and Improvements	3,420
Costs Subsequent to Acquisition	1,660
Gross Carrying Amount at year end
Land	835
Building and Improvements	3,841
Total	4,676
Accumulated Depreciation	$ 1,499
West Palm Beach II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	94,353
Initial cost
Land	$ 2,129
Building and Improvements	8,671
Costs Subsequent to Acquisition	429
Gross Carrying Amount at year end
Land	2,129
Building and Improvements	7,795
Total	9,924
Accumulated Depreciation	$ 2,874
West Palm Beach III, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	77,440
Initial cost
Land	$ 804
Building and Improvements	3,962
Costs Subsequent to Acquisition	68
Gross Carrying Amount at year end
Land	804
Building and Improvements	4,030
Total	4,834
Accumulated Depreciation	$ 524
West Palm Beach IV, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	102,892
Initial cost
Land	$ 1,499
Building and Improvements	7,392
Costs Subsequent to Acquisition	314
Gross Carrying Amount at year end
Land	1,499
Building and Improvements	7,706
Total	9,205
Accumulated Depreciation	$ 624
Winter Park, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	54,356
Initial cost
Land	$ 866
Building and Improvements	4,268
Costs Subsequent to Acquisition	87
Gross Carrying Amount at year end
Land	866
Building and Improvements	4,355
Total	5,221
Accumulated Depreciation	$ 302
Alpharetta, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	90,501
Initial cost
Land	$ 806
Building and Improvements	4,720
Costs Subsequent to Acquisition	1,029
Gross Carrying Amount at year end
Land	967
Building and Improvements	4,004
Total	4,971
Accumulated Depreciation	$ 1,513
Atlanta, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	66,625
Initial cost
Land	$ 822
Building and Improvements	4,053
Costs Subsequent to Acquisition	55
Gross Carrying Amount at year end
Land	822
Building and Improvements	4,108
Total	4,930
Accumulated Depreciation	$ 572
Austell, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	83,655
Initial cost
Land	$ 1,635
Building and Improvements	4,711
Costs Subsequent to Acquisition	311
Gross Carrying Amount at year end
Land	1,643
Building and Improvements	4,366
Total	6,009
Accumulated Depreciation	$ 1,342
Decatur, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	145,440
Initial cost
Land	$ 616
Building and Improvements	6,776
Costs Subsequent to Acquisition	356
Gross Carrying Amount at year end
Land	616
Building and Improvements	6,175
Total	6,791
Accumulated Depreciation	$ 2,960
Duluth, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	70,885
Initial cost
Land	$ 373
Building and Improvements	2,044
Costs Subsequent to Acquisition	184
Gross Carrying Amount at year end
Land	373
Building and Improvements	1,904
Total	2,277
Accumulated Depreciation	$ 336
Lawrenceville, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	73,740
Initial cost
Land	$ 546
Building and Improvements	2,903
Costs Subsequent to Acquisition	390
Gross Carrying Amount at year end
Land	546
Building and Improvements	2,876
Total	3,422
Accumulated Depreciation	$ 513
Lithia Springs, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	66,750
Initial cost
Land	$ 748
Building and Improvements	5,552
Costs Subsequent to Acquisition	81
Gross Carrying Amount at year end
Land	748
Building and Improvements	5,633
Total	6,381
Accumulated Depreciation	$ 194
Norcross I, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	85,420
Initial cost
Land	$ 514
Building and Improvements	2,930
Costs Subsequent to Acquisition	916
Gross Carrying Amount at year end
Land	632
Building and Improvements	2,938
Total	3,570
Accumulated Depreciation	$ 1,086
Norcross II, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	52,595
Initial cost
Land	$ 366
Building and Improvements	2,025
Costs Subsequent to Acquisition	193
Gross Carrying Amount at year end
Land	366
Building and Improvements	1,933
Total	2,299
Accumulated Depreciation	$ 345
Norcross III, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	46,955
Initial cost
Land	$ 938
Building and Improvements	4,625
Costs Subsequent to Acquisition	61
Gross Carrying Amount at year end
Land	938
Building and Improvements	4,686
Total	5,624
Accumulated Depreciation	$ 724
Norcross IV, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,505
Initial cost
Land	$ 576
Building and Improvements	2,839
Costs Subsequent to Acquisition	80
Gross Carrying Amount at year end
Land	576
Building and Improvements	2,919
Total	3,495
Accumulated Depreciation	$ 405
Peachtree City I, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	49,875
Initial cost
Land	$ 435
Building and Improvements	2,532
Costs Subsequent to Acquisition	759
Gross Carrying Amount at year end
Land	529
Building and Improvements	2,512
Total	3,041
Accumulated Depreciation	$ 917
Peachtree City II, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,950
Initial cost
Land	$ 398
Building and Improvements	1,963
Costs Subsequent to Acquisition	116
Gross Carrying Amount at year end
Land	398
Building and Improvements	2,079
Total	2,477
Accumulated Depreciation	$ 278
Smyrna, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,015
Initial cost
Land	$ 750
Building and Improvements	4,271
Costs Subsequent to Acquisition	279
Gross Carrying Amount at year end
Land	750
Building and Improvements	3,448
Total	4,198
Accumulated Depreciation	$ 1,333
Snellville, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	79,950
Initial cost
Land	$ 1,660
Building and Improvements	4,781
Costs Subsequent to Acquisition	340
Gross Carrying Amount at year end
Land	1,660
Building and Improvements	4,458
Total	6,118
Accumulated Depreciation	$ 1,332
Suwanee I, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	85,125
Initial cost
Land	$ 1,737
Building and Improvements	5,010
Costs Subsequent to Acquisition	296
Gross Carrying Amount at year end
Land	1,737
Building and Improvements	4,606
Total	6,343
Accumulated Depreciation	$ 1,387
Suwanee II, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	79,590
Initial cost
Land	$ 800
Building and Improvements	6,942
Costs Subsequent to Acquisition	75
Gross Carrying Amount at year end
Land	622
Building and Improvements	5,813
Total	6,435
Accumulated Depreciation	$ 1,708
Villa Rica, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	65,365
Initial cost
Land	$ 757
Building and Improvements	5,616
Costs Subsequent to Acquisition	113
Gross Carrying Amount at year end
Land	757
Building and Improvements	5,729
Total	6,486
Accumulated Depreciation	$ 196
Addison, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	31,575
Initial cost
Land	$ 428
Building and Improvements	3,531
Costs Subsequent to Acquisition	466
Gross Carrying Amount at year end
Land	428
Building and Improvements	3,496
Total	3,924
Accumulated Depreciation	$ 1,250
Aurora, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	73,985
Initial cost
Land	$ 644
Building and Improvements	3,652
Costs Subsequent to Acquisition	200
Gross Carrying Amount at year end
Land	644
Building and Improvements	3,332
Total	3,976
Accumulated Depreciation	$ 1,205
Bartlett, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	51,395
Initial cost
Land	$ 931
Building and Improvements	2,493
Costs Subsequent to Acquisition	293
Gross Carrying Amount at year end
Land	931
Building and Improvements	2,404
Total	3,335
Accumulated Depreciation	$ 884
Bellwood, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	86,350
Initial cost
Land	$ 1,012
Building and Improvements	5,768
Costs Subsequent to Acquisition	909
Gross Carrying Amount at year end
Land	1,012
Building and Improvements	4,942
Total	5,954
Accumulated Depreciation	$ 1,856
Blue Island, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	55,125
Initial cost
Land	$ 633
Building and Improvements	3,120
Costs Subsequent to Acquisition	44
Gross Carrying Amount at year end
Land	633
Building and Improvements	3,164
Total	3,797
Accumulated Depreciation	$ 177
Bolingbrook, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	80,915
Initial cost
Land	$ 1,675
Building and Improvements	8,254
Costs Subsequent to Acquisition	168
Gross Carrying Amount at year end
Land	1,675
Building and Improvements	8,422
Total	10,097
Accumulated Depreciation	$ 583
Chicago I, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	95,745
Initial cost
Land	$ 2,667
Building and Improvements	13,118
Costs Subsequent to Acquisition	877
Gross Carrying Amount at year end
Land	2,667
Building and Improvements	13,995
Total	16,662
Accumulated Depreciation	$ 969
Chicago II, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,585
Initial cost
Land	$ 833
Building and Improvements	4,035
Costs Subsequent to Acquisition	69
Gross Carrying Amount at year end
Land	833
Building and Improvements	4,104
Total	4,937
Accumulated Depreciation	$ 283
Chicago III, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	84,990
Initial cost
Land	$ 2,427
Building and Improvements	11,962
Costs Subsequent to Acquisition	778
Gross Carrying Amount at year end
Land	2,427
Building and Improvements	12,740
Total	15,167
Accumulated Depreciation	$ 890
Chicago IV, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,495
Initial cost
Land	$ 1,296
Building and Improvements	6,385
Costs Subsequent to Acquisition	26
Gross Carrying Amount at year end
Land	1,296
Building and Improvements	6,411
Total	7,707
Accumulated Depreciation	$ 357
Chicago V, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	51,775
Initial cost
Land	$ 1,044
Building and Improvements	5,144
Costs Subsequent to Acquisition	38
Gross Carrying Amount at year end
Land	1,044
Building and Improvements	5,182
Total	6,226
Accumulated Depreciation	$ 289
Chicago VI, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	71,785
Initial cost
Land	$ 1,596
Building and Improvements	9,535
Costs Subsequent to Acquisition	27
Gross Carrying Amount at year end
Land	1,596
Building and Improvements	9,562
Total	11,158
Accumulated Depreciation	$ 192
Countryside, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	99,856
Initial cost
Land	$ 2,607
Building and Improvements	12,684
Costs Subsequent to Acquisition	141
Gross Carrying Amount at year end
Land	2,607
Building and Improvements	12,825
Total	15,432
Accumulated Depreciation	$ 885
Des Plaines, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	69,600
Initial cost
Land	$ 1,564
Building and Improvements	4,327
Costs Subsequent to Acquisition	733
Gross Carrying Amount at year end
Land	1,564
Building and Improvements	4,420
Total	5,984
Accumulated Depreciation	$ 1,546
Downers Grove, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	71,625
Initial cost
Land	$ 1,498
Building and Improvements	13,153
Costs Subsequent to Acquisition	11
Gross Carrying Amount at year end
Land	1,498
Building and Improvements	13,164
Total	14,662
Accumulated Depreciation	$ 271
Elk Grove Village, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	64,079
Initial cost
Land	$ 1,446
Building and Improvements	3,535
Costs Subsequent to Acquisition	293
Gross Carrying Amount at year end
Land	1,446
Building and Improvements	3,298
Total	4,744
Accumulated Depreciation	$ 1,241
Evanston, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,850
Initial cost
Land	$ 1,103
Building and Improvements	5,440
Costs Subsequent to Acquisition	195
Gross Carrying Amount at year end
Land	1,103
Building and Improvements	5,635
Total	6,738
Accumulated Depreciation	$ 658
Glenview, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	100,085
Initial cost
Land	$ 3,740
Building and Improvements	10,367
Costs Subsequent to Acquisition	571
Gross Carrying Amount at year end
Land	3,740
Building and Improvements	9,472
Total	13,212
Accumulated Depreciation	$ 3,419
Gurnee, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	80,300
Initial cost
Land	$ 1,521
Building and Improvements	5,440
Costs Subsequent to Acquisition	301
Gross Carrying Amount at year end
Land	1,521
Building and Improvements	4,977
Total	6,498
Accumulated Depreciation	$ 1,844
Hanover, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	41,190
Initial cost
Land	$ 1,126
Building and Improvements	2,197
Costs Subsequent to Acquisition	269
Gross Carrying Amount at year end
Land	1,126
Building and Improvements	2,127
Total	3,253
Accumulated Depreciation	$ 788
Harvey, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,090
Initial cost
Land	$ 869
Building and Improvements	3,635
Costs Subsequent to Acquisition	241
Gross Carrying Amount at year end
Land	869
Building and Improvements	3,334
Total	4,203
Accumulated Depreciation	$ 1,212
Joliet, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,865
Initial cost
Land	$ 547
Building and Improvements	4,704
Costs Subsequent to Acquisition	246
Gross Carrying Amount at year end
Land	547
Building and Improvements	4,291
Total	4,838
Accumulated Depreciation	$ 1,567
Kildeer, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	36,585
Initial cost
Land	$ 2,102
Building and Improvements	2,187
Costs Subsequent to Acquisition	226
Gross Carrying Amount at year end
Land	1,997
Building and Improvements	2,211
Total	4,208
Accumulated Depreciation	$ 796
Lombard, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,691
Initial cost
Land	$ 1,305
