CubeSmart
Annual Report 2016

Plain-text annual report

Section 1: ARS (ARS) Table of Contents 2016 Annual Report Table of Contents Table of Contents (NYSE: CUBE) CubeSmart (NYSE: CUBE), headquartered in Malvern, Pennsylvania, is one of the largest owners and operators of self-storage properties in the United States. CubeSmart is organized as a Maryland real estate investment trust (“REIT”). Our stores are designed to offer affordable, easily accessible, and secure storage space for our residential and commercial Customers. As of December 31, 2016, we owned 475 self-storage properties located in 23 states and the District of Columbia containing an aggregate of approximately 32.9 million rentable square feet. In addition, as of December 31, 2016, we managed 316 stores for third parties, bringing the total number of stores we operate to 791. In 2016, we continued to deliver on our core strategic objectives of: · Producing robust organic growth through a deep operating platform and sound fundamental execution; · Growing our portfolio of high-quality, well-positioned storage assets concentrated in targeted investment markets with high barriers to entry and the most attractive long-term prospects; and · Maintaining a conservative, unsecured balance sheet that provides an attractive long-term cost of capital and the flexibility to support our external growth objectives. Our focus on these core strategic objectives produced a fourth year of historically strong growth. Funds from operations per share, as adjusted, increased 15.2% and operating cash flow growth supported a 28.6% increase in our annualized common dividend, while still maintaining the lowest payout ratio in the sector. Robust Organic Growth Fundamental execution starts with our people. At CubeSmart, we have worked diligently to build a service-oriented culture that fosters the delivery of an exceptional experience to both internal and external Customers. These efforts have resulted in external recognition for outstanding Customer service — namely, a Stevie Award for Customer Service Department of the Year for the fifth year in a row, the 2017 People’s Choice Stevie Award for Favorite Customer Service, and the 2016 ISS Best in Business Best Customer Service Award. Our more than 2,100 dedicated teammates serve with passion and exceed expectations to deliver our Customer-centric service model every day. We remain committed to building upon our exceptional operating platform, which sets us apart in an industry characterized by broad fragmentation, generic service offerings, and relatively unsophisticated systems. In 2016, we continued to refine our digital marketing platform and benefited from increased overall website traffic, improved conversion rates, and greater efficiency of our marketing spend. Our award-winning National Sales Center continued to set new records for reservation conversion rates, aided by our internally designed Customer relationship management system. Finally, we continue to enhance our revenue management process, ensuring that we maximize the revenue potential from every Customer demand opportunity. As a result of these initiatives, same-store net operating income (“NOI”) grew by 10.2% in 2016, driven by effective rent growth and all-time-high occupancy levels generating 7.0% revenue growth and a 0.3% decrease in annual operating expenses due to favorable weather-related costs and property insurance renewals. Our same-store results are even more remarkable when you consider our same-store NOI growth was 9.6% in 2015, 9.6% in 2014 and 9.3% in 2013. Table of Contents A Portfolio of High-Quality, Well-Positioned Storage Assets CubeSmart’s portfolio is concentrated in targeted, high-barrier-to-entry investment markets, including an industry leading market share in New York City. Our external growth strategy is focused on acquiring existing cash-flowing properties, acquiring newly constructed, purpose built stores from merchant builders at the completion of construction, and entering into selective development opportunities with joint-venture partners. In 2016, we continued to enhance our portfolio quality through the acquisition of 25 existing stores for a total of $334.2 million. We purchased three stores upon the completion of construction and the issuance of a certificate of occupancy for $69.4 million. Additionally, we opened for operation two new joint venture development properties in 2016 for a total investment of $64.0 million. Going forward, we expect to selectively invest in additional store acquisitions, new development properties, and joint ventures that generate attractive risk-adjusted returns for the Company. Our third-party management platform has been, and continues to be, an important part of our portfolio growth and strategy. We continue to see significant and growing interest from private owners who recognize the benefit of CubeSmart’s brand, scale advantage and sophisticated operating platform. During the past year, the number of stores in our third-party management program grew by 39.2%, from 227 at the end of 2015 to 316 at the end of 2016. Importantly, our third-party management platform serves as an attractive pipeline for acquisition opportunities. Since the launch of our third-party management program in 2010, stores acquired from the program have accounted for over $570 million of acquisition volume. This platform, combined with our deep industry relationships and disciplined investment process, provides us with a significant competitive advantage as we pursue our external growth objectives. A Conservative, Unsecured Balance Sheet We have long communicated our objective of maintaining an unsecured balance sheet that affords significant financing and portfolio management flexibility, while supporting an attractive long-term cost of capital. During 2016, both Moody’s and Standard & Poor’s maintained the Company’s credit ratings of Baa2/BBB, respectively. The Company finished 2016 with debt to total gross assets of 38.5% and a secured debt balance that represented just 2.8% of our total gross asset value. CubeSmart’s financial position remains strong and we have proven access to the full array of capital resources. To support our external growth initiatives in 2016, we prudently utilized our “at-the-market” equity program to sell common shares, raising $136.1 million in net proceeds, and completed our fourth public offering of unsecured senior notes, raising $300.0 million. We also used a portion of the senior note proceeds to redeem all $77.5 million of our outstanding 7.75% Series A preferred shares to lower our long-term cost of capital. Looking forward, we expect to continue to fund growth in a manner that maintains credit metrics consistent with our investment grade ratings. Value Creation At CubeSmart, we are committed to enhancing our high-quality portfolio, sophisticated operating platform, and award-winning Customer service culture. During 2016, we expanded our portfolio in targeted high-barrier markets, delivered historically strong same-store growth, and received national recognition for our Customer service efforts. Demand for self storage remains healthy and we believe our national portfolio is well positioned to meet the competitive challenges of new supply. We thank you for your interest and support as we continue to create long-term value for our shareholders. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K xxxx 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 oooo 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) Delaware (CubeSmart, L.P.) (State or Other Jurisdiction of Incorporation or Organization) 5 Old Lancaster Road Malvern, Pennsylvania (Address of Principal Executive Offices) 20-1024732 (CubeSmart) 34-1837021 (CubeSmart, L.P.) (IRS Employer Identification No.) 19355 (Zip Code) Registrant’s telephone number, including area code (610) 535-5000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Shares, $0.01 par value per share, of CubeSmart Name of each exchange on which registered 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 CubeSmart, L.P. Yes x No o Yes x No o 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 CubeSmart, L.P. Yes o No x Yes o No x 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 CubeSmart, L.P. Yes x No o Yes x No o 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 CubeSmart, L.P. Yes x No o Yes x No o 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 CubeSmart, L.P. Yes x No o Yes x No o 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 x CubeSmart, L.P.: Large accelerated filer o Non-accelerated filer x Non-accelerated filer o Accelerated filer o Accelerated filer o Smaller reporting company o Smaller reporting company o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). CubeSmart CubeSmart, L.P. Yes o No x Yes o No x 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. Table of Contents 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 Table of Contents 2 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. 3 TABLE OF CONTENTS Table of Contents PART I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Item 3. Item 4. PART II Item 5. Item 6. Item 7. Properties Legal Proceedings Mining Safety Disclosures Market for Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Item 9. Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information PART III Item 10. Trustees, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters Item 13. Certain Relationships and Related Transactions, and Trustee Independence Item 14. Principal Accountant Fees and Services PART IV Item 15. Exhibits and Financial Statement Schedules Item 16. Form 10-K Summary Table of Contents 4 PART I Forward-Looking Statements 5 6 12 24 24 36 36 37 37 39 44 59 59 59 60 61 61 61 61 61 61 62 62 62 67 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 5 Table of Contents · 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: 6 Table of Contents Asset/Portfolio 2016 Acquisitions: Metro DC Asset Texas Assets New York Asset Texas Asset Connecticut Asset Texas Asset Florida Assets Colorado Asset Texas Asset Texas Asset Texas Asset Illinois Asset Illinois Asset Massachusetts Asset Nevada Assets Arizona Asset Minnesota Asset Colorado Asset Texas Asset Texas Asset Nevada Asset North Carolina Asset Arizona Asset Nevada Asset 2015 Acquisitions: Market Transaction Date Number of Stores Purchase / Sale Price (in thousands) Baltimore / DC Texas Markets - Major New York / Northern NJ Texas Markets - Major Connecticut Texas Markets - Major Florida Markets - Other Denver Texas Markets - Major Texas Markets - Major Texas Markets - Major Chicago Chicago Massachusetts Las Vegas Phoenix Minneapolis Denver Texas Markets - Major Texas Markets - Major Las Vegas Charlotte Phoenix Las Vegas January 2016 January 2016 January 2016 January 2016 February 2016 March 2016 March 2016 April 2016 April 2016 May 2016 May 2016 May 2016 May 2016 June 2016 July 2016 August 2016 August 2016 August 2016 September 