Building and Improvements	3,938
Costs Subsequent to Acquisition	828
Gross Carrying Amount at year end
Land	1,305
Building and Improvements	4,161
Total	5,466
Accumulated Depreciation	$ 1,534
Maywood, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,225
Initial cost
Land	$ 749
Building and Improvements	3,689
Costs Subsequent to Acquisition	15
Gross Carrying Amount at year end
Land	749
Building and Improvements	3,704
Total	4,453
Accumulated Depreciation	$ 206
Mount Prospect, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	65,000
Initial cost
Land	$ 1,701
Building and Improvements	3,114
Costs Subsequent to Acquisition	599
Gross Carrying Amount at year end
Land	1,701
Building and Improvements	3,261
Total	4,962
Accumulated Depreciation	$ 1,131
Mundelein, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	44,700
Initial cost
Land	$ 1,498
Building and Improvements	2,782
Costs Subsequent to Acquisition	358
Gross Carrying Amount at year end
Land	1,498
Building and Improvements	2,725
Total	4,223
Accumulated Depreciation	$ 958
North Chicago, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	53,400
Initial cost
Land	$ 1,073
Building and Improvements	3,006
Costs Subsequent to Acquisition	422
Gross Carrying Amount at year end
Land	1,073
Building and Improvements	2,943
Total	4,016
Accumulated Depreciation	$ 1,081
Plainfield I, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	53,900
Initial cost
Land	$ 1,770
Building and Improvements	1,715
Costs Subsequent to Acquisition	335
Gross Carrying Amount at year end
Land	1,740
Building and Improvements	1,757
Total	3,497
Accumulated Depreciation	$ 606
Plainfield II, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	51,900
Initial cost
Land	$ 694
Building and Improvements	2,000
Costs Subsequent to Acquisition	239
Gross Carrying Amount at year end
Land	694
Building and Improvements	1,906
Total	2,600
Accumulated Depreciation	$ 638
Schaumburg, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	31,160
Initial cost
Land	$ 538
Building and Improvements	645
Costs Subsequent to Acquisition	212
Gross Carrying Amount at year end
Land	538
Building and Improvements	720
Total	1,258
Accumulated Depreciation	$ 260
Streamwood, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	64,305
Initial cost
Land	$ 1,447
Building and Improvements	1,662
Costs Subsequent to Acquisition	396
Gross Carrying Amount at year end
Land	1,447
Building and Improvements	1,747
Total	3,194
Accumulated Depreciation	$ 637
Warrenville, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	48,796
Initial cost
Land	$ 1,066
Building and Improvements	3,072
Costs Subsequent to Acquisition	414
Gross Carrying Amount at year end
Land	1,066
Building and Improvements	3,054
Total	4,120
Accumulated Depreciation	$ 1,005
Waukegan, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	79,500
Initial cost
Land	$ 1,198
Building and Improvements	4,363
Costs Subsequent to Acquisition	594
Gross Carrying Amount at year end
Land	1,198
Building and Improvements	4,304
Total	5,502
Accumulated Depreciation	$ 1,520
West Chicago, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	48,175
Initial cost
Land	$ 1,071
Building and Improvements	2,249
Costs Subsequent to Acquisition	431
Gross Carrying Amount at year end
Land	1,071
Building and Improvements	2,322
Total	3,393
Accumulated Depreciation	$ 824
Westmont, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	53,300
Initial cost
Land	$ 1,155
Building and Improvements	3,873
Costs Subsequent to Acquisition	291
Gross Carrying Amount at year end
Land	1,155
Building and Improvements	3,623
Total	4,778
Accumulated Depreciation	$ 1,289
Wheeling I, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	54,210
Initial cost
Land	$ 857
Building and Improvements	3,213
Costs Subsequent to Acquisition	441
Gross Carrying Amount at year end
Land	857
Building and Improvements	3,182
Total	4,039
Accumulated Depreciation	$ 1,146
Wheeling II, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,825
Initial cost
Land	$ 793
Building and Improvements	3,816
Costs Subsequent to Acquisition	475
Gross Carrying Amount at year end
Land	793
Building and Improvements	3,739
Total	4,532
Accumulated Depreciation	$ 1,383
Woodridge, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,232
Initial cost
Land	$ 943
Building and Improvements	3,397
Costs Subsequent to Acquisition	213
Gross Carrying Amount at year end
Land	943
Building and Improvements	3,135
Total	4,078
Accumulated Depreciation	$ 1,145
Schererville, IN
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,604
Initial cost
Land	$ 1,134
Building and Improvements	5,589
Costs Subsequent to Acquisition	42
Gross Carrying Amount at year end
Land	1,134
Building and Improvements	5,631
Total	6,765
Accumulated Depreciation	$ 464
Boston I, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	33,286
Initial cost
Land	$ 538
Building and Improvements	3,048
Costs Subsequent to Acquisition	256
Gross Carrying Amount at year end
Land	538
Building and Improvements	2,880
Total	3,418
Accumulated Depreciation	$ 550
Boston II, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,470
Initial cost
Land	$ 1,516
Building and Improvements	8,628
Costs Subsequent to Acquisition	392
Gross Carrying Amount at year end
Land	1,516
Building and Improvements	7,180
Total	8,696
Accumulated Depreciation	$ 3,006
Boston III, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	108,205
Initial cost
Land	$ 3,211
Building and Improvements	15,829
Costs Subsequent to Acquisition	182
Gross Carrying Amount at year end
Land	3,211
Building and Improvements	16,011
Total	19,222
Accumulated Depreciation	$ 1,151
Brockton, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	65,910
Initial cost
Land	$ 577
Building and Improvements	4,394
Costs Subsequent to Acquisition	13
Gross Carrying Amount at year end
Land	577
Building and Improvements	4,407
Total	4,984
Accumulated Depreciation	$ 152
Haverhill, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,169
Initial cost
Land	$ 669
Building and Improvements	6,610
Costs Subsequent to Acquisition	35
Gross Carrying Amount at year end
Land	669
Building and Improvements	6,645
Total	7,314
Accumulated Depreciation	$ 231
Lawrence, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	34,672
Initial cost
Land	$ 585
Building and Improvements	4,737
Costs Subsequent to Acquisition	39
Gross Carrying Amount at year end
Land	585
Building and Improvements	4,776
Total	5,361
Accumulated Depreciation	$ 165
Leominster, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	54,023
Initial cost
Land	$ 90
Building and Improvements	1,519
Costs Subsequent to Acquisition	2,469
Gross Carrying Amount at year end
Land	338
Building and Improvements	3,348
Total	3,686
Accumulated Depreciation	$ 1,463
Medford, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	58,745
Initial cost
Land	$ 1,330
Building and Improvements	7,165
Costs Subsequent to Acquisition	131
Gross Carrying Amount at year end
Land	1,330
Building and Improvements	5,805
Total	7,135
Accumulated Depreciation	$ 1,611
Stoneham, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,000
Initial cost
Land	$ 1,558
Building and Improvements	7,679
Costs Subsequent to Acquisition	74
Gross Carrying Amount at year end
Land	1,558
Building and Improvements	7,753
Total	9,311
Accumulated Depreciation	$ 892
Tewksbury, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	62,402
Initial cost
Land	$ 1,537
Building and Improvements	7,579
Costs Subsequent to Acquisition	71
Gross Carrying Amount at year end
Land	1,537
Building and Improvements	7,650
Total	9,187
Accumulated Depreciation	$ 653
Walpole, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,890
Encumbrances	$ 6,216
Initial cost
Land	634
Building and Improvements	13,069
Costs Subsequent to Acquisition	267
Gross Carrying Amount at year end
Land	634
Building and Improvements	13,336
Total	13,970
Accumulated Depreciation	$ 215
Baltimore, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	93,750
Initial cost
Land	$ 1,050
Building and Improvements	5,997
Costs Subsequent to Acquisition	1,382
Gross Carrying Amount at year end
Land	1,173
Building and Improvements	5,251
Total	6,424
Accumulated Depreciation	$ 1,972
Beltsville, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	63,687
Initial cost
Land	$ 1,277
Building and Improvements	6,295
Costs Subsequent to Acquisition	52
Gross Carrying Amount at year end
Land	1,268
Building and Improvements	6,356
Total	7,624
Accumulated Depreciation	$ 731
California, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	77,840
Initial cost
Land	$ 1,486
Building and Improvements	4,280
Costs Subsequent to Acquisition	279
Gross Carrying Amount at year end
Land	1,486
Building and Improvements	3,968
Total	5,454
Accumulated Depreciation	$ 1,427
Capitol Heights, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	79,675
Initial cost
Land	$ 2,704
Building and Improvements	13,332
Costs Subsequent to Acquisition	41
Gross Carrying Amount at year end
Land	2,704
Building and Improvements	13,373
Total	16,077
Accumulated Depreciation	$ 601
Clinton, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	84,225
Initial cost
Land	$ 2,182
Building and Improvements	10,757
Costs Subsequent to Acquisition	103
Gross Carrying Amount at year end
Land	2,182
Building and Improvements	10,860
Total	13,042
Accumulated Depreciation	$ 1,066
District Heights, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,190
Initial cost
Land	$ 1,527
Building and Improvements	8,313
Costs Subsequent to Acquisition	534
Gross Carrying Amount at year end
Land	1,527
Building and Improvements	7,722
Total	9,249
Accumulated Depreciation	$ 1,321
Elkridge, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	63,475
Initial cost
Land	$ 1,155
Building and Improvements	5,695
Costs Subsequent to Acquisition	232
Gross Carrying Amount at year end
Land	1,155
Building and Improvements	5,927
Total	7,082
Accumulated Depreciation	$ 591
Gaithersburg I, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	87,045
Initial cost
Land	$ 3,124
Building and Improvements	9,000
Costs Subsequent to Acquisition	427
Gross Carrying Amount at year end
Land	3,124
Building and Improvements	8,165
Total	11,289
Accumulated Depreciation	$ 2,957
Gaithersburg II, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,100
Initial cost
Land	$ 2,383
Building and Improvements	11,750
Costs Subsequent to Acquisition	66
Gross Carrying Amount at year end
Land	2,383
Building and Improvements	11,816
Total	14,199
Accumulated Depreciation	$ 533
Hyattsville, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	52,765
Initial cost
Land	$ 1,113
Building and Improvements	5,485
Costs Subsequent to Acquisition	65
Gross Carrying Amount at year end
Land	1,113
Building and Improvements	5,550
Total	6,663
Accumulated Depreciation	$ 638
Laurel, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	162,896
Initial cost
Land	$ 1,409
Building and Improvements	8,035
Costs Subsequent to Acquisition	3,668
Gross Carrying Amount at year end
Land	1,928
Building and Improvements	8,866
Total	10,794
Accumulated Depreciation	$ 3,409
Temple Hills I, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	97,275
Initial cost
Land	$ 1,541
Building and Improvements	8,788
Costs Subsequent to Acquisition	2,466
Gross Carrying Amount at year end
Land	1,800
Building and Improvements	8,801
Total	10,601
Accumulated Depreciation	$ 3,363
Temple Hills II, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	84,225
Initial cost
Land	$ 2,229
Building and Improvements	10,988
Costs Subsequent to Acquisition	50
Gross Carrying Amount at year end
Land	2,229
Building and Improvements	11,038
Total	13,267
Accumulated Depreciation	$ 1,024
Timonium, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	66,717
Initial cost
Land	$ 2,269
Building and Improvements	11,184
Costs Subsequent to Acquisition	181
Gross Carrying Amount at year end
Land	2,269
Building and Improvements	11,365
Total	13,634
Accumulated Depreciation	$ 1,057
Upper Marlboro, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	62,290
Initial cost
Land	$ 1,309
Building and Improvements	6,455
Costs Subsequent to Acquisition	83
Gross Carrying Amount at year end
Land	1,309
Building and Improvements	6,538
Total	7,847
Accumulated Depreciation	$ 754
Bloomington, MN
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	100,978
Initial cost
Land	$ 1,598
Building and Improvements	12,298
Costs Subsequent to Acquisition	95
Gross Carrying Amount at year end
Land	1,598
Building and Improvements	12,393
Total	13,991
Accumulated Depreciation	$ 113
Belmont, NC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	81,850
Initial cost
Land	$ 385
Building and Improvements	2,196
Costs Subsequent to Acquisition	911
Gross Carrying Amount at year end
Land	451
Building and Improvements	2,293
Total	2,744
Accumulated Depreciation	$ 864
Burlington I, NC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	109,300
Initial cost
Land	$ 498
Building and Improvements	2,837
Costs Subsequent to Acquisition	842
Gross Carrying Amount at year end
Land	498
Building and Improvements	2,878
Total	3,376
Accumulated Depreciation	$ 1,130