2016 September 2016 October 2016 November 2016 November 2016 December 2016 1 2 1 1 1 1 3 1 1 1 1 1 1 1 2 1 1 1 1 1 1 1 1 1 28 $ $ 21,000 24,800 48,500 11,600 19,000 11,600 47,925 11,350 11,600 10,100 10,800 12,350 16,000 14,300 23,200 14,525 15,150 15,600 6,100 5,300 13,250 10,600 14,000 14,900 403,550 Texas Asset HSRE Assets Arizona Asset Tennessee Asset Texas Asset Florida Asset Arizona Asset Florida Asset Texas Asset Maryland Asset Maryland Asset New York/New Jersey Assets New Jersey Asset PSI Assets 2015 Dispositions: Texas Assets Florida Asset 2014 Acquisitions: Connecticut Asset Florida Asset Florida Assets California Asset Maryland Asset Maryland Asset Arizona Asset Pennsylvania Asset Texas Asset Texas Asset New York Assets Florida Asset Massachusetts Asset Indiana Asset Florida Assets Florida Assets Massachusetts Asset Texas Asset Texas Asset Texas Asset HSRE Assets Texas Asset Florida Assets New York Asset Texas Asset Table of Contents Texas Markets - Major Chicago Arizona / Las Vegas Tennessee Texas Markets - Major Florida Markets - Other Arizona / Las Vegas Florida Markets - Other Texas Markets - Major Baltimore / DC Baltimore / DC New York / Northern NJ New York / Northern NJ Various (see note 4) February 2015 March 2015 March 2015 March 2015 April 2015 May 2015 June 2015 June 2015 July 2015 July 2015 July 2015 August 2015 December 2015 December 2015 Texas Markets - Major Florida Markets - Other October 2015 October 2015 Connecticut Miami / Ft. Lauderdale Florida Markets - Other Other West Baltimore / DC Baltimore / DC Arizona / Las Vegas Philadelphia / Southern NJ Texas Markets - Major Texas Markets - Major New York / Northern NJ Florida Markets - Other Other Northeast Other Midwest Florida Markets - Other Florida Markets - Other Boston Texas Markets - Major Texas Markets - Major Texas Markets - Major Various (see note 4) Texas Markets - Major Florida Markets - Other New York / Northern NJ Texas Markets - Major 7 January 2014 January 2014 January 2014 January 2014 February 2014 February 2014 March 2014 March 2014 March 2014 April 2014 April 2014 April 2014 April 2014 May 2014 June 2014 July 2014 September 2014 October 2014 October 2014 October 2014 November 2014 December 2014 December 2014 December 2014 December 2014 1 4 1 1 1 1 1 1 1 1 1 2 1 12 29 7 1 8 1 1 2 1 1 1 1 1 1 1 2 1 1 1 3 2 1 1 1 1 22 1 3 1 1 53 $ $ $ $ $ $ 7,295 27,500 7,900 6,575 15,795 7,300 10,100 10,500 14,200 17,000 19,200 24,823 14,350 109,824 292,362 28,000 9,800 37,800 4,950 14,000 14,450 8,300 15,800 15,500 14,750 7,350 8,225 6,450 55,000 11,406 11,100 8,400 35,000 15,800 23,100 7,700 8,500 7,750 195,500 18,650 18,200 38,000 4,345 568,226 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: Balance - January 1 Stores acquired Stores developed Balance - March 31 Stores acquired Stores developed Balance - June 30 Stores acquired Balance - September 30 2016 2015 2014 445 10 1 456 7 1 464 7 471 421 7 — 428 4 1 433 5 438 366 10 2 378 9 — 387 3 390 Stores acquired Stores developed Stores sold Balance - December 31 Financing and Investing Activities 4 — — 475 13 2 (8 ) 445 31 — — 421 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 Table of Contents 8 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. 9 Table of Contents 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 Table of Contents 10 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. 11 Table of Contents 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 Table of Contents 12 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. Table of Contents Our development activities may be more costly or difficult to complete than we anticipate. 13 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. 14 Table of Contents 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. Table of Contents 15 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. Table of Contents 16 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. Table of Contents Risks Related to the Real Estate Industry 17 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. 18 Table of Contents 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. Table of Contents 19 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 Table of Contents 20 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 Table of Contents 21 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. Table of Contents 22 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. Table of Contents 23 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. State Florida Texas New York California Illinois Arizona New Jersey Georgia Ohio Maryland Connecticut Virginia Colorado Massachusetts North Carolina Tennessee Pennsylvania Nevada Utah Rhode Island Washington D.C. New Mexico Minnesota Indiana Total/Weighted Average Number of Stores Cubes Total Rentable Square Feet % of Total Rentable Square Feet Period-end Occupancy 77 63 43 40 39 33 25 18 20 15 22 10 11 11 9 7 9 7 4 4 3 3 1 1 475 55,746 36,338 51,984 25,750 22,575 18,847 16,826 11,063 11,089 12,010 10,656 7,873 5,998 7,261 5,601 4,416 6,023 4,122 2,261 1,971 2,849 1,648 1,018 574 324,499 5,749,593 4,363,664 3,066,009 2,831,254 2,461,164 2,054,791 1,700,430 1,316,941 1,293,096 1,228,155 1,179,463 787,982 697,589 674,772 654,175 618,212 609,289 519,657 240,023 236,995 224,302 182,261 100,978 67,604 32,858,399 17.4 % 13.3 % 9.3 % 8.6 % 7.5 % 6.3 % 5.2 % 4.0 % 3.9 % 3.7 % 3.6 % 2.4 % 2.1 % 2.1 % 2.0 % 1.9 % 1.9 % 1.6 % 0.7 % 0.7 % 0.7 % 0.6 % 0.3 % 0.2 % 100.0 % 93.1 % 84.8 % 81.4 % 94.6 % 91.6 % 91.3 % 91.8 % 90.9 % 90.2 % 92.9 % 91.5 % 87.3 % 85.1 % 87.9 % 89.7 % 85.8 % 89.2 % 92.1 % 95.5 % 92.2 % 85.0 % 93.5 % 83.5 % 95.7 % 89.7 % Table of Contents Our Stores 24 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. Store Location Chandler I, AZ Chandler II, AZ Gilbert I, AZ Gilbert II, AZ Glendale, AZ Green Valley, AZ Mesa I, AZ Mesa II, AZ Mesa III, AZ Peoria, AZ Phoenix I, AZ Phoenix II, AZ Phoenix III, AZ Phoenix IV, AZ Queen Creek, AZ Scottsdale, AZ Surprise, AZ Tempe I, AZ Tempe II, AZ Tucson I, AZ Tucson II, AZ Tucson III, AZ Tucson IV, AZ Tucson V, AZ Tucson VI, AZ Tucson VII, AZ Tucson VIII, AZ Tucson IX, AZ Tucson X, AZ Tucson XI, AZ Tucson XII, AZ Tucson XIII, AZ Tucson XIV, AZ Benicia, CA Citrus Heights, CA Corona, CA Diamond Bar, CA Escondido, CA Fallbrook, CA Fremont, CA Lancaster, CA Long Beach, CA Murrieta, CA North Highlands, CA Ontario, CA Table of Contents Store Location Orangevale, CA Pleasanton, CA Year Acquired / Developed (1) 2005 2013 2013 2016 1998 2005 2006 2006 2006 2015 2006 2006/11 2014 2016 2015 1998 2015 2005 2013 1998 1998 2005 2005 2005 2005 2005 2005 2005 2005 2005 2005 2005 2005 2005 2005 2014 2005 2007 1997 2014 2001 2006 2005 2005 2014 Year Acquired / Developed (1) 2005 2005 Year Built 1985 2008 2010 2005/14 1987 1985 1985 1981 1986 2005 1987 1974 2009 2008 2013 1995 2006 1975 2007 1974 1988 1979 1982 1982 1982 1982 1979 1984 1981 1974 1974 1974 1976 1988/93/05 1987 2014 1988 2002 1985/88 1987 1987 1974 1996 1980 1986 Rentable Square Feet 47,680 82,889 57,300 91,505 56,807 25,050 52,575 45,511 59,629 110,835 100,875 83,160 121,731 69,660 94,462 79,525 72,575 53,890 68,409 59,800 43,950 49,832 48,040 45,134 40,814 52,688 46,650 67,496 46,350 42,900 42,275 45,800 48,995 74,770 75,620 94,975 103,309 143,645 45,976 51,243 60,450 124,571 49,785 57,094 93,590 25 Occupancy (2) 94.3 % 93.1 % 86.8 % 84.0 % 98.4 % 89.6 % 92.1 % 88.6 % 95.1 % 94.5 % 90.7 % 95.7 % 91.0 % 89.3 % 74.3 % 95.1 % 91.6 % 91.2 % 88.8 % 95.3 % 88.3 % 92.8 % 95.2 % 92.3 % 91.3 % 94.7 % 93.3 % 93.6 % 89.8 % 95.9 % 95.7 % 85.8 % 95.4 % 95.6 % 95.0 % 93.8 % 96.4 % 94.6 % 89.4 % 93.7 % 97.0 % 95.1 % 91.9 % 96.8 % 95.6 % Manager Apartment (3) Y N Y Y Y N N Y Y N Y Y N Y Y Y N Y Y Y Y N Y Y Y Y Y Y N Y Y Y Y Y Y N Y Y Y Y Y Y Y Y Y Cubes 454 1,172 443 679 528 266 501 410 524 925 751 809 820 705 624 654 602 407 733 496 537 496 504 421 418 601 454 605 414 408 436 493 557 720 683 971 914 1,260 446 526 358 1,371 449 472 849 % Climate Controlled (4) 12.5 % 73.7 % 83.6 % 37.7 % 0.0 % 9.0 % 0.0 % 16.7 % 15.8 % 35.3 % 21.8 % 6.7 % 73.8 % 99.9 % 61.0 % 20.4 % 100.0 % 18.8 % 86.4 % 0.0 % 100.0 % 0.0 % 13.4 % 11.3 % 13.6 % 7.0 % 0.0 % 5.9 % 0.0 % 0.0 % 3.9 % 0.0 % 17.9 % 0.0 % 0.0 % 6.9 % 0.0 % 11.8 % 0.0 % 0.6 % 0.0 % 0.0 % 5.1 % 0.0 % 0.0 % Year Built 1980 2003 Rentable Square Feet 50,542 83,600 Occupancy (2) 93.2 % 92.3 % Cubes 529 762 Manager Apartment (3) Y Y % Climate Controlled (4) 0.0 % 0.0 % Rancho Cordova, CA Rialto I, CA Rialto II, CA Riverside I, CA Riverside II, CA Roseville, CA Sacramento I, CA Sacramento II, CA San Bernardino I, CA San Bernardino II, CA San Bernardino III, CA San Bernardino IV, CA San Bernardino V, CA San Bernardino VII, CA San Bernardino VIII, CA San Marcos, CA Santa Ana, CA South Sacramento, CA Spring Valley, CA Temecula I, CA Temecula II, CA Vista I, CA Vista II, CA Walnut, CA West Sacramento, CA Westminster, CA Aurora, CO Centennial, CO Colorado Springs I, CO Colorado Springs II, CO Denver I, CO Denver II, CO Denver III, CO Federal Heights, CO Golden, CO Littleton, CO Northglenn, CO Bloomfield, CT Branford, CT Bristol, CT East Windsor, CT Enfield, CT Gales Ferry, CT Manchester I, CT (6) Manchester II, CT Manchester III, CT Milford, CT Monroe, CT Table of Contents Store Location Mystic, CT Newington I, CT Newington II, CT Norwalk I, CT Norwalk II, CT Old Saybrook I, CT Old Saybrook II, CT Shelton, CT South Windsor, CT Stamford, CT Wilton, CT Washington I, DC Washington II, DC 2005 2006 1997 2006 2006 2005 2005 2005 1997 1997 1997 2005 2006 2006 2006 2005 2006 2005 2006 1998 2007 2001 2005 2005 2005 2005 2005 2016 2005 2006 2006 2012 2016 2005 2005 2005 2005 1997 1995 2005 2005 2001 1995 2002 2005 2014 1996 2005 Year Acquired / Developed (1) 1996 2005 2005 2012 2016 2005 2005 2011 1996 2005 2012 2008 2011 1979 1987 1980 1977 1985 1979 1979 1986 1987 1991 1985/92 2002/04 1974 1978 1977 1979 1984 1979 1980 1985/03 2003 1988 2001/02/03 1987 1984 1983/98 1981 2009 1986 2001 1997 2007 2015 1980 1985 1987 1980 1987/93/94 1986 1989/99 1986/89 1989 1987/89 1999/00/01 1984 2009 1975 1996/03 Year Built 1975/86 1978/97 1979/81 2009 1990 1982/88/00 1988/02 2007 1976 1997 1966 2002 1929/98 53,978 57,391 99,783 67,020 85,176 59,944 50,664 62,088 31,070 41,546 35,416 83,277 56,745 78,753 103,417 37,425 63,916 52,440 55,035 81,340 84,543 74,238 147,763 50,708 40,015 68,393 75,867 62,400 47,975 62,400 59,200 74,460 76,125 54,770 87,800 53,490 43,102 48,700 50,629 47,725 46,066 52,875 54,905 46,925 52,725 60,113 44,885 58,500 26 96.3 % 97.6 % 95.4 % 94.0 % 95.9 % 95.6 % 96.2 % 97.1 % 93.9 % 91.6 % 97.8 % 91.5 % 95.9 % 93.1 % 96.1 % 93.9 % 92.4 % 97.3 % 93.1 % 92.4 % 94.9 % 93.8 % 92.6 % 94.4 % 97.3 % 93.6 % 86.4 % 81.7 % 92.1 % 92.5 % 88.3 % 89.0 % 63.1 % 90.2 % 85.6 % 82.1 % 93.2 % 93.1 % 93.3 % 91.4 % 96.9 % 90.5 % 92.9 % 93.2 % 92.8 % 91.9 % 92.3 % 95.0 % 468 455 717 656 811 555 554 553 240 373 370 719 487 616 867 244 740 413 713 705 682 622 1,300 537 479 564 618 530 468 433 449 678 708 549 640 442 