Burlington II, NC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	42,165
Initial cost
Land	$ 320
Building and Improvements	1,829
Costs Subsequent to Acquisition	389
Gross Carrying Amount at year end
Land	340
Building and Improvements	1,677
Total	2,017
Accumulated Depreciation	$ 655
Cary, NC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	112,402
Initial cost
Land	$ 543
Building and Improvements	3,097
Costs Subsequent to Acquisition	780
Gross Carrying Amount at year end
Land	543
Building and Improvements	3,198
Total	3,741
Accumulated Depreciation	$ 1,257
Charlotte I, NC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	69,000
Initial cost
Land	$ 782
Building and Improvements	4,429
Costs Subsequent to Acquisition	1,494
Gross Carrying Amount at year end
Land	1,068
Building and Improvements	4,729
Total	5,797
Accumulated Depreciation	$ 1,847
Charlotte II, NC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	53,666
Initial cost
Land	$ 821
Building and Improvements	8,764
Costs Subsequent to Acquisition	1
Gross Carrying Amount at year end
Land	821
Building and Improvements	8,765
Total	9,586
Accumulated Depreciation	$ 40
Cornelius, NC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,270
Initial cost
Land	$ 2,424
Building and Improvements	4,991
Costs Subsequent to Acquisition	4
Gross Carrying Amount at year end
Land	2,424
Building and Improvements	4,995
Total	7,419
Accumulated Depreciation	$ 173
Pineville, NC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	77,847
Initial cost
Land	$ 2,490
Building and Improvements	9,169
Costs Subsequent to Acquisition	125
Gross Carrying Amount at year end
Land	2,490
Building and Improvements	9,294
Total	11,784
Accumulated Depreciation	$ 319
Raleigh, NC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	48,675
Initial cost
Land	$ 209
Building and Improvements	2,398
Costs Subsequent to Acquisition	384
Gross Carrying Amount at year end
Land	296
Building and Improvements	2,307
Total	2,603
Accumulated Depreciation	$ 1,036
Bordentown, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,550
Initial cost
Land	$ 457
Building and Improvements	2,255
Costs Subsequent to Acquisition	50
Gross Carrying Amount at year end
Land	457
Building and Improvements	2,305
Total	2,762
Accumulated Depreciation	$ 320
Brick, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	51,720
Initial cost
Land	$ 234
Building and Improvements	2,762
Costs Subsequent to Acquisition	1,453
Gross Carrying Amount at year end
Land	485
Building and Improvements	3,390
Total	3,875
Accumulated Depreciation	$ 1,641
Cherry Hill I, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	51,500
Initial cost
Land	$ 222
Building and Improvements	1,260
Costs Subsequent to Acquisition	157
Gross Carrying Amount at year end
Land	222
Building and Improvements	1,235
Total	1,457
Accumulated Depreciation	$ 253
Cherry Hill II, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	65,500
Initial cost
Land	$ 471
Building and Improvements	2,323
Costs Subsequent to Acquisition	105
Gross Carrying Amount at year end
Land	471
Building and Improvements	2,428
Total	2,899
Accumulated Depreciation	$ 331
Clifton, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	105,550
Initial cost
Land	$ 4,346
Building and Improvements	12,520
Costs Subsequent to Acquisition	293
Gross Carrying Amount at year end
Land	4,340
Building and Improvements	11,133
Total	15,473
Accumulated Depreciation	$ 3,835
Cranford, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	91,280
Initial cost
Land	$ 290
Building and Improvements	3,493
Costs Subsequent to Acquisition	2,492
Gross Carrying Amount at year end
Land	779
Building and Improvements	4,800
Total	5,579
Accumulated Depreciation	$ 2,213
East Hanover, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	107,679
Initial cost
Land	$ 504
Building and Improvements	5,763
Costs Subsequent to Acquisition	4,037
Gross Carrying Amount at year end
Land	1,315
Building and Improvements	7,875
Total	9,190
Accumulated Depreciation	$ 3,739
Egg Harbor I, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	36,025
Initial cost
Land	$ 104
Building and Improvements	510
Costs Subsequent to Acquisition	63
Gross Carrying Amount at year end
Land	104
Building and Improvements	562
Total	666
Accumulated Depreciation	$ 106
Egg Harbor II, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	70,400
Initial cost
Land	$ 284
Building and Improvements	1,608
Costs Subsequent to Acquisition	245
Gross Carrying Amount at year end
Land	284
Building and Improvements	1,633
Total	1,917
Accumulated Depreciation	$ 336
Elizabeth, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	38,830
Initial cost
Land	$ 751
Building and Improvements	2,164
Costs Subsequent to Acquisition	544
Gross Carrying Amount at year end
Land	751
Building and Improvements	2,385
Total	3,136
Accumulated Depreciation	$ 827
Fairview, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	27,876
Initial cost
Land	$ 246
Building and Improvements	2,759
Costs Subsequent to Acquisition	580
Gross Carrying Amount at year end
Land	246
Building and Improvements	2,740
Total	2,986
Accumulated Depreciation	$ 1,256
Freehold, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	81,420
Initial cost
Land	$ 1,086
Building and Improvements	5,355
Costs Subsequent to Acquisition	193
Gross Carrying Amount at year end
Land	1,086
Building and Improvements	5,548
Total	6,634
Accumulated Depreciation	$ 760
Hamilton, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	70,550
Initial cost
Land	$ 1,885
Building and Improvements	5,430
Costs Subsequent to Acquisition	363
Gross Carrying Amount at year end
Land	1,893
Building and Improvements	5,025
Total	6,918
Accumulated Depreciation	$ 1,557
Hoboken, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	34,180
Initial cost
Land	$ 1,370
Building and Improvements	3,947
Costs Subsequent to Acquisition	770
Gross Carrying Amount at year end
Land	1,370
Building and Improvements	4,083
Total	5,453
Accumulated Depreciation	$ 1,476
Linden, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	100,425
Initial cost
Land	$ 517
Building and Improvements	6,008
Costs Subsequent to Acquisition	2,343
Gross Carrying Amount at year end
Land	1,043
Building and Improvements	6,827
Total	7,870
Accumulated Depreciation	$ 3,121
Lumberton, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	96,025
Initial cost
Land	$ 987
Building and Improvements	4,864
Costs Subsequent to Acquisition	136
Gross Carrying Amount at year end
Land	987
Building and Improvements	5,000
Total	5,987
Accumulated Depreciation	$ 701
Morris Township, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,226
Initial cost
Land	$ 500
Building and Improvements	5,602
Costs Subsequent to Acquisition	2,849
Gross Carrying Amount at year end
Land	1,072
Building and Improvements	6,815
Total	7,887
Accumulated Depreciation	$ 3,083
Parsippany, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	84,355
Initial cost
Land	$ 475
Building and Improvements	5,322
Costs Subsequent to Acquisition	5,648
Gross Carrying Amount at year end
Land	844
Building and Improvements	9,646
Total	10,490
Accumulated Depreciation	$ 2,817
Rahway, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	83,121
Initial cost
Land	$ 1,486
Building and Improvements	7,326
Costs Subsequent to Acquisition	127
Gross Carrying Amount at year end
Land	1,486
Building and Improvements	7,453
Total	8,939
Accumulated Depreciation	$ 859
Randolph, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	52,565
Initial cost
Land	$ 855
Building and Improvements	4,872
Costs Subsequent to Acquisition	1,344
Gross Carrying Amount at year end
Land	1,108
Building and Improvements	4,877
Total	5,985
Accumulated Depreciation	$ 2,036
Ridgefield, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,803
Initial cost
Land	$ 1,810
Building and Improvements	8,925
Costs Subsequent to Acquisition	262
Gross Carrying Amount at year end
Land	1,810
Building and Improvements	9,187
Total	10,997
Accumulated Depreciation	$ 393
Roseland, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	53,569
Initial cost
Land	$ 1,844
Building and Improvements	9,759
Costs Subsequent to Acquisition	118
Gross Carrying Amount at year end
Land	1,844
Building and Improvements	9,877
Total	11,721
Accumulated Depreciation	$ 343
Sewell, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,826
Initial cost
Land	$ 484
Building and Improvements	2,766
Costs Subsequent to Acquisition	1,411
Gross Carrying Amount at year end
Land	706
Building and Improvements	3,114
Total	3,820
Accumulated Depreciation	$ 1,186
Somerset, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,385
Initial cost
Land	$ 1,243
Building and Improvements	6,129
Costs Subsequent to Acquisition	165
Gross Carrying Amount at year end
Land	1,243
Building and Improvements	6,294
Total	7,537
Accumulated Depreciation	$ 849
Whippany, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	92,070
Initial cost
Land	$ 2,153
Building and Improvements	10,615
Costs Subsequent to Acquisition	127
Gross Carrying Amount at year end
Land	2,153
Building and Improvements	10,742
Total	12,895
Accumulated Depreciation	$ 1,233
Albuquerque I, NM
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	65,927
Initial cost
Land	$ 1,039
Building and Improvements	3,395
Costs Subsequent to Acquisition	280
Gross Carrying Amount at year end
Land	1,039
Building and Improvements	3,091
Total	4,130
Accumulated Depreciation	$ 1,178
Albuquerque II, NM
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	58,798
Initial cost
Land	$ 1,163
Building and Improvements	3,801
Costs Subsequent to Acquisition	263
Gross Carrying Amount at year end
Land	1,163
Building and Improvements	3,441
Total	4,604
Accumulated Depreciation	$ 1,312
Albuquerque III, NM
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,536
Initial cost
Land	$ 664
Building and Improvements	2,171
Costs Subsequent to Acquisition	360
Gross Carrying Amount at year end
Land	664
Building and Improvements	2,140
Total	2,804
Accumulated Depreciation	$ 807
Henderson, NV
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	75,150
Initial cost
Land	$ 1,246
Building and Improvements	6,143
Costs Subsequent to Acquisition	93
Gross Carrying Amount at year end
Land	1,246
Building and Improvements	6,236
Total	7,482
Accumulated Depreciation	$ 431
Las Vegas I, NV
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	48,532
Initial cost
Land	$ 1,851
Building and Improvements	2,986
Costs Subsequent to Acquisition	537
Gross Carrying Amount at year end
Land	1,851
Building and Improvements	3,112
Total	4,963
Accumulated Depreciation	$ 1,224
Las Vegas II, NV
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	48,850
Initial cost
Land	$ 3,354
Building and Improvements	5,411
Costs Subsequent to Acquisition	373
Gross Carrying Amount at year end
Land	3,355
Building and Improvements	5,203
Total	8,558
Accumulated Depreciation	$ 2,058
Las Vegas III, NV
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,200
Initial cost
Land	$ 1,171
Building and Improvements	10,034
Costs Subsequent to Acquisition	58
Gross Carrying Amount at year end
Land	1,171
Building and Improvements	10,092
Total	11,263
Accumulated Depreciation	$ 115
Las Vegas IV, NV
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	71,217
Initial cost
Land	$ 1,116
Building and Improvements	8,575
Costs Subsequent to Acquisition	10
Gross Carrying Amount at year end
Land	1,116
Building and Improvements	8,585
Total	9,701
Accumulated Depreciation	$ 103
Las Vegas, V NV
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	107,226
Initial cost
Land	$ 1,460
Building and Improvements	9,560
Costs Subsequent to Acquisition	24
Gross Carrying Amount at year end
Land	1,460
Building and Improvements	9,584
Total	11,044
Accumulated Depreciation	$ 65
Las Vegas VI, NV
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	94,482
Initial cost
Land	$ 1,386
Building and Improvements	12,299
Costs Subsequent to Acquisition	1
Gross Carrying Amount at year end
Land	1,386
Building and Improvements	12,300
Total	13,686
Accumulated Depreciation	$ 27
Baldwin, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,380
Initial cost
Land	$ 1,559
Building and Improvements	7,685
Costs Subsequent to Acquisition	589
Gross Carrying Amount at year end
Land	1,559
Building and Improvements	8,274
Total	9,833
Accumulated Depreciation	$ 338
Bronx I, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	69,183
Initial cost
Land	$ 2,014
Building and Improvements	11,411
Costs Subsequent to Acquisition	988
Gross Carrying Amount at year end
Land	2,014
Building and Improvements	10,807
Total	12,821
Accumulated Depreciation	$ 2,164
Bronx II, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	99,046
Initial cost
Building and Improvements	$ 28,289
Costs Subsequent to Acquisition	1,685
Gross Carrying Amount at year end
Building and Improvements	29,439
Total	29,439
Accumulated Depreciation	$ 4,665
Bronx III, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	105,940
Initial cost
Land	$ 6,459
Building and Improvements	36,180
Costs Subsequent to Acquisition	162
Gross Carrying Amount at year end
Land	6,460