483 445 430 471 304 371 607 465 400 583 375 394 Y Y Y Y Y Y Y Y N Y N Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y N N Y Y Y Y Y Y N N Y N N N N Y N 0.0 % 0.0 % 0.0 % 0.0 % 5.5 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 12.1 % 6.7 % 2.4 % 0.0 % 0.0 % 4.3 % 0.0 % 0.0 % 45.7 % 55.0 % 0.0 % 3.7 % 16.0 % 0.0 % 0.0 % 0.0 % 95.1 % 0.0 % 0.0 % 0.0 % 94.9 % 94.6 % 0.0 % 1.6 % 64.2 % 0.0 % 8.7 % 3.5 % 31.7 % 0.0 % 0.0 % 9.4 % 44.1 % 0.0 % 87.0 % 6.9 % 0.0 % Rentable Square Feet 50,825 42,620 36,140 30,328 78,175 87,000 26,425 78,405 72,075 28,907 84,515 63,085 82,787 Occupancy (2) 91.8 % 93.2 % 97.3 % 93.8 % 82.7 % 92.7 % 87.8 % 87.5 % 92.2 % 88.0 % 89.5 % 87.7 % 91.1 % Manager Apartment (3) Y N N N Y N N Y Y N Y Y N Cubes 561 248 195 349 936 720 253 855 560 363 771 754 1,043 % Climate Controlled (4) 4.6 % 0.0 % 0.0 % 100.0 % 77.8 % 10.8 % 71.8 % 93.9 % 1.2 % 38.6 % 66.6 % 97.2 % 99.5 % Washington III, DC Boca Raton, FL Boynton Beach I, FL Boynton Beach II, FL Boynton Beach III, FL Boynton Beach IV, FL Bradenton I, FL Bradenton II, FL Cape Coral I, FL Cape Coral II, FL Coconut Creek I, FL Coconut Creek II, FL Dania Beach, FL Dania, FL Davie, FL Deerfield Beach, FL Delray Beach I, FL Delray Beach II, FL Delray Beach III, FL Ft. Lauderdale I, FL Ft. Lauderdale II, FL Ft. Myers I, FL Ft. Myers II, FL Ft. Myers III, FL Jacksonville I, FL Jacksonville II, FL Jacksonville III, FL Jacksonville IV, FL Jacksonville V, FL Jacksonville VI, FL Kendall, FL Lake Worth I, FL † Lake Worth II, FL Lake Worth III, FL Lakeland, FL Leisure City, FL Lutz I, FL Table of Contents Store Location Lutz II, FL Margate I, FL † Margate II, FL † Merritt Island, FL Miami I, FL Miami II, FL Miami III, FL Miami IV, FL Miramar, FL Naples I, FL Naples II, FL Naples III, FL Naples IV, FL New Smyrna Beach, FL Ocoee, FL Orange City, FL Orlando II, FL Orlando III, FL Orlando IV, FL Orlando V, FL Orlando VI, FL Oviedo, FL Palm Coast I, FL 2016 2001 2001 2005 2014 2015 2004 2004 2000* 2014 2012 2014 2004 1996 2001* 1998* 2001 2013 2014 1999 2013 1999 2014 2014 2005 2007 2007 2007 2007 2014 2007 1998 2014 2015 1994 2012 2004 Year Acquired / Developed (1) 2004 1996 1996 2002 1996 1996 2005 2011 2013 1996 1997 1997 1998 2014 2005 2004 2005 2006 2010 2012 2014 2006 2014 1961/13 1998 1999 2001 2001 2002 1979 1996 2000 2007 2001 1999 1984 1988 2001 1998 1999 1987 2006 1999 2007 1998 2001 2002 2005 2004 2003 2006 2004 2006 2003 1998/02 2004/08 2006 1988 2005 2000 Year Built 1999 1979/81 1985 2000 1995 1989 1988/03 2007 2009 1996 1985 1981/83 1990 2001 1997 2001 2002/04 1988/90/96 2009 2008 2006 1988/91 2001 78,430 37,968 61,725 61,514 67,393 76,362 68,298 87,958 76,857 67,955 78,846 90,147 180,588 58,165 80,985 57,230 67,833 75,710 94,395 70,043 49,577 67,534 83,375 81,554 79,705 64,970 66,010 77,525 82,483 67,275 75,495 159,799 86,924 94,015 49,079 56,075 66,795 27 Rentable Square Feet 69,232 53,660 65,380 50,261 46,500 66,960 151,620 76,695 80,130 48,100 65,850 80,021 40,650 81,454 76,150 59,580 63,184 101,530 76,581 75,295 67,275 49,276 47,400 76.5 % 89.4 % 92.2 % 92.5 % 92.7 % 95.3 % 92.7 % 91.9 % 92.3 % 91.8 % 95.8 % 93.6 % 94.3 % 91.2 % 92.3 % 92.5 % 95.2 % 91.6 % 96.1 % 94.7 % 94.8 % 90.1 % 93.3 % 91.2 % 92.1 % 91.7 % 92.8 % 93.0 % 93.0 % 93.5 % 89.4 % 92.7 % 92.6 % 96.5 % 95.9 % 93.4 % 94.0 % 1,052 612 757 576 721 642 592 845 892 614 757 811 1,778 495 837 520 816 1,180 904 694 862 592 841 868 717 663 683 717 713 536 702 1,278 757 780 487 616 611 Y N Y Y N N N Y Y Y Y N N Y Y Y Y N N Y N Y Y Y N N N N N Y N Y Y Y Y N Y 97.5 % 70.5 % 61.7 % 88.6 % 100.0 % 84.0 % 6.6 % 46.6 % 90.7 % 71.3 % 53.0 % 79.6 % 27.4 % 53.7 % 73.8 % 55.0 % 45.5 % 96.8 % 99.6 % 54.7 % 100.0 % 84.2 % 62.8 % 89.3 % 100.0 % 100.0 % 100.0 % 100.0 % 79.9 % 71.2 % 79.4 % 72.2 % 85.3 % 42.6 % 82.6 % 69.9 % 44.0 % Occupancy (2) 95.9 % 95.5 % 91.4 % 90.0 % 91.7 % 94.4 % 91.8 % 97.0 % 92.7 % 92.0 % 91.9 % 91.1 % 95.1 % 95.5 % 92.5 % 94.0 % 95.8 % 90.6 % 92.0 % 90.5 % 91.8 % 93.2 % 91.6 % Manager Apartment (3) Y Y Y Y Y Y N N N Y Y Y Y N Y N N Y N N Y Y Y Cubes 537 370 446 465 557 569 1,513 928 746 320 648 803 440 607 631 651 586 826 645 644 579 443 426 % Climate Controlled (4) 29.3 % 27.7 % 57.5 % 66.4 % 68.9 % 18.9 % 91.1 % 99.7 % 96.8 % 48.4 % 55.8 % 48.7 % 64.0 % 59.4 % 22.6 % 52.5 % 81.6 % 21.9 % 68.3 % 91.5 % 35.3 % 3.6 % 52.3 % Palm Coast II, FL Palm Harbor, FL Pembroke Pines, FL Royal Palm Beach II, FL Sanford I, FL Sanford II, FL Sarasota, FL St. Augustine, FL St. Petersburg, FL Stuart, FL SW Ranches, FL Tampa I, FL Tampa II, FL West Palm Beach I, FL West Palm Beach II, FL West Palm Beach III, FL West Palm Beach IV, FL Winter Park, FL Alpharetta, GA Atlanta, GA Austell, GA Decatur, GA Duluth, GA Lawrenceville, GA Lithia Springs, GA Norcross I, GA Norcross II, GA Table of Contents Store Location Norcross III, GA Norcross IV, GA Peachtree City I, GA Peachtree City II, GA Smyrna, GA Snellville, GA Suwanee I, GA Suwanee II, GA Villa Rica, GA Addison, IL Aurora, IL Bartlett, IL Bellwood, IL Blue Island, IL Bolingbrook, IL Chicago I, IL Chicago II, IL Chicago III, IL Chicago IV, IL Chicago V, IL Chicago VI, IL Countryside, IL Des Plaines, IL Downers Grove, IL Elk Grove Village, IL Evanston, IL Glenview, IL Gurnee, IL Hanover, IL Harvey, IL Joliet, IL Kildeer, IL Lombard, IL Maywood, IL 2014 2016 1997 2007 2006 2014 1999 1996 2016 1997 2007 2007 2016 2001 2004 2012 2014 2014 2001 2012 2006 1998 2011 2011 2015 2001 2011 Year Acquired / Developed (1) 2012 2012 2001 2012 2001 2007 2007 2007 2015 2004 2004 2004 2001 2015 2014 2014 2014 2014 2015 2015 2016 2014 2004 2016 2004 2013 2004 2004 2004 2004 2004 2004 2004 2015 1998/04 2001 1997 2004 1988/06 2000 1998 1985 1987 1995 2004 2001/02 1999 1997 1996 2008 2004 2005 1996 2008 2000 1986 2009 1999 2007 1997 1996 Year Built 2007 2005 1997 2005 2000 1996/97 2000/03 2005 2009 1979 1996 1987 1999 2008 2004 1935 1953 1959 2009 2008 1954/61/13 2002 1978 2015 1987 2009 1998 1987 1987 1987 1993 1988 1981 2009 28 122,490 82,685 67,321 81,274 61,810 69,755 71,142 59,725 66,050 86,756 64,990 83,913 74,790 66,906 94,353 77,440 102,892 54,356 90,501 66,625 83,655 145,440 70,885 73,740 66,750 85,420 52,595 Rentable Square Feet 46,955 57,505 49,875 59,950 57,015 79,950 85,125 79,590 65,365 31,575 73,985 51,395 86,350 55,125 80,915 95,745 78,585 84,990 60,495 51,775 71,785 99,856 69,600 71,625 64,079 57,850 100,085 80,300 41,190 60,090 72,865 36,585 57,691 60,225 94.7 % 93.4 % 93.0 % 92.7 % 89.6 % 93.3 % 91.3 % 91.0 % 94.9 % 93.5 % 93.3 % 93.0 % 96.0 % 93.6 % 92.6 % 91.9 % 92.2 % 94.7 % 89.4 % 89.8 % 90.9 % 92.1 % 91.6 % 90.0 % 94.8 % 91.4 % 91.5 % 1,189 740 692 757 441 667 538 722 846 967 649 787 702 974 835 907 948 539 666 629 672 1,308 590 606 582 603 401 N N Y N Y N Y Y N Y N N N Y Y Y N N Y N Y Y N Y N Y Y 42.9 % 73.2 % 78.1 % 90.0 % 35.7 % 62.2 % 60.6 % 26.2 % 35.0 % 60.8 % 88.8 % 34.2 % 100.0 % 52.5 % 76.6 % 90.1 % 85.3 % 58.2 % 80.1 % 100.0 % 64.2 % 2.7 % 100.0 % 27.5 % 59.9 % 66.0 % 62.0 % Occupancy (2) 90.0 % 92.1 % 88.4 % 89.0 % 92.5 % 91.1 % 92.5 % 89.4 % 87.5 % 93.5 % 98.2 % 94.7 % 89.1 % 93.9 % 92.0 % 95.1 % 93.3 % 90.4 % 91.3 % 92.2 % 83.5 % 92.6 % 90.7 % 78.2 % 90.2 % 88.9 % 94.6 % 88.4 % 93.3 % 92.2 % 93.7 % 96.3 % 95.4 % 91.5 % Manager Apartment (3) N Y N N Y Y Y N N Y Y Y Y N N N N N N N N N N N Y N Y Y Y Y Y Y Y N Cubes 500 538 453 431 502 801 692 590 499 367 558 413 736 557 728 1,086 757 1,076 613 603 715 901 578 664 621 593 738 709 417 575 532 320 536 655 % Climate Controlled (4) 100.0 % 88.7 % 76.3 % 43.0 % 99.0 % 20.6 % 27.4 % 66.2 % 61.3 % 0.0 % 8.6 % 31.8 % 50.8 % 100.0 % 77.1 % 94.5 % 85.4 % 99.7 % 100.0 % 99.8 % 100.0 % 98.7 % 0.0 % 100.0 % 7.2 % 100.0 % 100.0 % 37.3 % 2.1 % 2.8 % 93.6 % 0.0 % 26.0 % 100.0 % Mount Prospect, IL Mundelein, IL North Chicago, IL Plainfield I, IL Plainfield II, IL Schaumburg, IL Streamwood, IL Warrenville, IL Waukegan, IL West Chicago, IL Westmont, IL Wheeling I, IL Wheeling II, IL Woodridge, IL Schererville, IN Boston I, MA Table of Contents Store Location Boston II, MA Boston III, MA Brockton, MA Haverhill, MA Lawrence, MA Leominster, MA Medford, MA Stoneham, MA Tewksbury, MA Walpole, MA Baltimore, MD Beltsville, MD California, MD Capitol Heights, MD Clinton, MD District Heights, MD Elkridge, MD Gaithersburg I, MD Gaithersburg II, MD Hyattsville, MD Laurel, MD † Temple Hills I, MD Temple Hills II, MD Timonium, MD Upper Marlboro, MD Bloomington, MN Belmont, NC Burlington I, NC Burlington II, NC Cary, NC Charlotte I, NC Charlotte II, NC Cornelius, NC Pineville, NC Raleigh, NC Bordentown, NJ Brick, NJ Cherry Hill I, NJ Cherry Hill II, NJ Clifton, NJ Cranford, NJ East Hanover, NJ Egg Harbor I, NJ Egg Harbor II, NJ Elizabeth, NJ 2004 2004 2004 2004 2005 2004 2004 2005 2004 2004 2004 2004 2004 2004 2014 2010 Year Acquired / Developed (1) 2002 2014 2015 2015 2015 1998 2007 2013 2014 2016 2001 2013 2004 2015 2013 2011 2013 2005 2015 2013 2001 2001 2014 2014 2013 2016 2001 2001 2001 2001 2002 2016 2015 2015 1998 2012 1996 2010 2012 2005 1996 1996 2010 2010 2005 1979 1990 1985 1998 2000 1988 1982 1977/89 1977 1979 1979 1974 1979 1987 2005 1950 65,000 44,700 53,400 53,900 51,900 31,160 64,305 48,796 79,500 48,175 53,300 54,210 67,825 50,232 67,604 33,286 29 94.0 % 94.6 % 90.0 % 89.3 % 86.4 % 87.4 % 96.3 % 93.8 % 87.9 % 92.0 % 95.6 % 91.2 % 92.3 % 90.5 % 95.7 % 87.6 % 579 486 425 402 355 317 550 380 662 435 379 491 603 463 574 584 Y Y N N N N N N Y Y Y N Y Y Y N 10.3 % 12.3 % 0.0 % 8.7 % 32.5 % 5.3 % 7.6 % 0.0 % 8.1 % 0.0 % 0.0 % 0.0 % 9.9 % 17.0 % 40.1 % 99.8 % Year Built 2001 1960 1900/70/80 1900 1966 1987/88/00 2001 2009/11 2007 1998 1999/00 2006 1998 2013 2008/10 2007 1999 1998 2008 2006 1978/99/00 2000 2010 1965/98 2006 1978 1996/97/98 1990/91/93/94/98 1991 1993/94/97 1999 2008 2000 1997/01 1994/95 2006 1981 2004 2004 2001 1987 1983 2005 2002 1925/97 Rentable Square Feet 60,470 108,205 65,910 61,169 34,672 54,023 58,745 61,000 62,402 74,890 93,750 63,687 77,840 79,675 84,225 78,190 63,475 87,045 74,100 52,765 162,896 97,275 84,225 66,717 62,290 100,978 81,850 109,300 42,165 112,402 69,000 53,666 59,270 77,847 48,675 50,550 51,720 51,500 65,500 105,550 91,280 107,679 36,025 70,400 38,830 Occupancy (2) 89.8 % 90.5 % 80.3 % 89.2 % 90.7 % 94.5 % 92.0 % 91.6 % 93.8 % 71.4 % 93.0 % 90.1 % 91.0 % 94.9 % 92.3 % 94.0 % 90.4 % 90.3 % 92.8 % 93.7 % 92.0 % 94.2 % 93.4 % 89.8 % 96.1 % 83.5 % 93.2 % 87.3 % 88.3 % 88.8 % 87.9 % 93.1 % 82.7 % 95.8 % 90.3 % 96.1 % 94.2 % 95.3 % 91.4 % 91.3 % 93.1 % 90.7 % 94.7 % 93.5 % 91.7 % Manager Apartment (3) N N N N N Y Y N N Y Y Y Y Y Y Y Y Y Y Y N Y Y Y Y N N N Y N Y N N N Y N N Y N Y Y N N N N Cubes 628 1,102 728 609 411 507 658 589 750 695 799 648 721 945 914 957 601 789 811 602 1,013 823 1,061 662 664 1,018 592 952 395 831 746 491 526 643 425 382 433 369 613 1,004 847 970 290 692 674 % Climate Controlled (4) 98.7 % 25.1 % 0.0 % 93.0 % 100.0 % 50.7 % 97.1 % 99.8 % 100.0 % 31.1 % 48.9 % 9.7 % 41.1 % 98.7 % 51.6 % 96.1 % 91.2 % 45.1 % 98.9 % 9.3 % 64.3 % 70.7 % 99.3 % 95.2 % 21.6 % 73.9 % 21.7 % 