Building and Improvements	31,995
Total	38,455
Accumulated Depreciation	$ 5,239
Bronx IV, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	75,030
Initial cost
Building and Improvements	$ 22,074
Costs Subsequent to Acquisition	116
Gross Carrying Amount at year end
Building and Improvements	19,535
Total	19,535
Accumulated Depreciation	$ 3,211
Bronx V, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	54,733
Initial cost
Building and Improvements	$ 17,556
Costs Subsequent to Acquisition	184
Gross Carrying Amount at year end
Building and Improvements	15,628
Total	15,628
Accumulated Depreciation	$ 2,572
Bronx VI, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	45,970
Initial cost
Building and Improvements	$ 16,803
Costs Subsequent to Acquisition	356
Gross Carrying Amount at year end
Building and Improvements	15,127
Total	15,127
Accumulated Depreciation	$ 2,466
Bronx VII, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,625
Encumbrances	$ 8,423
Initial cost
Building and Improvements	22,512
Costs Subsequent to Acquisition	173
Gross Carrying Amount at year end
Building and Improvements	22,794
Total	22,794
Accumulated Depreciation	$ 3,496
Bronx VIII, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	30,550
Encumbrances	$ 2,957
Initial cost
Land	1,245
Building and Improvements	6,137
Costs Subsequent to Acquisition	157
Gross Carrying Amount at year end
Land	1,251
Building and Improvements	6,324
Total	7,575
Accumulated Depreciation	$ 974
Bronx IX, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	148,040
Encumbrances	$ 22,952
Initial cost
Land	7,967
Building and Improvements	39,279
Costs Subsequent to Acquisition	1,245
Gross Carrying Amount at year end
Land	7,967
Building and Improvements	40,524
Total	48,491
Accumulated Depreciation	$ 6,041
Bronx X, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	159,855
Encumbrances	$ 26,464
Initial cost
Land	9,090
Building and Improvements	44,816
Costs Subsequent to Acquisition	417
Gross Carrying Amount at year end
Land	9,090
Building and Improvements	45,233
Total	54,323
Accumulated Depreciation	$ 6,382
Bronx XI, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	46,457
Initial cost
Building and Improvements	$ 17,130
Costs Subsequent to Acquisition	203
Gross Carrying Amount at year end
Building and Improvements	17,333
Total	17,333
Accumulated Depreciation	$ 1,269
Bronx XII, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	90,300
Initial cost
Building and Improvements	$ 31,603
Gross Carrying Amount at year end
Building and Improvements	31,602
Total	31,602
Accumulated Depreciation	$ 517
Brooklyn I, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,510
Initial cost
Land	$ 1,795
Building and Improvements	10,172
Costs Subsequent to Acquisition	308
Gross Carrying Amount at year end
Land	1,795
Building and Improvements	9,064
Total	10,859
Accumulated Depreciation	$ 1,800
Brooklyn II, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,920
Initial cost
Land	$ 1,601
Building and Improvements	9,073
Costs Subsequent to Acquisition	485
Gross Carrying Amount at year end
Land	1,601
Building and Improvements	8,260
Total	9,861
Accumulated Depreciation	$ 1,666
Brooklyn III, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	41,625
Initial cost
Land	$ 2,772
Building and Improvements	13,570
Costs Subsequent to Acquisition	137
Gross Carrying Amount at year end
Land	2,772
Building and Improvements	13,790
Total	16,562
Accumulated Depreciation	$ 2,269
Brooklyn IV, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	37,467
Initial cost
Land	$ 2,283
Building and Improvements	11,184
Costs Subsequent to Acquisition	159
Gross Carrying Amount at year end
Land	2,284
Building and Improvements	11,406
Total	13,690
Accumulated Depreciation	$ 1,883
Brooklyn V, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	47,020
Initial cost
Land	$ 2,374
Building and Improvements	11,636
Costs Subsequent to Acquisition	92
Gross Carrying Amount at year end
Land	2,374
Building and Improvements	11,782
Total	14,156
Accumulated Depreciation	$ 1,930
Brooklyn VI, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	75,640
Initial cost
Land	$ 4,210
Building and Improvements	20,638
Costs Subsequent to Acquisition	87
Gross Carrying Amount at year end
Land	4,211
Building and Improvements	20,832
Total	25,043
Accumulated Depreciation	$ 3,411
Brooklyn VII, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,725
Initial cost
Land	$ 5,604
Building and Improvements	27,452
Costs Subsequent to Acquisition	158
Gross Carrying Amount at year end
Land	5,604
Building and Improvements	27,774
Total	33,378
Accumulated Depreciation	$ 4,558
Brooklyn VIII, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,555
Initial cost
Land	$ 4,982
Building and Improvements	24,561
Costs Subsequent to Acquisition	81
Gross Carrying Amount at year end
Land	4,982
Building and Improvements	24,642
Total	29,624
Accumulated Depreciation	$ 2,094
Brooklyn IX, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	46,980
Initial cost
Land	$ 2,966
Building and Improvements	14,620
Costs Subsequent to Acquisition	64
Gross Carrying Amount at year end
Land	2,966
Building and Improvements	14,684
Total	17,650
Accumulated Depreciation	$ 1,249
Brooklyn X, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	56,000
Initial cost
Land	$ 3,739
Building and Improvements	7,703
Costs Subsequent to Acquisition	2,805
Gross Carrying Amount at year end
Land	4,885
Building and Improvements	9,362
Total	14,247
Accumulated Depreciation	$ 280
Brooklyn XI, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	109,846
Initial cost
Land	$ 10,093
Building and Improvements	35,385
Costs Subsequent to Acquisition	21
Gross Carrying Amount at year end
Land	10,093
Building and Improvements	35,406
Total	45,499
Accumulated Depreciation	$ 1,031
Holbrook, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,397
Initial cost
Land	$ 2,029
Building and Improvements	10,737
Costs Subsequent to Acquisition	50
Gross Carrying Amount at year end
Land	2,029
Building and Improvements	10,787
Total	12,816
Accumulated Depreciation	$ 372
Jamaica I, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	88,385
Initial cost
Land	$ 2,043
Building and Improvements	11,658
Costs Subsequent to Acquisition	2,256
Gross Carrying Amount at year end
Land	2,043
Building and Improvements	11,192
Total	13,235
Accumulated Depreciation	$ 4,059
Jamaica II, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	92,805
Initial cost
Land	$ 5,391
Building and Improvements	26,413
Costs Subsequent to Acquisition	328
Gross Carrying Amount at year end
Land	5,391
Building and Improvements	26,884
Total	32,275
Accumulated Depreciation	$ 4,391
Long Island City, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	88,825
Initial cost
Land	$ 5,700
Building and Improvements	28,101
Costs Subsequent to Acquisition	33
Gross Carrying Amount at year end
Land	5,700
Building and Improvements	28,134
Total	33,834
Accumulated Depreciation	$ 1,864
New Rochelle I, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	43,587
Initial cost
Land	$ 1,673
Building and Improvements	4,827
Costs Subsequent to Acquisition	1,168
Gross Carrying Amount at year end
Land	1,673
Building and Improvements	5,347
Total	7,020
Accumulated Depreciation	$ 1,674
New Rochelle II, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	63,220
Initial cost
Land	$ 3,167
Building and Improvements	2,713
Costs Subsequent to Acquisition	412
Gross Carrying Amount at year end
Land	3,762
Building and Improvements	18,958
Total	22,720
Accumulated Depreciation	$ 2,898
North Babylon, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,341
Initial cost
Land	$ 225
Building and Improvements	2,514
Costs Subsequent to Acquisition	4,178
Gross Carrying Amount at year end
Land	568
Building and Improvements	5,544
Total	6,112
Accumulated Depreciation	$ 2,455
Patchogue, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	47,649
Initial cost
Land	$ 1,141
Building and Improvements	5,624
Costs Subsequent to Acquisition	42
Gross Carrying Amount at year end
Land	1,141
Building and Improvements	5,666
Total	6,807
Accumulated Depreciation	$ 392
Queens I, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,238
Initial cost
Land	$ 5,158
Building and Improvements	12,339
Costs Subsequent to Acquisition	752
Gross Carrying Amount at year end
Land	5,158
Building and Improvements	13,091
Total	18,249
Accumulated Depreciation	$ 454
Queens II, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	91,100
Initial cost
Land	$ 6,208
Building and Improvements	25,815
Costs Subsequent to Acquisition	1
Gross Carrying Amount at year end
Land	6,208
Building and Improvements	25,816
Total	32,024
Accumulated Depreciation	$ 755
Riverhead, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	38,340
Initial cost
Land	$ 1,068
Building and Improvements	1,149
Costs Subsequent to Acquisition	201
Gross Carrying Amount at year end
Land	1,068
Building and Improvements	1,105
Total	2,173
Accumulated Depreciation	$ 475
Southold, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,645
Initial cost
Land	$ 2,079
Building and Improvements	2,238
Costs Subsequent to Acquisition	302
Gross Carrying Amount at year end
Land	2,079
Building and Improvements	2,136
Total	4,215
Accumulated Depreciation	$ 869
Staten Island, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	96,573
Initial cost
Land	$ 1,919
Building and Improvements	9,463
Costs Subsequent to Acquisition	316
Gross Carrying Amount at year end
Land	1,919
Building and Improvements	9,779
Total	11,698
Accumulated Depreciation	$ 1,090
Tuckahoe, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,878
Initial cost
Land	$ 2,363
Building and Improvements	17,411
Costs Subsequent to Acquisition	262
Gross Carrying Amount at year end
Land	2,363
Building and Improvements	11,902
Total	14,265
Accumulated Depreciation	$ 1,935
West Hempstead, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	83,995
Initial cost
Land	$ 2,237
Building and Improvements	11,030
Costs Subsequent to Acquisition	135
Gross Carrying Amount at year end
Land	2,237
Building and Improvements	11,165
Total	13,402
Accumulated Depreciation	$ 1,526
White Plains, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	85,864
Initial cost
Land	$ 3,295
Building and Improvements	18,049
Costs Subsequent to Acquisition	992
Gross Carrying Amount at year end
Land	3,295
Building and Improvements	16,549
Total	19,844
Accumulated Depreciation	$ 2,983
Woodhaven, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,665
Initial cost
Land	$ 2,015
Building and Improvements	11,219
Costs Subsequent to Acquisition	74
Gross Carrying Amount at year end
Land	2,015
Building and Improvements	9,995
Total	12,010
Accumulated Depreciation	$ 1,640
Wyckoff, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,290
Initial cost
Land	$ 1,961
Building and Improvements	11,113
Costs Subsequent to Acquisition	307
Gross Carrying Amount at year end
Land	1,961
Building and Improvements	9,938
Total	11,899
Accumulated Depreciation	$ 1,894
Yorktown, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,815
Initial cost
Land	$ 2,382
Building and Improvements	11,720
Costs Subsequent to Acquisition	175
Gross Carrying Amount at year end
Land	2,382
Building and Improvements	11,909
Total	14,291
Accumulated Depreciation	$ 1,957
Cleveland I, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	46,000
Initial cost
Land	$ 525
Building and Improvements	2,592
Costs Subsequent to Acquisition	265
Gross Carrying Amount at year end
Land	524
Building and Improvements	2,508
Total	3,032
Accumulated Depreciation	$ 920
Cleveland II, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	58,325
Initial cost
Land	$ 290
Building and Improvements	1,427
Costs Subsequent to Acquisition	221
Gross Carrying Amount at year end
Land	289
Building and Improvements	1,397
Total	1,686
Accumulated Depreciation	$ 525
Columbus I, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	71,905
Initial cost
Land	$ 1,234
Building and Improvements	3,151
Costs Subsequent to Acquisition	134
Gross Carrying Amount at year end
Land	1,239
Building and Improvements	2,809
Total	4,048
Accumulated Depreciation	$ 981
Columbus II, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	36,409
Initial cost
Land	$ 769
Building and Improvements	3,788
Costs Subsequent to Acquisition	121
Gross Carrying Amount at year end
Land	769
Building and Improvements	3,909
Total	4,678
Accumulated Depreciation	$ 274
Columbus III, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	51,200
Initial cost
Land	$ 326
Building and Improvements	1,607
Costs Subsequent to Acquisition	104
Gross Carrying Amount at year end
Land	326
Building and Improvements	1,711
Total	2,037
Accumulated Depreciation	$ 119
Columbus IV, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,950
Initial cost
Land	$ 443
Building and Improvements	2,182
Costs Subsequent to Acquisition	86
Gross Carrying Amount at year end
Land	443
Building and Improvements	2,268
Total	2,711
Accumulated Depreciation	$ 158
Columbus V, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,925
Initial cost
Land	$ 838
Building and Improvements	4,128