7.8 % 16.4 % 11.4 % 44.3 % 95.7 % 43.0 % 13.2 % 11.7 % 27.1 % 0.0 % 0.0 % 94.5 % 93.0 % 7.9 % 3.4 % 14.7 % 19.7 % 0.0 % Fairview, NJ Freehold, NJ Hamilton, NJ Hoboken, NJ Linden, NJ Table of Contents Store Location Lumberton, NJ Morris Township, NJ (6) Parsippany, NJ Rahway, NJ Randolph, NJ Ridgefield, NJ Roseland, NJ Sewell, NJ Somerset, NJ Whippany, NJ Albuquerque I, NM Albuquerque II, NM Albuquerque III, NM Henderson, NV Las Vegas I, NV † Las Vegas II, NV Las Vegas III, NV Las Vegas IV, NV Las Vegas V, NV Las Vegas VI, NV Baldwin, NY Bronx I, NY Bronx II, NY (5) Bronx III, NY Bronx IV, NY (5) Bronx V, NY (5) Bronx VI, NY (5) Bronx VII, NY (5) Bronx VIII, NY Bronx IX, NY Bronx X, NY Bronx XI, NY (5)* Bronx XII, NY (5)* Brooklyn I, NY Brooklyn II, NY Brooklyn III, NY Brooklyn IV, NY Brooklyn V, NY Brooklyn VI, NY Brooklyn VII, NY Brooklyn VIII, NY Brooklyn IX, NY Brooklyn X, NY * Brooklyn XI, NY * Holbrook, NY Jamaica I, NY Jamaica II, NY Long Island City, NY * New Rochelle I, NY New Rochelle II, NY Table of Contents 1997 2012 2006 2005 1996 1989 2002 1990 1945/97 1983 27,876 81,420 70,550 34,180 100,425 92.0 % 96.1 % 93.6 % 93.6 % 91.9 % 448 747 615 741 1,118 N Y Y N N 98.4 % 65.7 % 0.0 % 99.5 % 5.3 % Year Acquired / Developed (1) 2012 1997 1997 2013 2002 2015 2015 2001 2012 2013 2005 2005 2005 2014 2006 2006 2016 2016 2016 2016 2015 2010 2011 2011 2011 2011 2011 2012 2012 2012 2012 2014 2016 2010 2010 2011 2011 2011 2011 2011 2014 2014 2015 2016 2015 2001 2011 2014 2005 2012 Year Built 2004 1972 1981 2006 1998/99 1921/44 1951/04 1984/98 2000 2007 1985 1985 1986 2005 1986 1997 2005 2004 1996 2003 1974 1931/04 2006 2007 2007 2007 2011 2005 1928 1973 2001 2014 2016 1917/04 1962/03 2006 2006 2007 2007 2006 2010 2013 2015 2016 2007 2000 2010 2014 1998 1917 30 31 Rentable Square Feet 96,025 72,226 84,355 83,121 52,565 67,803 53,569 57,826 57,385 92,070 65,927 58,798 57,536 75,150 48,532 48,850 74,200 71,217 107,226 94,482 61,380 69,183 99,046 105,940 75,030 54,733 45,970 78,625 30,550 148,040 159,855 46,457 90,300 57,510 60,920 41,625 37,467 47,020 75,640 72,725 61,555 46,980 56,000 109,846 60,397 88,385 92,805 88,825 43,587 63,220 Occupancy (2) 90.4 % 93.1 % 66.3 % 94.3 % 91.2 % 94.9 % 93.2 % 95.7 % 92.7 % 94.7 % 92.4 % 93.7 % 94.6 % 95.9 % 94.8 % 93.4 % 87.3 % 87.4 % 95.1 % 90.3 % 92.4 % 87.2 % 60.3 % 89.6 % 87.9 % 90.5 % 89.1 % 89.3 % 86.8 % 87.6 % 86.4 % 89.4 % 19.7 % 91.0 % 93.5 % 93.2 % 89.8 % 92.0 % 88.0 % 89.1 % 90.3 % 91.8 % 40.5 % 28.7 % 93.6 % 93.4 % 93.2 % 58.5 % 91.0 % 90.3 % Manager Apartment (3) Y Y N Y Y Y N N N Y Y Y Y Y Y Y Y Y Y N N N N N N N N N N Y Y N N N N N N N N N N N N N N Y N N N Y Cubes 772 560 770 983 549 684 658 461 508 938 601 527 520 529 370 531 579 566 909 638 613 1,318 1,881 2,033 1,310 1,100 1,130 1,524 544 3,008 2,665 1,085 1,847 1,055 1,146 850 793 884 1,416 1,398 1,203 1,254 1,210 2,293 620 918 1,500 1,950 545 1,026 % Climate Controlled (4) 32.4 % 5.7 % 49.5 % 92.1 % 91.1 % 99.9 % 98.5 % 9.3 % 83.1 % 85.9 % 13.8 % 15.1 % 11.1 % 75.5 % 13.4 % 66.2 % 92.9 % 68.0 % 84.6 % 73.5 % 99.3 % 97.4 % 99.5 % 99.1 % 99.2 % 99.5 % 94.3 % 100.0 % 100.0 % 99.6 % 74.7 % 98.7 % 100.0 % 99.8 % 18.8 % 99.9 % 99.9 % 100.0 % 97.6 % 99.9 % 92.0 % 99.9 % 100.0 % 100.0 % 82.0 % 21.3 % 99.9 % 100.0 % 47.2 % 93.9 % Store Location North Babylon, NY Patchogue, NY Queens I, NY * Queens II, NY * Riverhead, NY Southold, NY Staten Island, NY Tuckahoe, NY West Hempstead, NY White Plains, NY Woodhaven, NY Wyckoff, NY Yorktown, NY Cleveland I, OH Cleveland II, OH Columbus I, OH Columbus II, OH Columbus III, OH Columbus IV, OH Columbus V, OH Columbus VI, OH Grove City, OH Hilliard, OH Lakewood, OH Lewis Center, OH Middleburg Heights, OH North Olmsted I, OH North Olmsted II, OH North Randall, OH Reynoldsburg, OH Strongsville, OH Warrensville Heights, OH Westlake, OH Conshohocken, PA Exton, PA Langhorne, PA Levittown, PA Malvern, PA * Montgomeryville, PA Norristown, PA Philadelphia I, PA Philadelphia II, PA Exeter, RI Johnston, RI Wakefield, RI Woonsocket, RI Antioch, TN Nashville I, TN Nashville II, TN Nashville III, TN Table of Contents Store Location Nashville IV, TN Nashville V, TN Nashville VI, TN Allen, TX Austin I, TX Austin II, TX Austin III, TX Year Acquired / Developed (1) 1998 2014 2015 2016 2005 2005 2013 2011 2012 2011 2011 2010 2011 2005 2005 2006 2014 2014 2014 2014 2014 2006 2006 1989 2014 1980 1979 1988 1998 2006 2007 1980 2005 2012 2012 2012 2001 2014 2012 2011 2001 2014 2014 2014 2014 2014 2005 2005 2005 2006 Year Acquired / Developed (1) 2006 2015 2015 2012 2005 2006 2006 Year Built 1988/99 1982 2015 2016 1985/86/99 1989 1900/11 2007 2002 1938 2008 1910/07 2006 1997/99 2000 1999 1999 1998/05 2006 2006 2002 1997 1995 1989 1985/05 1980 1979 1988 1998/02 1979 1978 1980/82/98 2001 2003 2006 2001 2000 2014 2003 2005 1999 2005 1968/90 2000 1956 2004 1985/98 1984 1986/00 1985 Year Built 1986/00 1993 1956/01 2003 2001 2000/03 2004 Rentable Square Feet 78,341 47,649 74,238 91,100 38,340 59,645 96,573 50,878 83,995 85,864 50,665 60,290 78,815 46,000 58,325 71,905 36,409 51,200 60,950 74,925 63,725 89,290 89,290 39,332 77,774 93,200 48,665 47,850 80,297 67,245 43,683 90,281 62,750 81,255 57,750 65,150 76,130 18,848 84,145 61,556 96,176 68,279 41,275 77,275 45,745 72,700 75,985 107,790 83,416 101,525 32 Occupancy (2) 96.3 % 94.1 % 43.6 % 50.5 % 90.7 % 89.2 % 97.1 % 88.8 % 95.8 % 91.2 % 92.8 % 89.4 % 93.4 % 90.2 % 88.7 % 84.3 % 79.6 % 88.4 % 92.2 % 90.1 % 88.6 % 89.9 % 94.1 % 94.3 % 92.5 % 91.7 % 87.1 % 91.1 % 92.4 % 93.8 % 91.9 % 86.6 % 91.9 % 86.8 % 86.7 % 87.5 % 91.0 % 93.1 % 88.7 % 95.0 % 89.1 % 88.2 % 90.2 % 94.6 % 88.6 % 93.1 % 88.0 % 88.7 % 92.2 % 82.5 % Manager Apartment (3) N N N N N N N N Y N N N Y Y Y Y N N N N N Y Y Y N Y Y Y N Y N Y Y Y N Y Y N Y N N N Y N N N Y Y Y Y Cubes 650 467 1,438 1,449 327 614 914 757 899 1,507 1,029 1,037 777 342 574 603 354 405 479 583 547 789 781 462 567 708 444 401 809 667 404 716 454 730 542 668 652 229 782 608 951 861 412 578 387 594 635 736 631 600 % Climate Controlled (4) 11.7 % 0.0 % 99.4 % 97.9 % 0.0 % 4.7 % 100.0 % 99.9 % 35.3 % 77.9 % 99.9 % 96.2 % 79.1 % 7.3 % 0.0 % 26.1 % 48.9 % 0.0 % 20.8 % 16.6 % 0.0 % 14.9 % 24.8 % 37.3 % 32.0 % 4.9 % 10.5 % 23.8 % 91.5 % 0.0 % 100.0 % 0.0 % 8.6 % 39.1 % 96.1 % 58.8 % 34.9 % 98.7 % 50.8 % 99.8 % 44.9 % 58.3 % 22.0 % 0.0 % 39.1 % 11.4 % 9.4 % 0.0 % 12.5 % 8.3 % Rentable Square Feet 102,450 74,560 72,486 62,710 59,645 64,625 70,560 Occupancy (2) 88.8 % 91.7 % 66.2 % 91.9 % 91.2 % 84.3 % 87.3 % Manager Apartment (3) Y N Y Y Y Y Y Cubes 731 534 549 496 538 597 572 % Climate Controlled (4) 10.1 % 22.8 % 37.6 % 57.6 % 63.1 % 45.4 % 92.9 % Austin IV, TX Austin V, TX Austin VI, TX Austin VII, TX Austin VIII, TX Bryan, TX Carrollton, TX Cedar Park, TX College Station, TX Cypress, TX Dallas I, TX Dallas II, TX Dallas III, TX Dallas IV, TX * Dallas V, TX (5) Denton, TX Fort Worth I, TX Fort Worth II, TX Fort Worth III, TX Fort Worth IV, TX * Frisco I, TX Frisco II, TX Frisco III, TX Frisco IV, TX † Frisco V, TX Frisco VI, TX Garland I, TX Garland II, TX Grapevine, TX * Houston III, TX Houston IV, TX Houston V, TX † Houston VI, TX Houston VII, TX Houston VIII, TX Houston IX, TX Humble, TX Katy, TX Keller, TX Lewisville I, TX Lewisville II, TX Lewisville III, TX Little Elm I, TX Table of Contents 2014 2014 2014 2015 2016 2005 2012 2016 2005 2012 2005 2013 2014 2015 2015 2006 2005 2006 2015 2016 2005 2005 2006 2010 2014 2014 2006 2006 2016 2005 2005 2006 2011 2012 2012 2012 2015 2013 2006 2006 2013 2016 2016 2004 1999 2004 2003/08 2015 1994 2002 2014 1993 1998 2000 1996 1964/76 2015 2013 1996 2000 2003 2000 2016 1996 1998/02 2004 2007 2002 2004 1991 2004 2016 1984 1987 1980/97 2002 2004 1989 1992 2009/13 2009 2000 1996 2003 2002/04 2003 65,358 67,850 62,770 71,023 61,075 60,400 77,420 89,050 26,550 58,181 58,582 79,023 83,229 114,550 54,473 60,846 50,446 72,900 80,445 77,654 50,854 71,399 74,765 76,000 74,415 69,176 70,100 68,425 77,294 61,590 43,750 125,280 54,690 46,991 54,219 51,208 70,702 71,308 61,885 67,340 127,659 101,872 60,065 33 90.4 % 90.6 % 93.2 % 89.6 % 42.8 % 65.8 % 87.7 % 48.6 % 85.5 % 90.2 % 90.9 % 88.3 % 93.1 % 56.9 % 93.5 % 92.2 % 96.0 % 94.9 % 90.2 % 23.8 % 90.0 % 89.7 % 92.5 % 89.4 % 92.0 % 87.5 % 89.9 % 91.5 % 26.7 % 93.1 % 87.1 % 88.7 % 93.3 % 87.8 % 90.7 % 81.9 % 82.9 % 90.1 % 91.2 % 91.9 % 89.4 % 93.0 % 91.4 % 626 614 753 637 586 495 544 521 346 445 532 601 889 1,225 598 457 405 651 675 927 428 523 625 514 554 540 681 469 829 467 380 1,017 595 524 497 434 557 573 489 429 1,186 639 502 N Y Y Y Y Y Y N N Y Y Y Y N N Y Y Y N N Y Y Y Y Y Y Y Y N Y Y Y Y N N Y Y Y Y Y Y Y Y 18.8 % 34.9 % 55.1 % 38.8 % 98.8 % 0.0 % 40.5 % 27.9 % 0.0 % 45.9 % 37.8 % 27.7 % 91.2 % 93.4 % 99.6 % 3.3 % 38.6 % 68.3 % 76.7 % 94.7 % 25.6 % 28.4 % 92.5 % 21.3 % 59.7 % 54.4 % 4.3 % 53.9 % 100.0 % 9.0 % 10.2 % 60.9 % 98.7 % 100.0 % 78.0 % 47.9 % 42.2 % 88.5 % 23.0 % 21.6 % 30.6 % 39.5 % 47.6 % Store Location Little Elm II, TX Mansfield I, TX Mansfield II, TX Mansfield III, TX McKinney I, TX McKinney II, TX McKinney III, TX North Richland Hills, TX Pearland, TX Richmond, TX Roanoke, TX San Antonio I, TX San Antonio II, TX San Antonio III, TX San Antonio IV, TX Spring, TX Murray I, UT Murray II, UT † Year Acquired / Developed (1) 2016 2006 2012 2016 2005 2006 2014 2005 2012 2013 2005 2005 2006 2007 2016 2006 2005 2005 Year Built 2007/14 2003 2002 2002/14 1996 1996 2014 2002 1985 1998 1996/01 2005 2005 2006 1998 1980/86 1976 1978 Rentable Square Feet 96,896 63,025 58,025 70,995 47,020 70,050 53,148 57,200 72,050 102,278 59,860 73,509 73,230 71,775 61,500 72,751 60,280 71,621 Occupancy (2) 86.3 % 92.3 % 87.8 % 80.8 % 89.6 % 92.8 % 86.8 % 84.9 % 87.1 % 93.5 % 94.6 % 90.9 % 88.6 % 88.4 % 94.4 % 88.5 % 94.2 % 96.8 % Manager Apartment (3) Y Y Y Y Y Y Y Y Y Y Y Y N N Y Y Y Y Cubes 636 483 483 514 356 538 393 433 471 539 449 572 668 573 514 534 632 378 % Climate Controlled (4) 37.8 % 43.1 % 68.0 % 38.2 % 12.0 % 47.4 % 37.7 % 60.5 % 45.5 % 29.9 % 30.6 % 89.4 % 91.5 % 92.9 % 39.0 % 26.7 % 0.0 % 5.3 % Salt Lake City I, UT Salt Lake City II, UT Alexandria, VA Arlington, VA * Burke Lake, VA Fairfax, VA Fredericksburg I, VA Fredericksburg II, VA Leesburg, VA Manassas, VA McLearen, VA Vienna, VA Total/Weighted Average (475 stores) 2005 2005 2012 2015 2011 2012 2005 2005 2011 2010 2010 2012 1976 1978 2000 2015 2003 1999 2001/04 1998/01 2001/04 1998 2002 2000 56,446 51,676 114,100 96,144 91,667 73,265 69,475 61,057 85,503 72,745 68,960 55,064 95.8 % 93.3 % 92.1 % 66.3 % 91.4 % 90.7 % 89.9 % 88.9 % 85.7 % 88.9 % 88.7 % 95.9 % 753 498 1,151 1,149 908 676 610 563 890 638 729 559 Y Y Y N Y N N N Y Y Y Y 32,858,399 89.7 % 324,499 0.0 % 0.0 % 97.2 % 96.9 % 81.6 % 88.3 % 22.1 % 87.1 % 83.9 % 64.7 % 90.8 % 97.1 % * 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. Table of Contents 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 Year Acquired (1) 2013 and earlier 2014 2015 2016 All Stores Owned as of December 31, 2016 Stores by Year Acquired - Annual Rent Per Occupied Square Foot (2) Year Acquired (1) 2013 and earlier 2014 2015 2016 All Stores Owned as of December 31, 2016 Stores by Year Acquired - Average Occupied Square Feet (3) # of Stores Rentable Square Feet Average Occupancy 2015 2014 2016 358 55 32 30 475 24,235,264 3,967,203 2,268,396 2,387,536 32,858,399 92.7 % 92.0 % 82.8 % 67.8 % 90.7 % 92.2 % 88.8 % 77.2 % — 91.3 % 90.7 % 85.6 % — — 90.4 % # of Stores 2016 Rent per Square Foot 2015 2014 358 $ 55 32 30 475 $ 16.32 $ 16.08 14.94 15.24 16.14 $ 15.42 $ 14.93 14.84 — 15.34 $ 14.62 14.61 — — 14.62 Year Acquired (1) # of Stores Average Occupied Square Feet 2015 2014 2016 2013 and earlier 2014 2015 2016 All Stores Owned as of December 31, 2016 358 55 32 30 475 22,449,843 3,649,767 1,873,761 1,692,377 29,665,748 22,314,883 3,506,012 1,694,756 — 27,515,651 21,902,608 3,269,341 — — 25,171,949 Stores by Year Acquired - Total Revenues (dollars in thousands) Year Acquired (1) 2013 and earlier 2014 2015 2016 All Stores Owned as of December 31, 2016 # of Stores 2016 Total Revenues 2015 2014 358 $ 55 32 30 475 $ 388,756 $ 62,404 29,660 16,005 496,825 $ 365,039 $ 55,542 9,636 — 430,217 $ 339,894 21,611 — — 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. Table of Contents Unconsolidated Real Estate Ventures 35 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. Table of Contents 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) $ — 113 (2) $ 3,100,000 (3) $ 164 (2) $ $ 3,100,277 — 25.14 25.00 25.45 25.00 N/A N/A 3,100,000 N/A N/A 3,000,000 3,000,000 — 3,000,000 3,000,000 October 1 - October 31 November 1 - November 30 December 1 - December 31 Total (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: 2015 First quarter Second quarter Third quarter Fourth quarter 2016 First quarter Second quarter Third quarter Fourth quarter Table of Contents High Low Cash Dividends Declared per Share 25.43 24.62 27.21 31.42 33.30 33.28 32.07 26.96 $ $ $ $ $ $ $ $ 22.31 22.74 23.81 26.99 27.70 29.18 26.43 23.88 $ $ $ $ $ $ $ $ 0.16 0.16 0.16 0.21 0.21 0.21 0.21 0.27 $ $ $ $ $ $ $ $ 37 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. Table of Contents Share Performance Graph 38 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 CubeSmart S&P 500 Russell 2000 NAREIT All Equity REIT Index 12/31/2011 100.00 100.00 100.00 100.00 12/31/2012 141.81 116.00 116.35 119.70 12/31/2013 159.55 153.57 161.52 123.12 12/31/2014 227.42 174.60 169.43 157.63 12/31/2015 323.91 177.01 161.95 162.08 12/31/2016 292.04 198.18 196.45 176.07 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 Table of Contents 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. REVENUES Rental income Other property related income Property management fee income Total revenues OPERATING EXPENSES Property operating expenses Depreciation and amortization General and administrative Acquisition related costs Total operating expenses OPERATING INCOME OTHER (EXPENSE) INCOME Interest: Interest expense on loans Loan procurement amortization expense Loan procurement amortization expense - early repayment of debt Equity in losses of real estate ventures Gain from remeasurement of investment in real estate venture Gains from sale of real estate, net Other Total other expense INCOME (LOSS) FROM CONTINUING OPERATIONS DISCONTINUED OPERATIONS Income from discontinued operations Gain from disposition of discontinued operations Total discontinued operations NET INCOME NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS Noncontrolling interests in the Operating Partnership Noncontrolling interest in subsidiaries NET INCOME ATTRIBUTABLE TO THE COMPANY $ $ 2016 449,601 50,255 10,183 510,039 165,847 161,865 32,823 6,552 367,087 142,952 (50,399 ) (2,577 ) — (2,662 ) — — 1,062 (54,576 ) 88,376 — — — 88,376 (941 ) 470 87,905 For the year ended December 31, 2013 2014 2015 (in thousands, except per share data) $ $ 392,476 45,189 6,856 444,521 153,172 151,789 28,371 3,301 336,633 107,888 (43,736 ) (2,324 ) — (411 ) — 17,567 (228 ) (29,132 ) 78,756 — — — 78,756 (960 ) (84 ) 77,712 330,898 40,065 6,000 376,963 132,701 126,813 28,422 7,484 295,420 81,543 (46,802 ) (2,190 ) — (6,255 ) — 475 (405 ) (55,177 ) 26,366 336 — 336 26,702 (307 ) (16 ) 26,379 281,250 32,365 4,780 318,395 118,222 112,313 29,563 3,849 263,947 54,448 (40,424 ) (2,058 ) (414 ) (1,151 ) — — 8 (44,039 ) 10,409 4,145 27,440 31,585 41,994 (588 ) 42 41,448 $ 2012 236,160 25,821 4,341 266,322 103,488 109,830 26,131 3,086 242,535 23,787 (40,318 ) (3,279 ) — (745 ) 7,023 — 256 (37,063 ) (13,276 ) 7,093 9,811 16,904 3,628 107 (1,918 ) 1,817 Distribution to preferred shareholders Preferred share redemption charge NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS Basic earnings (loss) per share from continuing operations attributable to common shareholders Basic earnings per share from discontinued operations attributable to common shareholders Basic earnings (loss) per share attributable to common shareholders Diluted earnings (loss) per share from continuing operations attributable to common shareholders Diluted earnings per share from discontinued operations attributable to common shareholders Diluted earnings (loss) per share attributable to common shareholders Weighted-average basic shares outstanding (1) Weighted-average diluted shares outstanding (1) AMOUNTS ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS: Income (loss) from continuing operations Total discontinued operations Net income (loss) (5,045 ) (2,937 ) (6,008 ) — (6,008 ) — (6,008 ) — 79,923 $ 71,704 $ 20,371 $ 35,440 $ 0.45 — 0.45 0.45 — 0.45 $ $ $ $ $ $ 0.43 — 0.43 0.42 — 0.42 $ $ $ $ $ $ 0.13 0.01 0.14 0.13 0.01 0.14 $ $ $ $ $ $ 0.03 0.23 0.26 0.03 0.23 0.26 $ $ $ $ $ $ (6,008 ) — (4,191 ) (0.17 ) 0.14 (0.03 ) (0.17 ) 0.14 (0.03 ) 178,246 179,533 168,640 170,191 149,107 150,863 135,191 137,742 124,548 124,548 79,923 — 79,923 $ $ 71,704 — 71,704 $ $ 20,040 331 20,371 $ $ 4,392 31,048 35,440 $ $ (20,689 ) 16,498 (4,191 ) $ $ $ $ $ $ $ $ $ 40 Table of Contents Balance Sheet Data (in thousands): Storage properties, net Total assets Unsecured senior notes, net Revolving credit facility Unsecured term loans, net Mortgage loans and notes payable, net Total liabilities Noncontrolling interests in the Operating Partnership Total CubeSmart shareholders’ equity Noncontrolling interests in subsidiaries Total liabilities and equity Other Data: Number of stores Total rentable square feet (in thousands) Occupancy percentage Cash dividends declared per common share (2) 2016 2015 At December 31, 2014 2013 2012 $ $ $ $ 3,326,816 3,475,028 1,039,076 43,300 398,749 114,618 1,759,384 54,407 1,655,382 5,855 3,475,028 2,872,983 3,104,164 741,904 — 398,183 111,455 1,393,183 66,128 1,643,327 1,526 3,104,164 2,625,129 2,776,906 493,957 78,000 397,617 194,844 1,277,465 49,823 1,448,026 1,592 2,776,906 2,155,170 2,347,819 493,283 38,600 397,261 198,869 1,218,337 36,275 1,092,276 931 2,347,819 $ 2,089,707 2,143,323 247,614 45,000 497,160 226,989 1,105,424 47,990 989,791 118 2,143,323 475 32,858 89.7 % 0.90 $ 445 30,361 90.2 % 0.69 $ 421 28,622 89.1 % 0.55 $ 366 24,662 88.3 % 0.46 $ 381 25,485 84.4 % 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. Table of Contents 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. REVENUES Rental income Other property related income Property management fee income Total revenues OPERATING EXPENSES Property operating expenses Depreciation and amortization General and administrative Acquisition related costs Total operating expenses OPERATING INCOME OTHER (EXPENSE) INCOME Interest: Interest expense on loans Loan procurement amortization expense Loan procurement amortization expense - early repayment of debt Equity in losses of real estate ventures Gain from remeasurement of investment in real estate venture Gains from sale of real estate, net Other Total other expense INCOME (LOSS) FROM CONTINUING OPERATIONS DISCONTINUED OPERATIONS Income from discontinued operations Gain from disposition of discontinued operations Total discontinued operations NET INCOME NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS Noncontrolling interest in subsidiaries NET INCOME ATTRIBUTABLE TO CUBESMART L.P. Operating Partnership interests of third parties NET INCOME ATTRIBUTABLE TO OPERATING PARTNER Distribution to preferred unitholders Preferred unit redemption charge NET INCOME (LOSS) ATTRIBUTABLE TO COMMON UNITHOLDERS Basic earnings (loss) per unit from continuing operations attributable to common unitholders Basic earnings per unit from discontinued operations attributable to common unitholders Basic earnings (loss) per unit attributable to common unitholders Diluted earnings (loss) per unit from continuing operations attributable to common unitholders Diluted earnings per unit from discontinued operations attributable to common unitholders Diluted earnings (loss) per unit attributable to common unitholders 2016 For the year ended December 31, 2015 2013 2014 (in thousands, except per unit data) 2012 $ 449,601 $ 50,255 10,183 510,039 392,476 $ 45,189 6,856 444,521 330,898 $ 40,065 6,000 376,963 281,250 $ 32,365 4,780 318,395 165,847 161,865 32,823 6,552 367,087 142,952 (50,399 ) (2,577 ) — (2,662 ) — — 1,062 (54,576 ) 88,376 — — — 88,376 470 88,846 (941 ) 87,905 (5,045 ) (2,937 ) 153,172 151,789 28,371 3,301 336,633 107,888 (43,736 ) (2,324 ) — (411 ) — 17,567 (228 ) (29,132 ) 78,756 — — — 78,756 (84 ) 78,672 (960 ) 77,712 (6,008 ) — 132,701 126,813 28,422 7,484 295,420 81,543 (46,802 ) (2,190 ) — (6,255 ) — 475 (405 ) (55,177 ) 26,366 336 — 336 26,702 (16 ) 26,686 (307 ) 26,379 (6,008 ) — 118,222 112,313 29,563 3,849 263,947 54,448 (40,424 ) (2,058 ) (414 ) (1,151 ) — — 8 (44,039 ) 10,409 4,145 27,440 31,585 41,994 42 42,036 (588 ) 41,448 (6,008 ) — $ $ $ $ $ $ $ 79,923 $ 71,704 $ 20,371 $ 35,440 $ 0.45 $ — $ 0.45 $ 0.45 $ — $ 0.45 $ 0.43 $ — $ 0.43 $ 0.42 $ — $ 0.42 $ 0.13 $ 0.01 $ 0.14 $ 0.13 $ 0.01 $ 0.14 $ 0.03 $ 0.23 $ 0.26 $ 0.03 $ 0.23 $ 0.26 $ 236,160 25,821 4,341 266,322 103,488 109,830 26,131 3,086 242,535 23,787 (40,318 ) (3,279 ) — (745 ) 7,023 — 256 (37,063 ) (13,276 ) 7,093 9,811 16,904 3,628 (1,918 ) 1,710 107 1,817 (6,008 ) — (4,191 ) (0.17 ) 0.14 (0.03 ) (0.17 ) 0.14 (0.03 ) Weighted-average basic units outstanding (1) Weighted-average diluted units outstanding (1) 178,246 179,533 168,640 170,191 149,107 150,863 135,191 137,742 124,548 124,548 AMOUNTS ATTRIBUTABLE TO COMMON UNITHOLDERS: Income (loss) from continuing operations Total discontinued operations Net income (loss) 79,923 $ — 79,923 $ 71,704 $ — 71,704 $ 20,040 $ 331 20,371 $ 4,392 $ 31,048 35,440 $ (20,689 ) 16,498 (4,191 ) $ $ 42 Table of Contents Balance Sheet Data (in thousands): Storage properties, net Total assets Unsecured senior notes, net Revolving credit facility Unsecured term loans, net Mortgage loans and notes payable, net Total liabilities Operating Partnership interests of third parties Total CubeSmart L.P. Capital Noncontrolling interests in subsidiaries Total liabilities and capital Other Data: Number of stores Total rentable square feet (in thousands) Occupancy percentage Cash dividends declared per common unit (2) 2016 2015 At December 31, 2014 2013 2012 $ 3,326,816 $ 3,475,028 1,039,076 43,300 398,749 114,618 1,759,384 54,407 1,655,382 5,855 3,475,028 2,872,983 3,104,164 741,904 — 398,183 111,455 1,393,183 66,128 1,643,327 1,526 3,104,164 $ $ 2,625,129 2,776,906 493,957 78,000 397,617 194,844 1,277,465 49,823 1,448,026 1,592 2,776,906 2,155,170 2,347,819 493,283 38,600 397,261 198,869 1,218,337 36,275 1,092,276 931 2,347,819 2,089,707 2,143,323 247,614 45,000 497,160 226,989 1,105,424 47,990 989,791 118 2,143,323 475 32,858 89.7 % 0.90 $ 445 30,361 90.2 % 0.69 $ 421 28,622 89.1 % 0.55 $ 366 24,662 88.3 % 0.46 $ 381 25,485 84.4 % 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. Table of Contents 43 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 Table of Contents 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 Table of Contents 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. Table of Contents 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 Table of Contents 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. 48 Table of Contents The following table summarizes the change in number of owned stores from January 1, 2014 through December 31, 2016: Balance - January 1 Stores acquired Stores developed Balance - March 31 Stores acquired Stores developed 2016 2015 2014 445 10 1 456 7 1 421 7 — 428 4 1 366 10 2 378 9 — Balance - June 30 Stores acquired Balance - September 30 Stores acquired Stores developed Stores sold Balance - December 31 464 7 471 4 — — 475 433 5 438 13 2 (8 ) 445 387 3 390 31 — — 421 Comparison of the Year Ended December 31, 2016 to the Year Ended December 31, 2015 (dollars in thousands) Same-Store Property Portfolio Non Same-Store Properties Other/ Eliminations % Change Increase/ (Decrease) 27,090 $ 1,978 — 29,068 2016 7.2 % $ 47,362 5,091 4.9 % — 0.0 % 52,453 7.0 % 2015 $ 17,327 2,039 — 19,366 2016 $ — 2,992 10,183 13,175 2015 $ — 2,956 6,856 9,812 (385 ) 29,453 (0.3 )% 10.2 % 18,545 (5,370 ) 17,753 (7,941 ) 20,478 31,975 68 5,030 78.3 % 8,210 11,156 38 2,533 75.4 % REVENUES: Rental income Other property related income Property management fee income Total revenues OPERATING EXPENSES: Property operating expenses NET OPERATING INCOME (LOSS): Store count Total square footage Period End Occupancy (1) Period Average Occupancy (2) Realized annual rent per occupied sq. ft. (3) 2016 $ 402,239 42,172 — 444,411 2015 $ 375,149 40,194 — 415,343 126,824 317,587 407 27,828 91.8 % 92.9 % $ 15.56 127,209 288,134 407 27,828 91.6 % 92.1 % $ 14.63 Subtotal Depreciation and amortization General and administrative Acquisition related costs OPERATING INCOME OTHER (EXPENSE) INCOME Interest: Interest expense on loans Loan procurement amortization expense Equity in losses of real estate ventures Gains from sale of real estate, net Other Total other expense NET INCOME NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS Noncontrolling interests in the Operating Partnership Noncontrolling interests in subsidiaries NET INCOME ATTRIBUTABLE TO THE COMPANY Distribution to preferred shareholders Preferred share redemption charge COMMON SHAREHOLDERS NET INCOME ATTRIBUTABLE TO THE COMPANY’S (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. 49 Table of Contents Revenues Total Portfolio Increase/ % (Decrease) Change 2015 2016 $ 449,601 $ 392,476 $ 50,255 10,183 510,039 45,189 6,856 444,521 165,847 344,192 475 32,858 89.7 % 153,172 291,349 445 30,361 90.2 % 161,865 32,823 6,552 201,240 142,952 151,789 28,371 3,301 183,461 107,888 (50,399 ) (2,577 ) (2,662 ) — 1,062 (54,576 ) 88,376 (43,736 ) (2,324 ) (411 ) 17,567 (228 ) (29,132 ) 78,756 (960 ) (84 ) $ 87,905 $ 77,712 $ (6,008 ) — (941 ) 470 (5,045 ) (2,937 ) $ 79,923 $ 71,704 $ 57,125 5,066 3,327 65,518 12,675 52,843 14.6 % 11.2 % 48.5 % 14.7 % 8.3 % 18.1 % 10,076 4,452 3,251 17,779 35,064 (6,663 ) (253 ) (2,251 ) (17,567 ) 1,290 (25,444 ) 9,620 19 554 10,193 963 (2,937 ) 8,219 6.6 % 15.7 % 98.5 % 9.7 % 32.5 % (15.2 )% (10.9 )% (547.7 )% (100.0 )% 565.8 % (87.3 )% 12.2 % 2.0 % 659.5 % 13.1 % 16.0 % (100.0 ) % 11.5 % 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. Table of Contents Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014 (dollars in thousands) 50 REVENUES: Rental income Other property related income Property management fee income Total revenues OPERATING EXPENSES: Property operating expenses NET OPERATING INCOME (LOSS): Store count Total square footage Period End Occupancy (1) Period Average Occupancy (2) Realized annual rent per occupied sq. ft. (3) Subtotal Depreciation and amortization General and administrative Acquisition related costs OPERATING INCOME OTHER (EXPENSE) INCOME Interest: Interest expense on loans Loan procurement amortization expense Equity in losses of real estate ventures Gains from sale of real estate, net Other Total other expense INCOME FROM CONTINUING OPERATIONS DISCONTINUED OPERATIONS Income from discontinued operations Total discontinued operations NET INCOME NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS Noncontrolling interests in the Operating Partnership Noncontrolling interests in subsidiaries Same-Store Property Portfolio 2015 2014 $ 324,314 $ 301,833 $ 34,990 — 359,304 33,089 — 334,922 Increase/ (Decrease) 22,481 1,901 — 24,382 % Change Non Same-Store Properties 2015 2014 Other/ Eliminations 2015 2014 2015 Total Portfolio 2014 Increase/ (Decrease) Change % 7.4 % $ 68,162 $ 29,065 $ 7,243 5.7 % 0.0 % — 7.3 % 75,405 4,120 — 33,185 — $ 2,956 6,856 9,812 — $ 392,476 $ 330,898 $ 2,856 6,000 8,856 45,189 6,856 444,521 40,065 6,000 376,963 108,399 250,905 353 23,808 91.7 % 92.3 % 14.76 $ 105,945 228,977 353 23,808 90.1 % 90.8 % 13.96 $ 2,454 21,928 2.3 % 9.6 % 17,753 (7,941 ) 15,316 (6,460 ) 27,020 48,385 92 6,553 84.9 % 11,440 21,745 60 4,313 84.1 % 153,172 291,349 445 30,361 90.2 % 132,701 244,262 413 28,121 89.1 % 151,789 28,371 3,301 183,461 107,888 126,813 28,422 7,484 162,719 81,543 (43,736 ) (2,324 ) (411 ) 17,567 (228 ) (29,132 ) 78,756 — — 78,756 (46,802 ) (2,190 ) (6,255 ) 475 (405 ) (55,177 ) 26,366 336 336 26,702 61,578 5,124 856 67,558 20,471 47,087 18.6 % 12.8 % 14.3 % 17.9 % 15.4 % 19.3 % 24,976 (51 ) (4,183 ) 20,742 26,345 3,066 (134 ) 5,844 17,092 177 26,045 52,390 (336 ) (336 ) 52,054 19.7 % (0.2 )% (55.9 )% 12.7 % 32.3 % 6.6 % (6.1 )% 93.4 % 3,598.3 % 43.7 % 47.2 % 198.7 % (100.0 )% (100.0 )% 194.9 % (960 ) (84 ) (307 ) (16 ) (653 ) (68 ) (212.7 )% (425.0 )% NET INCOME ATTRIBUTABLE TO THE COMPANY Distribution to preferred shareholders COMMON SHAREHOLDERS NET INCOME ATTRIBUTABLE TO THE COMPANY’S $ 77,712 $ 26,379 $ (6,008 ) (6,008 ) $ 71,704 $ 20,371 $ 51,333 — 51,333 194.6 % — % 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). 51 Table of Contents 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. Table of Contents We believe NOI is useful to investors in evaluating our operating performance because: 52 · 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. Table of Contents 53 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 Company’s share of unconsolidated real estate ventures Gains from sale of real estate, net Noncontrolling interests in the Operating Partnership FFO attributable to common shareholders and OP unitholders Add: Acquisition related costs (1) Preferred share redemption charge FFO attributable to common shareholders and OP unitholders, as adjusted Weighted-average diluted shares outstanding Weighted-average diluted units outstanding Weighted-average diluted shares and units outstanding $ $ 159,495 11,016 — 941 251,375 6,932 2,937 261,244 179,533 2,158 181,691 $ $ 150,030 7,323 (17,567) 960 212,450 3,508 — 215,958 170,191 2,239 172,430 (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: Net cash provided by (used in): Operating activities Investing activities Financing activities Year Ended December 31, 2015 2016 (in thousands) Change $ $ $ $ 263,526 (544,471) $ $ 221,049 $ 215,705 (374,608) $ $ 218,871 47,821 (169,863) 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 Table of Contents 54 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: Net cash provided by (used in): Operating activities Investing activities Financing activities Year Ended December 31, 2014 2015 (in thousands) Change $ $ $ $ 215,705 (374,608) $ $ 218,871 $ 166,032 (522,699) $ $ 356,392 49,673 148,091 (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 Table of Contents 55 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”): Unsecured Senior Notes $250M 4.800% Guaranteed Notes due 2022 $250M 4.375% Guaranteed Notes due 2023 $250M 4.000% Guaranteed Notes due 2025 $300M 3.125% Guaranteed Notes due 2026 Principal balance outstanding Less: Discount on issuance of unsecured senior notes, net Less: Loan procurement costs, net Total unsecured senior notes, net (3,971) (6,953) $ 1,039,076 $ December 31, 2016 December 31, 2015 $ (in thousands) $ 250,000 250,000 250,000 300,000 1,050,000 250,000 250,000 250,000 — 750,000 (2,888) (5,208) 741,904 Effective Interest Rate Issuance Date Maturity Date 4.82% 4.50% 4.03% 3.18% Jun-12 Dec-13 Oct-15 Aug-16 Jul-22 Dec-23 Nov-25 Sep-26 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 Table of Contents 56 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 Table of Contents 57 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 Selected Assets Storage properties, net Restricted cash Selected Liabilities Unsecured senior notes, net Revolving credit facility 2016 December 31, 2015 (in thousands) Change $ $ $ $ 3,326,816 7,893 1,039,076 43,300 $ $ $ $ 2,872,983 24,600 $ $ 453,833 (16,707) 741,904 $ — $ 297,172 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): Mortgage loans and notes payable (a) Revolving credit facility and unsecured term loans Unsecured senior notes Interest payments Ground leases Software and service contracts Development commitments Total 111,586 $ $ 2017 8,576 $ 2018 2,490 $ 2019 11,485 $ 2020 12,616 $ Payments Due by Period 2021 44,873 $ 2022 and thereafter 31,546 443,300 1,050,000 375,757 124,076 3,064 79,658 2,187,441 $ $ — — 59,749 2,137 2,804 56,833 130,099 $ 58 100,000 — 58,491 2,355 260 22,825 186,421 $ 200,000 — 52,245 2,365 — — 266,095 $ 143,300 — 47,389 2,430 — — 205,735 $ — — 45,004 2,476 — — 92,353 $ — 1,050,000 112,879 112,313 — — 1,306,738 Table of Contents (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. Table of Contents ITEM 9A. CONTROLS AND PROCEDURES Controls and Procedures (Parent Company) Evaluation of Disclosure Controls and Procedures 59 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. Table of Contents ITEM 9B. OTHER INFORMATION Not applicable. 60 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. Plan Category Equity compensation plans approved by shareholders Equity compensation plans not approved by shareholders Total Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) 1,939,690(1) $ 12.94(2) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c) — 1,939,690 $ 12.94 5,471,377 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.” Table of Contents ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 61 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.” ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES PART IV (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* 3.2* 3.3* 3.4* 3.5* 3.6* 3.7* 3.8* 3.9* 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. 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. 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. 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. 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. 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. 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. 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. 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. Table of Contents 62 3.10* 4.1* 4.2* 4.3* 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. 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. 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. 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* 4.5* 4.6* 4.7* 4.8* 4.9* 4.10* 4.11* 4.12* 4.13* 4.14* 10.1*† 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. 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. 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. 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. $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. 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. 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. 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. 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. 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. 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. 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. Table of Contents 63 10.2*† 10.3*† 10.4*† 10.5*† 10.6*† 10.7*† 10.8*† 10.9*† 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. 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. 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. 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. 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. 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. 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. 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*† 10.11*† 10.12* 10.13* 10.14*† 10.15*† 10.16*† 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. 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. 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. 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. 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. 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. 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. Table of Contents 64 10.17* 10.18*† 10.19*† 10.20* 10.21* 10.22* 10.23* 10.24*† 10.25*† 10.26*† 10.27*† 10.28*† 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. Form of Performance Share Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive 10.29*† 10.30*† 10.31*† Plan, incorporated by reference to Exhibit 10.60 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014. 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. 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. 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. Table of Contents 65 10.32*† 10.33* 10.34* 10.35* 10.36* 10.37* 10.38* 10.39*† 10.40*† 10.41*† 10.42† 10.43† 10.44† 10.45† 10.46† 10.47† 10.48† 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. Form of Restricted Share Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016. Form of Restricted Share Award Agreement (5-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016. 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. 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. 66 Table of Contents 10.49† 10.50† 10.51† 10.52† 12.1 12.2 21.1 23.1 23.2 31.1 31.2 31.3 31.4 32.1 32.2 99.1 101 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. 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. 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. 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. Statement regarding Computation of Ratios of CubeSmart. Statement regarding Computation of Ratios of CubeSmart, L.P. List of Subsidiaries. Consent of KPMG LLP relating to financial statements of CubeSmart. Consent of KPMG LLP relating to financial statements of CubeSmart, L.P. 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. 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. 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. 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. 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. 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. Material Tax Considerations. 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. Table of Contents 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 /s/ William M. Diefenderfer III William M. Diefenderfer III Chairman of the Board of Trustees Title /s/ Christopher P. Marr Christopher P. Marr /s/ Timothy M. Martin Timothy M. Martin /s/ Piero Bussani Piero Bussani /s/ John W. Fain John W. Fain /s/ Marianne M. Keler Marianne M. Keler /s/ John F. Remondi John F. Remondi /s/ Jeffrey F. Rogatz Jeffrey F. Rogatz /s/ Deborah Ratner Salzberg Deborah Ratner Salzberg Table of Contents Chief Executive Officer and Trustee (Principal Executive Officer) Chief Financial Officer (Principal Financial and Accounting Officer) Trustee Trustee Trustee Trustee Trustee Trustee 68 FINANCIAL STATEMENTS INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS Date February 17, 2017 February 17, 2017 February 17, 2017 February 17, 2017 February 17, 2017 February 17, 2017 February 17, 2017 February 17, 2017 February 17, 2017 Consolidated Financial Statements of CUBESMART and CUBESMART, L.P. (the “Company”) Management’s Report on CubeSmart Internal Control Over Financial Reporting Management’s Report on CubeSmart, L.P. Internal Control Over Financial Reporting Reports of Independent Registered Public Accounting Firm CubeSmart and Subsidiaries Consolidated Balance Sheets as of December 31, 2016 and 2015 CubeSmart and Subsidiaries Consolidated Statements of Operations for the years ended December 31, 2016, 2015, and 2014 CubeSmart and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2016, 2015, and 2014 CubeSmart and Subsidiaries Consolidated Statements of Equity for the years ended December 31, 2016, 2015, and 2014 CubeSmart and Subsidiaries Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015, and 2014 Page No. F-2 F-3 F-4 F-8 F-9 F-10 F-11 F-12 CubeSmart, L.P. and Subsidiaries Consolidated Balance Sheets as of December 31, 2016 and 2015 CubeSmart, L.P. and Subsidiaries Consolidated Statements of Operations for the years ended December 31, 2016, 2015, and 2014 CubeSmart, L.P. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2016, 2015, and 2014 CubeSmart, L.P. and Subsidiaries Consolidated Statements of Capital for the years ended December 31, 2016, 2015, and 2014 CubeSmart, L.P. and Subsidiaries Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015, and 2014 Notes to Consolidated Financial Statements F-1 Table of Contents F-13 F-14 F-15 F-16 F-17 F-18 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 Table of Contents 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 Table of Contents The Board of Trustees and Shareholders of CubeSmart: F-3 Report of Independent Registered Public Accounting Firm 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 Table of Contents 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 Table of Contents The Board of Trustees and Shareholders of CubeSmart: F-5 Report of Independent Registered Public Accounting Firm 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 Table of Contents The Partners of CubeSmart, L.P.: F-6 Report of Independent Registered Public Accounting Firm 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 Table of Contents F-7 CUBESMART AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share data) ASSETS Storage properties Less: Accumulated depreciation Storage properties, net (including VIE assets of $208,048 and $136,274, respectively) Cash and cash equivalents Restricted cash Loan procurement costs, net of amortization Investment in real estate ventures, at equity Other assets, net Total assets LIABILITIES AND EQUITY Unsecured senior notes, net Revolving credit facility Unsecured term loans, net Mortgage loans and notes payable, net Accounts payable, accrued expenses and other liabilities Distributions payable Deferred revenue Security deposits Total liabilities Noncontrolling interests in the Operating Partnership 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 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 Additional paid-in capital Accumulated other comprehensive loss Accumulated deficit Total CubeSmart shareholders’ equity Noncontrolling interests in subsidiaries Total equity Total liabilities and equity December 31, 2016 December 31, 2015 $ $ $ $ $ $ $ 3,998,180 (671,364) 3,326,816 2,973 7,893 2,150 98,682 36,514 3,475,028 1,039,076 43,300 398,749 114,618 93,764 49,239 20,226 412 1,759,384 3,467,032 (594,049) 2,872,983 62,869 24,600 2,800 97,281 43,631 3,104,164 741,904 — 398,183 111,455 85,034 38,685 17,519 403 1,393,183 54,407 66,128 — 31 1,801 2,314,014 (1,850) (658,583) 1,655,382 5,855 1,661,237 3,475,028 $ 1,747 2,231,181 (4,978) (584,654) 1,643,327 1,526 1,644,853 3,104,164 Table of Contents REVENUES Rental income Other property related income Property management fee income 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, 2015 2014 2016 $ $ 449,601 50,255 10,183 $ 392,476 45,189 6,856 330,898 40,065 6,000 Total revenues OPERATING EXPENSES Property operating expenses Depreciation and amortization General and administrative Acquisition related costs Total operating expenses OPERATING INCOME OTHER (EXPENSE) INCOME Interest: Interest expense on loans Loan procurement amortization expense Equity in losses of real estate ventures Gains from sale of real estate, net Other Total other expense INCOME FROM CONTINUING OPERATIONS DISCONTINUED OPERATIONS Income from discontinued operations Total discontinued operations NET INCOME NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS Noncontrolling interests in the Operating Partnership Noncontrolling interest in subsidiaries NET INCOME ATTRIBUTABLE TO THE COMPANY Distribution to preferred shareholders Preferred share redemption charge NET INCOME ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS Basic earnings per share from continuing operations attributable to common shareholders Basic earnings per share from discontinued operations attributable to common shareholders Basic earnings per share attributable to common shareholders Diluted earnings per share from continuing operations attributable to common shareholders Diluted earnings per share from discontinued operations attributable to common shareholders Diluted earnings per share attributable to