Costs Subsequent to Acquisition	79
Gross Carrying Amount at year end
Land	838
Building and Improvements	4,207
Total	5,045
Accumulated Depreciation	$ 291
Columbus VI, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	63,725
Initial cost
Land	$ 701
Building and Improvements	3,454
Costs Subsequent to Acquisition	81
Gross Carrying Amount at year end
Land	701
Building and Improvements	3,535
Total	4,236
Accumulated Depreciation	$ 244
Grove City, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	89,290
Initial cost
Land	$ 1,756
Building and Improvements	4,485
Costs Subsequent to Acquisition	277
Gross Carrying Amount at year end
Land	1,761
Building and Improvements	4,144
Total	5,905
Accumulated Depreciation	$ 1,407
Hilliard, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	89,290
Initial cost
Land	$ 1,361
Building and Improvements	3,476
Costs Subsequent to Acquisition	255
Gross Carrying Amount at year end
Land	1,366
Building and Improvements	3,243
Total	4,609
Accumulated Depreciation	$ 1,117
Lakewood, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	39,332
Initial cost
Land	$ 405
Building and Improvements	854
Costs Subsequent to Acquisition	617
Gross Carrying Amount at year end
Land	405
Building and Improvements	1,315
Total	1,720
Accumulated Depreciation	$ 949
Lewis Center, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	77,774
Initial cost
Land	$ 1,056
Building and Improvements	5,206
Costs Subsequent to Acquisition	129
Gross Carrying Amount at year end
Land	1,056
Building and Improvements	5,335
Total	6,391
Accumulated Depreciation	$ 368
Middleburg Heights, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	93,200
Initial cost
Land	$ 63
Building and Improvements	704
Costs Subsequent to Acquisition	2,275
Gross Carrying Amount at year end
Land	332
Building and Improvements	2,353
Total	2,685
Accumulated Depreciation	$ 1,017
North Olmsted I, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	48,665
Initial cost
Land	$ 63
Building and Improvements	704
Costs Subsequent to Acquisition	1,517
Gross Carrying Amount at year end
Land	214
Building and Improvements	1,734
Total	1,948
Accumulated Depreciation	$ 757
North Olmsted II, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	47,850
Initial cost
Land	$ 290
Building and Improvements	1,129
Costs Subsequent to Acquisition	1,219
Gross Carrying Amount at year end
Land	469
Building and Improvements	2,023
Total	2,492
Accumulated Depreciation	$ 1,550
North Randall, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	80,297
Initial cost
Land	$ 515
Building and Improvements	2,323
Costs Subsequent to Acquisition	3,213
Gross Carrying Amount at year end
Land	898
Building and Improvements	4,288
Total	5,186
Accumulated Depreciation	$ 1,892
Reynoldsburg, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,245
Initial cost
Land	$ 1,290
Building and Improvements	3,295
Costs Subsequent to Acquisition	295
Gross Carrying Amount at year end
Land	1,295
Building and Improvements	3,135
Total	4,430
Accumulated Depreciation	$ 1,098
Strongsville, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	43,683
Initial cost
Land	$ 570
Building and Improvements	3,486
Costs Subsequent to Acquisition	406
Gross Carrying Amount at year end
Land	570
Building and Improvements	3,059
Total	3,629
Accumulated Depreciation	$ 910
Warrensville Heights, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	90,281
Initial cost
Land	$ 525
Building and Improvements	766
Costs Subsequent to Acquisition	3,218
Gross Carrying Amount at year end
Land	935
Building and Improvements	3,386
Total	4,321
Accumulated Depreciation	$ 1,394
Westlake, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	62,750
Initial cost
Land	$ 509
Building and Improvements	2,508
Costs Subsequent to Acquisition	224
Gross Carrying Amount at year end
Land	508
Building and Improvements	2,344
Total	2,852
Accumulated Depreciation	$ 904
Conshohocken, PA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	81,255
Initial cost
Land	$ 1,726
Building and Improvements	8,508
Costs Subsequent to Acquisition	162
Gross Carrying Amount at year end
Land	1,726
Building and Improvements	8,670
Total	10,396
Accumulated Depreciation	$ 1,192
Exton, PA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,750
Initial cost
Land	$ 541
Building and Improvements	2,668
Costs Subsequent to Acquisition	117
Gross Carrying Amount at year end
Land	519
Building and Improvements	2,807
Total	3,326
Accumulated Depreciation	$ 379
Langhorne, PA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	65,150
Initial cost
Land	$ 1,019
Building and Improvements	5,023
Costs Subsequent to Acquisition	289
Gross Carrying Amount at year end
Land	1,019
Building and Improvements	5,312
Total	6,331
Accumulated Depreciation	$ 715
Levittown, PA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	76,130
Initial cost
Land	$ 926
Building and Improvements	5,296
Costs Subsequent to Acquisition	1,258
Gross Carrying Amount at year end
Land	926
Building and Improvements	4,853
Total	5,779
Accumulated Depreciation	$ 1,833
Malvern, PA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	18,848
Initial cost
Land	$ 2,959
Building and Improvements	18,198
Costs Subsequent to Acquisition	1,600
Gross Carrying Amount at year end
Land	2,959
Building and Improvements	19,797
Total	22,756
Accumulated Depreciation	$ 1,634
Montgomeryville, PA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	84,145
Initial cost
Land	$ 975
Building and Improvements	4,809
Costs Subsequent to Acquisition	210
Gross Carrying Amount at year end
Land	975
Building and Improvements	5,019
Total	5,994
Accumulated Depreciation	$ 699
Norristown, PA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,556
Initial cost
Land	$ 662
Building and Improvements	3,142
Costs Subsequent to Acquisition	773
Gross Carrying Amount at year end
Land	638
Building and Improvements	4,045
Total	4,683
Accumulated Depreciation	$ 694
Philadelphia I, PA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	96,176
Initial cost
Land	$ 1,461
Building and Improvements	8,334
Costs Subsequent to Acquisition	1,830
Gross Carrying Amount at year end
Land	1,461
Building and Improvements	6,820
Total	8,281
Accumulated Depreciation	$ 2,618
Philadelphia II, PA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	68,279
Initial cost
Land	$ 1,012
Building and Improvements	4,990
Costs Subsequent to Acquisition	160
Gross Carrying Amount at year end
Land	1,012
Building and Improvements	5,150
Total	6,162
Accumulated Depreciation	$ 463
Exeter, RI
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	41,275
Initial cost
Land	$ 547
Building and Improvements	2,697
Costs Subsequent to Acquisition	106
Gross Carrying Amount at year end
Land	547
Building and Improvements	2,803
Total	3,350
Accumulated Depreciation	$ 195
Johnston, RI
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	77,275
Initial cost
Land	$ 1,061
Building and Improvements	5,229
Costs Subsequent to Acquisition	75
Gross Carrying Amount at year end
Land	1,061
Building and Improvements	5,304
Total	6,365
Accumulated Depreciation	$ 368
Wakefield, RI
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	45,745
Initial cost
Land	$ 823
Building and Improvements	4,058
Costs Subsequent to Acquisition	35
Gross Carrying Amount at year end
Land	823
Building and Improvements	4,093
Total	4,916
Accumulated Depreciation	$ 281
Woonsocket, RI
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,700
Initial cost
Land	$ 1,049
Building and Improvements	5,172
Costs Subsequent to Acquisition	114
Gross Carrying Amount at year end
Land	1,049
Building and Improvements	5,286
Total	6,335
Accumulated Depreciation	$ 367
Antioch, TN
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	75,985
Initial cost
Land	$ 588
Building and Improvements	4,906
Costs Subsequent to Acquisition	347
Gross Carrying Amount at year end
Land	588
Building and Improvements	4,486
Total	5,074
Accumulated Depreciation	$ 1,580
Nashville I, TN
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	107,790
Initial cost
Land	$ 405
Building and Improvements	3,379
Costs Subsequent to Acquisition	755
Gross Carrying Amount at year end
Land	405
Building and Improvements	3,545
Total	3,950
Accumulated Depreciation	$ 1,210
Nashville II, TN
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	83,416
Initial cost
Land	$ 593
Building and Improvements	4,950
Costs Subsequent to Acquisition	210
Gross Carrying Amount at year end
Land	593
Building and Improvements	4,466
Total	5,059
Accumulated Depreciation	$ 1,608
Nashville III, TN
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	101,525
Initial cost
Land	$ 416
Building and Improvements	3,469
Costs Subsequent to Acquisition	265
Gross Carrying Amount at year end
Land	416
Building and Improvements	3,401
Total	3,817
Accumulated Depreciation	$ 1,202
Nashville IV, TN
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	102,450
Initial cost
Land	$ 992
Building and Improvements	8,274
Costs Subsequent to Acquisition	374
Gross Carrying Amount at year end
Land	992
Building and Improvements	7,406
Total	8,398
Accumulated Depreciation	$ 2,610
Nashville V, TN
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,560
Encumbrances	$ 2,457
Initial cost
Land	895
Building and Improvements	4,311
Costs Subsequent to Acquisition	104
Gross Carrying Amount at year end
Land	895
Building and Improvements	4,415
Total	5,310
Accumulated Depreciation	$ 238
Nashville VI, TN
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,486
Initial cost
Land	$ 2,749
Building and Improvements	8,443
Costs Subsequent to Acquisition	85
Gross Carrying Amount at year end
Land	2,749
Building and Improvements	8,528
Total	11,277
Accumulated Depreciation	$ 293
Allen, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	62,710
Initial cost
Land	$ 714
Building and Improvements	3,519
Costs Subsequent to Acquisition	98
Gross Carrying Amount at year end
Land	714
Building and Improvements	3,617
Total	4,331
Accumulated Depreciation	$ 511
Austin I, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,645
Initial cost
Land	$ 2,239
Building and Improvements	2,038
Costs Subsequent to Acquisition	255
Gross Carrying Amount at year end
Land	2,239
Building and Improvements	1,944
Total	4,183
Accumulated Depreciation	$ 668
Austin II, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	64,625
Initial cost
Land	$ 734
Building and Improvements	3,894
Costs Subsequent to Acquisition	355
Gross Carrying Amount at year end
Land	738
Building and Improvements	3,687
Total	4,425
Accumulated Depreciation	$ 1,199
Austin III, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	70,560
Initial cost
Land	$ 1,030
Building and Improvements	5,468
Costs Subsequent to Acquisition	265
Gross Carrying Amount at year end
Land	1,035
Building and Improvements	5,074
Total	6,109
Accumulated Depreciation	$ 1,623
Austin IV, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	65,358
Initial cost
Land	$ 862
Building and Improvements	4,250
Costs Subsequent to Acquisition	197
Gross Carrying Amount at year end
Land	862
Building and Improvements	4,447
Total	5,309
Accumulated Depreciation	$ 397
Austin V, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,850
Initial cost
Land	$ 1,050
Building and Improvements	5,175
Costs Subsequent to Acquisition	208
Gross Carrying Amount at year end
Land	1,050
Building and Improvements	5,383
Total	6,433
Accumulated Depreciation	$ 389
Austin VI, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	62,770
Initial cost
Land	$ 1,150
Building and Improvements	5,669
Costs Subsequent to Acquisition	160
Gross Carrying Amount at year end
Land	1,150
Building and Improvements	5,829
Total	6,979
Accumulated Depreciation	$ 406
Austin VII, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	71,023
Initial cost
Land	$ 1,429
Building and Improvements	6,263
Costs Subsequent to Acquisition	79
Gross Carrying Amount at year end
Land	1,429
Building and Improvements	6,342
Total	7,771
Accumulated Depreciation	$ 218
Austin V III, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,075
Initial cost
Land	$ 2,935
Building and Improvements	7,007
Costs Subsequent to Acquisition	42
Gross Carrying Amount at year end
Land	2,935
Building and Improvements	7,049
Total	9,984
Accumulated Depreciation	$ 170
Bryan, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,400
Initial cost
Land	$ 1,394
Building and Improvements	1,268
Costs Subsequent to Acquisition	359
Gross Carrying Amount at year end
Land	1,396
Building and Improvements	1,390
Total	2,786
Accumulated Depreciation	$ 448
Carrollton, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	77,420
Initial cost
Land	$ 661
Building and Improvements	3,261
Costs Subsequent to Acquisition	124
Gross Carrying Amount at year end
Land	661
Building and Improvements	3,385
Total	4,046
Accumulated Depreciation	$ 431
Cedar Park, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	89,050
Initial cost
Land	$ 3,350
Building and Improvements	7,950
Costs Subsequent to Acquisition	27
Gross Carrying Amount at year end
Land	3,350
Building and Improvements	7,977
Total	11,327
Accumulated Depreciation	$ 206
College Station, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	26,550
Initial cost
Land	$ 812
Building and Improvements	740
Costs Subsequent to Acquisition	196
Gross Carrying Amount at year end
Land	813
Building and Improvements	749
Total	1,562
Accumulated Depreciation	$ 247
Cypress, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	58,181
Initial cost
Land	$ 360
Building and Improvements	1,773
Costs Subsequent to Acquisition	140
Gross Carrying Amount at year end
Land	360
Building and Improvements	1,913
Total	2,273
Accumulated Depreciation	$ 273
Dallas I, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	58,582
Initial cost
Land	$ 2,475
Building and Improvements	2,253
Costs Subsequent to Acquisition	401
Gross Carrying Amount at year end
Land	2,475
Building and Improvements	2,207
Total	4,682
Accumulated Depreciation	$ 780
Dallas II, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	79,023
Initial cost
Land	$ 940
Building and Improvements	4,635
Costs Subsequent to Acquisition	199
Gross Carrying Amount at year end
Land	940
Building and Improvements	4,834
Total	5,774
Accumulated Depreciation	$ 481
Dallas III, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	83,229
Initial cost
Land	$ 2,608
Building and Improvements	12,857
Costs Subsequent to Acquisition	179
Gross Carrying Amount at year end
Land	2,608
Building and Improvements	13,036
Total	15,644
Accumulated Depreciation	$ 859
Dallas IV, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	114,550
Initial cost
Land	$ 2,369
Building and Improvements	11,850
Costs Subsequent to Acquisition	57
Gross Carrying Amount at year end
Land	2,369
Building and Improvements	11,907
Total	14,276
Accumulated Depreciation	$ 674
Dallas V, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	54,473
Initial cost
Building and Improvements	$ 11,604
Costs Subsequent to Acquisition	81
Gross Carrying Amount at year end
Building and Improvements	11,685
Total	11,685
Accumulated Depreciation	$ 527
Denton, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,846
Initial cost
Land	$ 553
Building and Improvements	2,936
Costs Subsequent to Acquisition	224
Gross Carrying Amount at year end
Land	569
Building and Improvements	2,665
Total	3,234
Accumulated Depreciation	$ 838
Fort Worth I, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,446
Initial cost
Land	$ 1,253
Building and Improvements	1,141
Costs Subsequent to Acquisition	262
Gross Carrying Amount at year end
Land	1,253
Building and Improvements	1,167
Total	2,420
Accumulated Depreciation	$ 398
Fort Worth II, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,900
Initial cost
Land	$ 868
Building and Improvements	4,607
Costs Subsequent to Acquisition	362
Gross Carrying Amount at year end
Land	874
Building and Improvements	4,301
Total	5,175
Accumulated Depreciation	$ 1,407
Fort Worth III, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	80,445
Initial cost
Land	$ 1,000
Building and Improvements	4,928
Costs Subsequent to Acquisition	66
Gross Carrying Amount at year end
Land	1,000
Building and Improvements	4,994
Total	5,994
Accumulated Depreciation	$ 291
Fort Worth IV, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	77,654
Initial cost
Land	$ 1,274
Building and Improvements	7,693
Costs Subsequent to Acquisition	26
Gross Carrying Amount at year end
Land	1,274
Building and Improvements	7,719
Total	8,993
Accumulated Depreciation	$ 168
Frisco I, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,854
Initial cost
Land	$ 1,093
Building and Improvements	3,148
Costs Subsequent to Acquisition	178
Gross Carrying Amount at year end
Land	1,093
Building and Improvements	2,868
Total	3,961
Accumulated Depreciation	$ 987
Frisco II, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	71,399
Initial cost
Land	$ 1,564
Building and Improvements	4,507
Costs Subsequent to Acquisition	163
Gross Carrying Amount at year end
Land	1,564
Building and Improvements	4,056
Total	5,620
Accumulated Depreciation	$ 1,405
Frisco III, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,765
Initial cost
Land	$ 1,147
Building and Improvements	6,088
Costs Subsequent to Acquisition	549
Gross Carrying Amount at year end
Land	1,154
Building and Improvements	5,831
Total	6,985
Accumulated Depreciation	$ 1,857
Frisco IV, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	76,000
Initial cost
Land	$ 719
Building and Improvements	4,072
Costs Subsequent to Acquisition	266
Gross Carrying Amount at year end
Land	719
Building and Improvements	3,780
Total	4,499
Accumulated Depreciation	$ 760
Frisco V, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,415
Initial cost
Land	$ 1,159
Building and Improvements	5,714
Costs Subsequent to Acquisition	116
Gross Carrying Amount at year end
Land	1,159
Building and Improvements	5,830
Total	6,989
Accumulated Depreciation	$ 514
Frisco VI, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	69,176
Initial cost
Land	$ 1,064
Building and Improvements	5,247
Costs Subsequent to Acquisition	114
Gross Carrying Amount at year end
Land	1,064
Building and Improvements	5,361
Total	6,425
Accumulated Depreciation	$ 375
Garland I, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	70,100
Initial cost
Land	$ 751
Building and Improvements	3,984
Costs Subsequent to Acquisition	532
Gross Carrying Amount at year end
Land	767
Building and Improvements	3,925
Total	4,692
Accumulated Depreciation	$ 1,269
Garland II, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	68,425
Initial cost
Land	$ 862
Building and Improvements	4,578
Costs Subsequent to Acquisition	250
Gross Carrying Amount at year end
Land	862
Building and Improvements	4,231
Total	5,093
Accumulated Depreciation	$ 1,310
Grapevine, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	77,294
Initial cost
Land	$ 1,211
Building and Improvements	8,559
Costs Subsequent to Acquisition	109
Gross Carrying Amount at year end
Land	1,211
Building and Improvements	8,668
Total	9,879
Accumulated Depreciation	$ 183
Houston III, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,590
Initial cost
Land	$ 575
Building and Improvements	524
Costs Subsequent to Acquisition	337
Gross Carrying Amount at year end
Land	576
Building and Improvements	749
Total	1,325
Accumulated Depreciation	$ 281
Houston IV, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	43,750
Initial cost
Land	$ 960
Building and Improvements	875
Costs Subsequent to Acquisition	557
Gross Carrying Amount at year end
Land	961
Building and Improvements	1,231
Total	2,192
Accumulated Depreciation	$ 377
Houston V, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	125,280
Initial cost
Land	$ 1,153
Building and Improvements	6,122
Costs Subsequent to Acquisition	1,042
Gross Carrying Amount at year end
Land	991
Building and Improvements	6,439
Total	7,430
Accumulated Depreciation	$ 1,923
Houston VI, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	54,690
Initial cost
Land	$ 575
Building and Improvements	524
Costs Subsequent to Acquisition	5,733
Gross Carrying Amount at year end
Land	983
Building and Improvements	4,936
Total	5,919
Accumulated Depreciation	$ 881
Houston VII, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	46,991
Initial cost
Land	$ 681
Building and Improvements	3,355
Costs Subsequent to Acquisition	140
Gross Carrying Amount at year end
Land	681
Building and Improvements	3,495
Total	4,176
Accumulated Depreciation	$ 549
Houston VIII, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	54,219
Initial cost
Land	$ 1,294
Building and Improvements	6,377
Costs Subsequent to Acquisition	307
Gross Carrying Amount at year end
Land	1,294
Building and Improvements	6,684
Total	7,978
Accumulated Depreciation	$ 943
Houston IX, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	51,208
Initial cost
Land	$ 296
Building and Improvements	1,459
Costs Subsequent to Acquisition	107
Gross Carrying Amount at year end
Land	296
Building and Improvements	1,566
Total	1,862
Accumulated Depreciation	$ 225
Humble, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	70,702
Initial cost
Land	$ 706
Building and Improvements	5,727
Costs Subsequent to Acquisition	62
Gross Carrying Amount at year end
Land	706
Building and Improvements	5,789
Total	6,495
Accumulated Depreciation	$ 200
Katy, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	71,308
Initial cost
Land	$ 1,329
Building and Improvements	6,552
Costs Subsequent to Acquisition	72
Gross Carrying Amount at year end
Land	1,329
Building and Improvements	6,624
Total	7,953
Accumulated Depreciation	$ 647
Keller, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,885
Initial cost
Land	$ 890
Building and Improvements	4,727
Costs Subsequent to Acquisition	240
Gross Carrying Amount at year end
Land	890
Building and Improvements	4,351
Total	5,241
Accumulated Depreciation	$ 1,418
Lewisville I, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,340
Initial cost
Land	$ 476
Building and Improvements	2,525
Costs Subsequent to Acquisition	379
Gross Carrying Amount at year end
Land	492
Building and Improvements	2,468
Total	2,960
Accumulated Depreciation	$ 780
Lewisville II, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	127,659
Initial cost
Land	$ 1,464
Building and Improvements	7,217
Costs Subsequent to Acquisition	291
Gross Carrying Amount at year end
Land	1,464
Building and Improvements	7,508
Total	8,972
Accumulated Depreciation	$ 799
Lewisville III, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	101,872
Initial cost
Land	$ 1,307
Building and Improvements	15,025
Costs Subsequent to Acquisition	126
Gross Carrying Amount at year end
Land	1,307
Building and Improvements	15,151
Total	16,458
Accumulated Depreciation	$ 409
Little Elm I, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,065
Initial cost
Land	$ 892
Building and Improvements	5,529
Costs Subsequent to Acquisition	85
Gross Carrying Amount at year end
Land	892
Building and Improvements	5,614
Total	6,506
Accumulated Depreciation	$ 157
Little Elm II, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	96,896
Initial cost
Land	$ 1,219
Building and Improvements	9,864
Costs Subsequent to Acquisition	57
Gross Carrying Amount at year end
Land	1,219
Building and Improvements	9,921
Total	11,140
Accumulated Depreciation	$ 257
Mansfield I, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	63,025
Initial cost
Land	$ 837
Building and Improvements	4,443
Costs Subsequent to Acquisition	258
Gross Carrying Amount at year end
Land	843
Building and Improvements	4,121
Total	4,964
Accumulated Depreciation	$ 1,344
Mansfield II, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	58,025
Initial cost
Land	$ 662
Building and Improvements	3,261
Costs Subsequent to Acquisition	139
Gross Carrying Amount at year end
Land	662
Building and Improvements	3,400
Total	4,062
Accumulated Depreciation	$ 495
Mansfield III, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	70,995
Initial cost
Land	$ 947
Building and Improvements	4,703
Costs Subsequent to Acquisition	154
Gross Carrying Amount at year end
Land	947
Building and Improvements	4,857
Total	5,804
Accumulated Depreciation	$ 47
McKinney I, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	47,020
Initial cost
Land	$ 1,632
Building and Improvements	1,486
Costs Subsequent to Acquisition	193
Gross Carrying Amount at year end
Land	1,634
Building and Improvements	1,439
Total	3,073
Accumulated Depreciation	$ 497
McKinney II, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	70,050
Initial cost
Land	$ 855
Building and Improvements	5,076
Costs Subsequent to Acquisition	184
Gross Carrying Amount at year end
Land	857
Building and Improvements	4,635
Total	5,492
Accumulated Depreciation	$ 1,531
McKinney III, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	53,148
Initial cost
Land	$ 652
Building and Improvements	3,213
Costs Subsequent to Acquisition	61
Gross Carrying Amount at year end
Land	652
Building and Improvements	3,274
Total	3,926
Accumulated Depreciation	$ 209
North Richland Hills, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,200
Initial cost
Land	$ 2,252
Building and Improvements	2,049
Costs Subsequent to Acquisition	234
Gross Carrying Amount at year end
Land	2,252
Building and Improvements	1,905
Total	4,157
Accumulated Depreciation	$ 648
Pearland, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,050
Initial cost
Land	$ 450
Building and Improvements	2,216
Costs Subsequent to Acquisition	198
Gross Carrying Amount at year end
Land	450
Building and Improvements	2,414
Total	2,864
Accumulated Depreciation	$ 338
Richmond, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	102,278
Initial cost
Land	$ 1,437
Building and Improvements	7,083
Costs Subsequent to Acquisition	175
Gross Carrying Amount at year end
Land	1,437
Building and Improvements	7,258
Total	8,695
Accumulated Depreciation	$ 721
Roanoke, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,860
Initial cost
Land	$ 1,337
Building and Improvements	1,217
Costs Subsequent to Acquisition	166
Gross Carrying Amount at year end
Land	1,337
Building and Improvements	1,157
Total	2,494
Accumulated Depreciation	$ 394
San Antonio I, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	73,509
Initial cost
Land	$ 2,895
Building and Improvements	2,635
Costs Subsequent to Acquisition	352
Gross Carrying Amount at year end
Land	2,895
Building and Improvements	2,456
Total	5,351
Accumulated Depreciation	$ 839
San Antonio II, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	73,230
Initial cost
Land	$ 1,047
Building and Improvements	5,558
Costs Subsequent to Acquisition	197
Gross Carrying Amount at year end
Land	1,052
Building and Improvements	5,062
Total	6,114
Accumulated Depreciation	$ 1,566
San Antonio III, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	71,775
Initial cost
Land	$ 996
Building and Improvements	5,286
Costs Subsequent to Acquisition	277
Gross Carrying Amount at year end
Land	996
Building and Improvements	4,841
Total	5,837
Accumulated Depreciation	$ 1,468
San Antonio IV, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,500
Initial cost
Land	$ 829
Building and Improvements	3,891
Costs Subsequent to Acquisition	71
Gross Carrying Amount at year end
Land	829
Building and Improvements	3,962
Total	4,791
Accumulated Depreciation	$ 36
Spring, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,751
Initial cost
Land	$ 580
Building and Improvements	3,081
Costs Subsequent to Acquisition	259
Gross Carrying Amount at year end
Land	580
Building and Improvements	2,849
Total	3,429
Accumulated Depreciation	$ 929
Murray I, UT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,280
Initial cost
Land	$ 3,847
Building and Improvements	1,017
Costs Subsequent to Acquisition	482
Gross Carrying Amount at year end
Land	3,848
Building and Improvements	1,283
Total	5,131
Accumulated Depreciation	$ 487
Murray II, UT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	71,621
Initial cost
Land	$ 2,147
Building and Improvements	567
Costs Subsequent to Acquisition	521
Gross Carrying Amount at year end
Land	2,147
Building and Improvements	917
Total	3,064
Accumulated Depreciation	$ 324
Salt Lake City I, UT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	56,446
Initial cost
Land	$ 2,695
Building and Improvements	712
Costs Subsequent to Acquisition	519
Gross Carrying Amount at year end
Land	2,696
Building and Improvements	1,045
Total	3,741
Accumulated Depreciation	$ 378
Salt Lake City II, UT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	51,676
Initial cost
Land	$ 2,074
Building and Improvements	548
Costs Subsequent to Acquisition	402
Gross Carrying Amount at year end
Land	1,937
Building and Improvements	785
Total	2,722
Accumulated Depreciation	$ 298
Alexandria, VA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	114,100
Initial cost
Land	$ 2,812
Building and Improvements	13,865
Costs Subsequent to Acquisition	224
Gross Carrying Amount at year end
Land	2,812
Building and Improvements	14,089
Total	16,901
Accumulated Depreciation	$ 2,008
Arlington, VA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	96,144
Initial cost
Land	$ 6,836
Building and Improvements	9,843
Costs Subsequent to Acquisition	95
Gross Carrying Amount at year end
Land	6,836
Building and Improvements	9,938
Total	16,774
Accumulated Depreciation	$ 609
Burke Lake, VA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	91,667
Initial cost
Land	$ 2,093
Building and Improvements	10,940
Costs Subsequent to Acquisition	1,155
Gross Carrying Amount at year end
Land	2,093
Building and Improvements	10,499
Total	12,592
Accumulated Depreciation	$ 1,971
Fairfax, VA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	73,265
Initial cost
Land	$ 2,276
Building and Improvements	11,220
Costs Subsequent to Acquisition	289
Gross Carrying Amount at year end
Land	2,276
Building and Improvements	11,509
Total	13,785
Accumulated Depreciation	$ 1,569
Fredericksburg I, VA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	69,475
Initial cost
Land	$ 1,680
Building and Improvements	4,840
Costs Subsequent to Acquisition	316
Gross Carrying Amount at year end
Land	1,680
Building and Improvements	4,483
Total	6,163
Accumulated Depreciation	$ 1,460
Fredericksburg II, VA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,057
Initial cost
Land	$ 1,757
Building and Improvements	5,062
Costs Subsequent to Acquisition	348
Gross Carrying Amount at year end
Land	1,758
Building and Improvements	4,718
Total	6,476
Accumulated Depreciation	$ 1,557
Leesburg, VA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	85,503
Initial cost
Land	$ 1,746
Building and Improvements	9,894
Costs Subsequent to Acquisition	168
Gross Carrying Amount at year end
Land	1,746
Building and Improvements	8,774
Total	10,520
Accumulated Depreciation	$ 1,414
Manassas, VA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,745
Initial cost
Land	$ 860
Building and Improvements	4,872
Costs Subsequent to Acquisition	188
Gross Carrying Amount at year end
Land	860
Building and Improvements	4,396
Total	5,256
Accumulated Depreciation	$ 860
McLearen, VA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	68,960
Initial cost
Land	$ 1,482
Building and Improvements	8,400
Costs Subsequent to Acquisition	176
Gross Carrying Amount at year end
Land	1,482
Building and Improvements	7,421
Total	8,903
Accumulated Depreciation	$ 1,420
Vienna, VA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	55,064
Initial cost
Land	$ 2,300
Building and Improvements	11,340
Costs Subsequent to Acquisition	132
Gross Carrying Amount at year end
Land	2,300
Building and Improvements	11,472
Total	13,772
Accumulated Depreciation	1,571
Divisional Offices
Initial cost
Costs Subsequent to Acquisition	404
Gross Carrying Amount at year end
Building and Improvements	404
Total	404
Accumulated Depreciation	$ 68

XML

SCHEDULE III REAL ESTATE AND RELATED DEPRECIATION (Details 2) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Activity in Storage facilities
Balance at beginning of year	$ 3,467,032	$ 3,117,198
Acquisitions & improvements	490,980	344,775
Fully depreciated assets	(61,232)	(13,493)
Dispositions and other		(33,921)
Construction in progress	101,400	52,473
Balance at end of year	3,998,180	3,467,032
Activity in Accumulated depreciation
Balance at beginning of year	594,049	492,069
Depreciation expense	138,547	122,076
Fully depreciated assets	(61,232)	(13,493)
Dispositions and other		(6,603)
Balance at end of year	671,364	594,049
Real Estate Investment Property, Net	$ 3,326,816	$ 2,872,983

XML

CONSOLIDATED BALANCE SHEETS (LP cube) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
ASSETS
Storage facilities	$ 3,998,180	$ 3,467,032
Less: Accumulated depreciation	(671,364)	(594,049)
Storage facilities, net (including VIE assets of $208,048 and $136,274, respectively)	3,326,816	2,872,983
Cash and cash equivalents	2,973	62,869
Restricted cash	7,893	24,600
Loan procurement costs, net of amortization	2,150	2,800
Investment in real estate venture, at equity	98,682	97,281
Other assets, net	36,514	43,631
Total assets	3,475,028	3,104,164
LIABILITIES AND CAPITAL
Unsecured senior notes, net	1,039,076	741,904
Revolving credit facility	43,300
Unsecured term loan	398,749	398,183
Mortgage loans and notes payable, net	114,618	111,455
Accounts payable, accrued expenses and other liabilities	93,764	85,034
Distributions payable	49,239	38,685
Deferred revenue	20,226	17,519
Security deposits	412	403
Total liabilities	1,759,384	1,393,183
Limited Partnership interests of third parties	54,407	66,128
Commitments and contingencies
Capital
Accumulated other comprehensive loss	(1,850)	(4,978)
Total liabilities and equity	3,475,028	3,104,164
CubeSmart, L.P. and Subsidiaries
ASSETS
Storage facilities	3,998,180	3,467,032
Less: Accumulated depreciation	(671,364)	(594,049)
Storage facilities, net (including VIE assets of $208,048 and $136,274, respectively)	3,326,816	2,872,983
Cash and cash equivalents	2,973	62,869
Restricted cash	7,893	24,600
Loan procurement costs, net of amortization	2,150	2,800
Investment in real estate venture, at equity	98,682	97,281
Other assets, net	36,514	43,631
Total assets	3,475,028	3,104,164
LIABILITIES AND CAPITAL
Unsecured senior notes, net	1,039,076	741,904
Revolving credit facility	43,300
Unsecured term loan	398,749	398,183
Mortgage loans and notes payable, net	114,618	111,455
Accounts payable, accrued expenses and other liabilities	93,764	85,034
Distributions payable	49,239	38,685
Deferred revenue	20,226	17,519
Security deposits	412	403
Total liabilities	1,759,384	1,393,183
Limited Partnership interests of third parties	54,407	66,128
Commitments and contingencies
Capital
Operating Partner	1,657,232	1,648,305
Accumulated other comprehensive loss	(1,850)	(4,978)
Total CubeSmart, L.P. capital	1,655,382	1,643,327
Noncontrolling interests in subsidiaries	5,855	1,526
Total capital	1,661,237	1,644,853
Total liabilities and equity	$ 3,475,028	$ 3,104,164

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (LP cube) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Storage facilities, net	$ 3,326,816	$ 2,872,983
VIE
Storage facilities, net	208,048	136,274
CubeSmart, L.P. and Subsidiaries
Storage facilities, net	3,326,816	2,872,983
CubeSmart, L.P. and Subsidiaries | VIE
Storage facilities, net	$ 208,048	$ 136,274

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (LP cube) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
REVENUES
Rental income	$ 449,601	$ 392,476	$ 330,898
Other property related income	50,255	45,189	40,065
Property management fee income	10,183	6,856	6,000
Total revenues	510,039	444,521	376,963
OPERATING EXPENSES
Property operating expenses	165,847	153,172	132,701
Depreciation and amortization	161,865	151,789	126,813
General and administrative	32,823	28,371	28,422
Acquisition related costs	6,552	3,301	7,484
Total operating expenses	367,087	336,633	295,420
OPERATING INCOME	142,952	107,888	81,543
Interest:
Interest expense on loans	(50,399)	(43,736)	(46,802)
Loan procurement amortization expense	(2,577)	(2,324)	(2,190)
Equity in losses of real estate ventures	(2,662)	(411)	(6,255)
Gain from sale of real estate, net		17,567	475
Other	1,062	(228)	(405)
Total other expense	(54,576)	(29,132)	(55,177)
INCOME FROM CONTINUING OPERATIONS	88,376	78,756	26,366
DISCONTINUED OPERATIONS
Income from discontinued operations			336
Total discontinued operations			336
NET INCOME	88,376	78,756	26,702
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Noncontrolling interest in subsidiaries	470	(84)	(16)
Operating Partnership interests of third parties	(941)	(960)	(307)
Distribution to preferred unitholders	(5,045)	(6,008)	(6,008)
NET INCOME ATTRIBUTABLE TO THE COMPANY'S COMMON SHAREHOLDERS	$ 79,923	$ 71,704	$ 20,371
Diluted - as reported (in dollars per share)	$ 0.45	$ 0.42	$ 0.13
Diluted earnings per unit from discontinued operations attributable to common unitholders			0.01
Diluted - as reported (in dollars per share)	$ 0.45	$ 0.42	$ 0.14
Weighted-average basic units outstanding (in units)	178,246	168,640	149,107
Weighted-average diluted units outstanding (in units)	179,533	170,191	150,863
AMOUNTS ATTRIBUTABLE TO COMMON UNITHOLDERS:
Income from continuing operations	$ 79,923	$ 71,704	$ 20,040
Total discontinued operations			331
CubeSmart, L.P. and Subsidiaries
REVENUES
Rental income	449,601	392,476	330,898
Other property related income	50,255	45,189	40,065
Property management fee income	10,183	6,856	6,000
Total revenues	510,039	444,521	376,963
OPERATING EXPENSES
Property operating expenses	165,847	153,172	132,701
Depreciation and amortization	161,865	151,789	126,813
General and administrative	32,823	28,371	28,422
Acquisition related costs	6,552	3,301	7,484
Total operating expenses	367,087	336,633	295,420
OPERATING INCOME	142,952	107,888	81,543
Interest:
Interest expense on loans	(50,399)	(43,736)	(46,802)
Loan procurement amortization expense	(2,577)	(2,324)	(2,190)
Equity in losses of real estate ventures	(2,662)	(411)	(6,255)
Gain from sale of real estate, net		17,567	475
Other	1,062	(228)	(405)
Total other expense	(54,576)	(29,132)	(55,177)
INCOME FROM CONTINUING OPERATIONS	88,376	78,756	26,366
DISCONTINUED OPERATIONS
Income from discontinued operations			336
Total discontinued operations			336
NET INCOME	88,376	78,756	26,702
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Noncontrolling interest in subsidiaries	470	(84)	(16)
NET INCOME (LOSS) ATTRIBUTABLE TO CUBESMART L.P.	88,846	78,672	26,686
Operating Partnership interests of third parties	(941)	(960)	(307)
NET INCOME ATTRIBUTABLE TO OPERATING PARTNER	87,905	77,712	26,379
Distribution to preferred unitholders	(5,045)	(6,008)	(6,008)
Preferred unit redemption charge	(2,937)
NET INCOME ATTRIBUTABLE TO THE COMPANY'S COMMON SHAREHOLDERS	$ 79,923	$ 71,704	$ 20,371
Basic earnings per unit from continuing operations attributable to common unitholders	$ 0.45	$ 0.43	$ 0.13
Basic earnings per unit from discontinued operations attributable to common unitholders			0.01
Basic earnings per unit attributable to common unitholders	0.45	0.43	0.14
Diluted - as reported (in dollars per share)	0.45	0.42	0.13
Diluted earnings per unit from discontinued operations attributable to common unitholders			0.01
Diluted - as reported (in dollars per share)	$ 0.45	$ 0.42	$ 0.14
Weighted-average basic units outstanding (in units)	178,246	168,640	149,107
Weighted-average diluted units outstanding (in units)	179,533	170,191	150,863
AMOUNTS ATTRIBUTABLE TO COMMON UNITHOLDERS:
Income from continuing operations	$ 79,923	$ 71,704	$ 20,040
Total discontinued operations			$ 331

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (LP cube) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
NET INCOME	$ 88,376	$ 78,756	$ 26,702
Other comprehensive income (loss):
Unrealized losses on interest rate swaps	(1,247)	(3,409)	(3,944)
Reclassification of realized losses on interest rate swaps	4,412	6,263	6,408
Unrealized loss on foreign currency translation		(249)	(175)
Reclassification of realized loss on foreign currency translation		1,199
OTHER COMPREHENSIVE INCOME	3,165	3,804	2,289
COMPREHENSIVE INCOME	91,541	82,560	28,991
Comprehensive income attributable to Operating Partnership interests of third parties	(978)	(992)	(338)
Comprehensive loss (income) attributable to noncontrolling interests in subsidiaries	470	(75)	(19)
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY	91,033	81,493	28,634
CubeSmart, L.P. and Subsidiaries
NET INCOME	88,376	78,756	26,702
Other comprehensive income (loss):
Unrealized losses on interest rate swaps	(1,247)	(3,409)	(3,944)
Reclassification of realized losses on interest rate swaps	4,412	6,263	6,408
Unrealized loss on foreign currency translation		(249)	(175)
Reclassification of realized loss on foreign currency translation		1,199
OTHER COMPREHENSIVE INCOME	3,165	3,804	2,289
COMPREHENSIVE INCOME	91,541	82,560	28,991
Comprehensive income attributable to Operating Partnership interests of third parties	(978)	(992)	(338)
Comprehensive loss (income) attributable to noncontrolling interests in subsidiaries	470	(75)	(19)
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY	$ 91,033	$ 81,493	$ 28,634

XML

CONSOLIDATED STATEMENTS OF CAPITAL (LP cube) shares in Thousands, $ in Thousands, £ in Millions	12 Months Ended
	Dec. 31, 2016 USD ($) shares	Dec. 31, 2015 USD ($) shares	Dec. 31, 2014 USD ($) shares
Increase (Decrease) in Partners' Capital
Balance of Noncontrolling Interests in the Operating Partnership	$ 66,128
Contributions from noncontrolling interests in subsidiaries	4,799	$ 178	$ 642
Distributions to noncontrolling interests in subsidiaries		319
Adjustment for Operating Partnership interests of third parties	7,388	(19,619)	(14,761)
Net income (loss)	87,435	77,796	26,395
Other comprehensive income (loss), net	3,128	3,772	2,258
Balance of Noncontrolling Interests in the Operating Partnership	54,407	66,128
Noncontrolling Interests in Operating Partnership
Increase (Decrease) in Partners' Capital
Balance of Noncontrolling Interests in the Operating Partnership	66,128	49,823	36,275
Issuance of OP Shares	1,500	500
Adjustment for Operating Partnership interests of third parties	(7,388)	19,619	14,761
Net income (loss)	941	960	307
Other comprehensive income (loss), net	37	32	31
Balance of Noncontrolling Interests in the Operating Partnership	54,407	66,128	49,823
CubeSmart, L.P. and Subsidiaries
Increase (Decrease) in Partners' Capital
Balance	1,644,853	1,449,618	1,093,207
Balance of Noncontrolling Interests in the Operating Partnership	66,128
Contributions from noncontrolling interests in subsidiaries	4,799	178	642
Distributions to noncontrolling interests in subsidiaries		(319)
Issuance of common OP units	136,121	234,061	416,001
Issuance of restricted OP units	1	1	5
Issuance of OP Shares	4,876
Conversion from OP units to shares		3,275	308
Exercise of OP unit options	13,283	17,489	13,802
Amortization of restricted OP units	1,952	1,166	182
OP unit compensation expense	1,260	989	1,553
Adjustment for Operating Partnership interests of third parties	7,388	(19,619)	(14,761)
Net income (loss)	87,435	77,796	26,395
Other comprehensive income (loss), net	3,128	3,772	2,258
Preferred OP unit distributions	(5,045)	(6,008)	(6,008)
Preferred OP unit redemption	(77,574)
Common OP unit distributions	(161,240)	(117,546)	(83,966)
Balance	1,661,237	1,644,853	1,449,618
Balance of Noncontrolling Interests in the Operating Partnership	54,407	66,128
CubeSmart, L.P. and Subsidiaries | Noncontrolling Interests in Operating Partnership
Increase (Decrease) in Partners' Capital
Balance of Noncontrolling Interests in the Operating Partnership	66,128	49,823	36,275
Issuance of OP Shares	1,500	500
Conversion from OP units to shares	(4,876)	(3,275)	(308)
Adjustment for Operating Partnership interests of third parties	(7,388)	19,619	14,761
Net income (loss)	941	960	307
Other comprehensive income (loss), net	37	32	31
Common OP unit distributions	(1,935)	(1,531)	(1,243)
Balance of Noncontrolling Interests in the Operating Partnership	54,407	66,128	49,823
CubeSmart, L.P. and Subsidiaries | Total Shareholders' Equity
Increase (Decrease) in Partners' Capital
Balance	1,643,327	1,448,026	1,092,276
Issuance of common OP units	136,121	234,061	416,001
Issuance of restricted OP units	1	1	5
Issuance of OP Shares	4,876	0
Conversion from OP units to shares		3,275	308
Exercise of OP unit options	13,283	17,489	13,802
Amortization of restricted OP units	1,952	1,166	182
OP unit compensation expense	1,260	989	1,553
Adjustment for Operating Partnership interests of third parties	7,388	(19,619)	(14,761)
Net income (loss)	87,905	77,712	26,379
Other comprehensive income (loss), net	3,128	3,781	2,255
Preferred OP unit distributions	(5,045)	(6,008)	(6,008)
Preferred OP unit redemption	(77,574)
Common OP unit distributions	(161,240)	(117,546)	(83,966)
Balance	1,655,382	1,643,327	1,448,026
CubeSmart, L.P. and Subsidiaries | Operating Partner
Increase (Decrease) in Partners' Capital
Balance	$ 1,648,305	$ 1,456,785	$ 1,103,290
Balance (in units) | shares	174,668	163,957	139,328
Issuance of common OP units	$ 136,121	$ 234,061	$ 416,001
Issuance of common OP units (in units) | shares	4,408	8,978	22,704
Issuance of restricted OP units	$ 1	$ 1	$ 5
Issuance of restricted OP units (in units) | shares	123	161	482
Issuance of OP Shares	$ 4,876
Issuance of OP Shares (in shares) | shares	188
Conversion from OP units to shares		$ 3,275	$ 308
Conversion from OP units to shares (in units) | shares		118	18
Exercise of OP unit options	$ 13,283	$ 17,489	$ 13,802
Exercise of OP unit options (in units) | shares	696	1,454	1,425
Amortization of restricted OP units	$ 1,952	$ 1,166	$ 182
OP unit compensation expense	1,260	989	1,553
Adjustment for Operating Partnership interests of third parties	7,388	(19,619)	(14,761)
Net income (loss)	87,905	77,712	26,379
Preferred OP unit distributions	(5,045)	(6,008)	(6,008)
Preferred OP unit redemption	(77,574)
Common OP unit distributions	(161,240)	(117,546)	(83,966)
Balance	$ 1,657,232	$ 1,648,305	$ 1,456,785
Balance (in units) | shares	180,083	174,668	163,957
CubeSmart, L.P. and Subsidiaries | Preferred Operating Partner
Increase (Decrease) in Partners' Capital
Balance (in units) | shares	3,100	3,100	3,100
Preferred OP unit redemption (in units) | shares	(3,100)
Balance (in units) | shares		3,100	3,100
CubeSmart, L.P. and Subsidiaries | Accumulated Other Comprehensive (Loss) Income
Increase (Decrease) in Partners' Capital
Balance	$ (4,978)	$ (8,759)	$ (11,014)
Other comprehensive income (loss), net	3,128	3,781	2,255
Balance	(1,850)	(4,978)	(8,759)
CubeSmart, L.P. and Subsidiaries | Noncontrolling Interest in Subsidiaries
Increase (Decrease) in Partners' Capital
Balance	1,526	1,592	931
Contributions from noncontrolling interests in subsidiaries	4,799	178	642
Distributions to noncontrolling interests in subsidiaries		(319)
Net income (loss)	(470)	84	16
Other comprehensive income (loss), net		(9)	3
Balance	$ 5,855	$ 1,526	$ 1,592

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CONSOLIDATED STATEMENTS OF CASH FLOWS (LP cube) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Operating Activities
Net income	$ 88,376	$ 78,756	$ 26,702
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	164,442	154,113	129,003
Equity in losses of real estate ventures	2,662	411	6,255
Gain from sale of real estate, net		(17,567)	(475)
Equity compensation expense	3,212	2,155	1,735
Accretion of fair market value adjustment of debt	(1,138)	(1,429)	(1,685)
Changes in other operating accounts:
Restricted cash	591	743	411
Other assets	(3,930)	(2,519)	808
Accounts payable and accrued expenses	7,862	(438)	2,699
Other liabilities	1,449	1,480	579
Net cash provided by operating activities	263,526	215,705	166,032
Investing Activities
Acquisitions of storage facilities	(366,666)	(275,726)	(547,515)
Additions and improvements to storage facilities	(30,971)	(24,695)	(19,967)
Development costs	(143,713)	(81,315)	(23,566)
Cash distributed from real estate ventures	8,113	6,451	56,896
Fundings of notes receivable		(4,100)
Proceeds from notes receivable		4,100
Change in restricted cash	942	69	528
Net cash used in investing activities	(544,471)	(374,608)	(522,699)
Proceeds from:
Unsecured senior notes	298,512	249,338
Revolving credit facility	958,200	731,320	712,500
Principal payments on:
Revolving credit facility	(914,900)	(809,320)	(673,100)
Mortgage loans and notes payable	(37,260)	(84,905)	(30,149)
Loan procurement costs	(2,467)	(4,433)	(274)
Redemption of preferred units	(77,574)
Contributions from noncontrolling interests in subsidiaries	4,799	178	642
Distributions paid to noncontrolling interest in subsidiaries		(319)
Distributions paid to common OP unitholders	(149,280)	(107,093)	(75,849)
Distributions paid to preferred OP unitholders	(6,545)	(6,008)	(6,008)
Net cash provided by financing activities	221,049	218,871	356,392
Change in cash and cash equivalents	(59,896)	59,968	(275)
Cash and cash equivalents at beginning of period	62,869	2,901	3,176
Cash and cash equivalents at end of period	2,973	62,869	2,901
Supplemental Cash Flow and Noncash Information
Cash paid for interest, net of interest capitalized	53,085	46,216	50,024
Supplemental disclosure of noncash activities:
Restricted cash - acquisition of storage facilities	(22,019)	(14,353)
Restricted cash - disposition of real estate		36,372
Accretion of liability	31,426	16,929	8,977
Derivative valuation adjustment	3,165	2,854	2,464
Foreign currency translation adjustment		(249)	(175)
Discount on issuance of unsecured senior notes	1,488	662
Mortgage loan assumptions	41,513	2,695	27,467
Preferred unit redemption	2,863
CubeSmart, L.P. and Subsidiaries
Operating Activities
Net income	88,376	78,756	26,702
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	164,442	154,113	129,003
Equity in losses of real estate ventures	2,662	411	6,255
Gain from sale of real estate, net		(17,567)	(475)
Equity compensation expense	3,212	2,155	1,735
Accretion of fair market value adjustment of debt	(1,138)	(1,429)	(1,685)
Changes in other operating accounts:
Restricted cash	591	743	411
Other assets	(3,930)	(2,519)	808
Accounts payable and accrued expenses	7,862	(438)	2,699
Other liabilities	1,449	1,480	579
Net cash provided by operating activities	263,526	215,705	166,032
Investing Activities
Acquisitions of storage facilities	(366,666)	(275,726)	(547,515)
Additions and improvements to storage facilities	(30,971)	(24,695)	(19,967)
Development costs	(143,713)	(81,315)	(23,566)
Investment in real estate ventures, at equity	(12,176)	(8,433)	(2,550)
Cash distributed from real estate ventures	8,113	6,451	56,896
Proceeds from sale of real estate, net		9,041	13,475
Fundings of notes receivable		(4,100)
Proceeds from notes receivable		(4,100)
Change in restricted cash	942	69	528
Net cash used in investing activities	(544,471)	(374,608)	(522,699)
Proceeds from:
Unsecured senior notes	298,512	249,338
Revolving credit facility	958,200	731,320	712,500
Principal payments on:
Revolving credit facility	(914,900)	(809,320)	(673,100)
Mortgage loans and notes payable	(37,260)	(84,905)	(30,149)
Loan procurement costs	(2,467)	(4,433)	(274)
Proceeds from issuance of common OP units	136,122	234,062	416,006
Redemption of preferred units	(77,574)
Exercise of OP unit options	13,283	17,489	13,802
Contributions from noncontrolling interests in subsidiaries	(4,799)	(178)	(642)
Distributions paid to noncontrolling interest in subsidiaries		(319)
Distributions paid to common OP unitholders	(151,121)	(108,531)	(77,027)
Distributions paid to preferred OP unitholders	(6,545)	(6,008)	(6,008)
Net cash provided by financing activities	221,049	218,871	356,392
Change in cash and cash equivalents	(59,896)	59,968	(275)
Cash and cash equivalents at beginning of period	62,869	2,901	3,176
Cash and cash equivalents at end of period	2,973	62,869	2,901
Supplemental Cash Flow and Noncash Information
Cash paid for interest, net of interest capitalized	53,085	46,216	50,024
Supplemental disclosure of noncash activities:
Restricted cash - acquisition of storage facilities	(22,019)	(14,353)
Restricted cash - disposition of real estate		36,372
Accretion of liability	31,426	16,929	8,977
Derivative valuation adjustment	3,165	2,854	2,464
Foreign currency translation adjustment		(249)	(175)
Discount on issuance of unsecured senior notes	1,488	662
Mortgage loan assumptions	41,513	$ 2,695	$ 27,467
Preferred unit redemption	$ 2,863