common shareholders Weighted-average basic shares outstanding Weighted-average diluted shares outstanding AMOUNTS ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS: Income from continuing operations Total discontinued operations Net income 510,039 165,847 161,865 32,823 6,552 367,087 142,952 (50,399) (2,577) (2,662) — 1,062 (54,576) 88,376 — — 88,376 (941) 470 87,905 (5,045) (2,937) 444,521 153,172 151,789 28,371 3,301 336,633 107,888 (43,736) (2,324) (411) 17,567 (228) (29,132) 78,756 — — 78,756 (960) (84) 77,712 (6,008) — 79,923 $ 71,704 $ 0.45 $ — $ $ 0.45 0.45 $ — $ $ 0.45 0.43 $ — $ $ 0.43 0.42 $ — $ $ 0.42 376,963 132,701 126,813 28,422 7,484 295,420 81,543 (46,802) (2,190) (6,255) 475 (405) (55,177) 26,366 336 336 26,702 (307) (16) 26,379 (6,008) — 20,371 0.13 0.01 0.14 0.13 0.01 0.14 178,246 179,533 168,640 170,191 149,107 150,863 79,923 — 79,923 $ $ 71,704 — 71,704 $ $ 20,040 331 20,371 $ $ $ $ $ $ $ $ $ See accompanying notes to the consolidated financial statements. F-9 Table of Contents CUBESMART AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) NET INCOME Other comprehensive income (loss): For the year ended December 31, 2015 2014 2016 $ 88,376 $ 78,756 $ 26,702 Unrealized losses on interest rate swaps Reclassification of realized losses on interest rate swaps Unrealized loss on foreign currency translation Reclassification of realized loss on foreign currency translation OTHER COMPREHENSIVE INCOME COMPREHENSIVE INCOME Comprehensive income attributable to noncontrolling interests in the Operating Partnership (1,247) 4,412 — — 3,165 91,541 (978) (3,409) 6,263 (249) 1,199 3,804 82,560 (992) Comprehensive loss (income) attributable to noncontrolling interest in subsidiaries COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY $ 470 91,033 $ (75) 81,493 $ (3,944) 6,408 (175) — 2,289 28,991 (338) (19) 28,634 Table of Contents See accompanying notes to the consolidated financial statements. F-10 CUBESMART AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (in thousands) Common Shares Number Amount 139,328 $ 1,393 Preferred Shares Number Amount 3,100 $ 31 $ Additional Paid-in Capital 1,542,703 $ 22,704 482 18 1,425 227 5 — 14 415,774 308 13,788 182 1,553 163,957 $ 1,639 3,100 $ 31 $ 1,974,308 $ 8,978 161 118 1,454 91 1 2 14 233,970 3,273 17,475 1,166 989 174,668 $ 1,747 3,100 $ 31 $ 2,231,181 $ 4,408 123 188 696 44 1 2 7 136,077 4,874 13,276 1,952 1,260 Balance at December 31, 2013 Contributions from noncontrolling interest in subsidiaries Issuance of common shares, net Issuance of restricted shares Conversion from units to shares Exercise of stock options Amortization of restricted shares Share compensation expense Adjustment for noncontrolling interests in the Operating Partnership Net income Other comprehensive income (loss), net: Preferred share distributions Common share distributions Balance at December 31, 2014 Contributions from noncontrolling interest in subsidiaries subsidiaries Distributions to noncontrolling interests in Issuance of common shares, net Issuance of restricted shares Issuance of OP Shares Conversion from units to shares Exercise of stock options Amortization of restricted shares Share compensation expense Adjustment for noncontrolling interests in the Operating Partnership Net income Other comprehensive income (loss), net: Preferred share distributions Common share distributions Balance at December 31, 2015 in subsidiaries Contributions from noncontrolling interest Issuance of common shares, net Issuance of restricted shares Issuance of OP Shares Conversion from units to shares Exercise of stock options Amortization of restricted shares Share compensation expense the Operating Partnership Adjustment for noncontrolling interests in Net income (loss) Other comprehensive income (loss), net: Preferred share distributions Preferred share redemption Common share distributions Balance at December 31, 2016 Accumulated Other Comprehensive (Loss) Income Accumulated Deficit Total Shareholders’ Equity Noncontrolling Interests in Subsidiaries (11,014)$ (440,837)$ 1,092,276 $ 931 $ Noncontrolling Interests in the Operating Partnership 36,275 Total Equity 1,093,207 $ 416,001 5 308 13,802 182 1,553 (14,761) 26,379 (6,008) (83,966) (519,193)$ (14,761) 26,379 2,255 (6,008) (83,966) 1,448,026 $ 2,255 (8,759)$ 234,061 1 3,275 17,489 1,166 989 (19,619) 77,712 (6,008) (117,546) (584,654)$ (19,619) 77,712 3,781 (6,008) (117,546) 1,643,327 $ 3,781 (4,978)$ 136,121 1 4,876 13,283 1,952 1,260 642 16 3 1,592 $ 178 (319) 84 (9) 1,526 $ 4,799 642 416,001 5 308 13,802 182 1,553 (14,761) 26,395 2,258 (6,008) (83,966) 1,449,618 $ 178 (319) 234,061 1 3,275 17,489 1,166 989 (19,619) 77,796 3,772 (6,008) (117,546) 1,644,853 $ 4,799 136,121 1 4,876 13,283 1,952 1,260 (308) 14,761 307 31 (1,243) 49,823 500 (3,275) 19,619 960 32 (1,531) 66,128 1,500 (4,876) (7,388) 941 37 (1,935) 54,407 (3,100) (31) (74,606) 180,083 $ 1,801 — $ — $ 2,314,014 $ (1,850)$ 3,128 7,388 87,905 (5,045) (2,937) (161,240) (658,583)$ 7,388 87,905 3,128 (5,045) (77,574) (161,240) 1,655,382 $ (470) 5,855 $ 7,388 87,435 3,128 (5,045) (77,574) (161,240) 1,661,237 $ See accompanying notes to the consolidated financial statements. F-11 Table of Contents CUBESMART AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Operating Activities Net income Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization Equity in losses of real estate ventures Gains from sale of real estate, net Equity compensation expense Accretion of fair market value adjustment of debt Changes in other operating accounts: Restricted cash Other assets Accounts payable and accrued expenses Other liabilities Net cash provided by operating activities Investing Activities Acquisitions of storage properties Additions and improvements to storage properties Development costs Investment in real estate ventures, at equity Cash distributed from real estate ventures Proceeds from sale of real estate, net Fundings of notes receivable Proceeds from notes receivable Change in restricted cash Net cash used in investing activities Financing Activities Proceeds from: Unsecured senior notes Revolving credit facility Principal payments on: Revolving credit facility Mortgage loans and notes payable Loan procurement costs Proceeds from issuance of common shares, net Redemption of preferred shares Exercise of stock options Contributions from noncontrolling interests in subsidiaries Distributions paid to noncontrolling interests in subsidiaries Distributions paid to common shareholders Distributions paid to preferred shareholders Distributions paid to noncontrolling interests in Operating Partnership Net cash provided by financing activities Change in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Supplemental Cash Flow and Noncash Information Cash paid for interest, net of interest capitalized Supplemental disclosure of noncash activities: Restricted cash - acquisition of storage properties Restricted cash - disposition of real estate Accretion of liability Derivative valuation adjustment Foreign currency translation adjustment Discount on issuance of unsecured senior notes Mortgage loan assumptions Preferred share redemption For the year ended December 31, 2015 2014 2016 $ 88,376 $ 78,756 $ 26,702 164,442 2,662 — 3,212 (1,138) 591 (3,930) 7,862 1,449 263,526 $ (366,666) (30,971) (143,713) (12,176) 8,113 — — — 942 (544,471) $ 298,512 958,200 (914,900) (37,260) (2,467) 136,122 (77,574) 13,283 4,799 — (149,280) (6,545) (1,841) 221,049 (59,896) 62,869 2,973 53,085 $ $ $ 31,426 3,165 (22,019) $ — $ $ $ — $ $ $ $ 1,488 41,513 2,863 154,113 411 (17,567) 2,155 (1,429) 743 (2,519) (438) 1,480 215,705 $ (275,726) (24,695) (81,315) (8,433) 6,451 9,041 (4,100) 4,100 69 (374,608) $ 249,338 731,320 (809,320) (84,905) (4,433) 234,062 — 17,489 178 (319) (107,093) (6,008) (1,438) 218,871 59,968 2,901 62,869 46,216 $ $ $ (14,353) $ $ 36,372 $ 16,929 $ 2,854 (249) $ $ 662 $ 2,695 — $ 129,003 6,255 (475) 1,735 (1,685) 411 808 2,699 579 166,032 (547,515) (19,967) (23,566) (2,550) 56,896 13,475 — — 528 (522,699) — 712,500 (673,100) (30,149) (274) 416,006 — 13,802 642 — (75,849) (6,008) (1,178) 356,392 (275) 3,176 2,901 50,024 — — 8,977 2,464 (175) — 27,467 — $ $ $ $ $ $ $ $ $ $ $ $ $ See accompanying notes to the consolidated financial statements. F-12 Table of Contents CUBESMART, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands) ASSETS Storage properties Less: Accumulated depreciation Storage properties, net (including VIE assets of $208,048 and $136,274, respectively) Cash and cash equivalents Restricted cash Loan procurement costs, net of amortization Investment in real estate ventures, at equity Other assets, net Total assets LIABILITIES AND CAPITAL Unsecured senior notes, net Revolving credit facility Unsecured term loans, net Mortgage loans and notes payable, net Accounts payable, accrued expenses and other liabilities Distributions payable Deferred revenue Security deposits Total liabilities Limited Partnership interests of third parties Commitments and contingencies Capital Operating Partner Accumulated other comprehensive loss Total CubeSmart, L.P. capital Noncontrolling interests in subsidiaries Total capital Total liabilities and capital Table of Contents 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) December 31, 2015 2016 $ $ $ 3,998,180 (671,364) 3,326,816 2,973 7,893 2,150 98,682 36,514 3,475,028 1,039,076 43,300 398,749 114,618 93,764 49,239 20,226 412 1,759,384 3,467,032 (594,049) 2,872,983 62,869 24,600 2,800 97,281 43,631 3,104,164 741,904 — 398,183 111,455 85,034 38,685 17,519 403 1,393,183 54,407 66,128 1,657,232 (1,850) 1,655,382 5,855 1,661,237 3,475,028 $ 1,648,305 (4,978) 1,643,327 1,526 1,644,853 3,104,164 $ $ $ $ REVENUES Rental income Other property related income Property management fee income Total revenues OPERATING EXPENSES Property operating expenses Depreciation and amortization General and administrative Acquisition related costs Total operating expenses OPERATING INCOME OTHER (EXPENSE) INCOME Interest: Interest expense on loans For the year ended December 31, 2015 2014 2016 $ $ 449,601 50,255 10,183 510,039 165,847 161,865 32,823 6,552 367,087 142,952 $ 392,476 45,189 6,856 444,521 153,172 151,789 28,371 3,301 336,633 107,888 330,898 40,065 6,000 376,963 132,701 126,813 28,422 7,484 295,420 81,543 (50,399) (43,736) (46,802) Loan procurement amortization expense Equity in losses of real estate ventures Gains from sale of real estate, net Other Total other expense INCOME FROM CONTINUING OPERATIONS DISCONTINUED OPERATIONS Income from discontinued operations Total discontinued operations NET INCOME NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS Noncontrolling interest in subsidiaries NET INCOME ATTRIBUTABLE TO CUBESMART L.P. Operating Partnership interests of third parties NET INCOME ATTRIBUTABLE TO OPERATING PARTNER Distribution to preferred unitholders Preferred unit redemption charge NET INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS Basic earnings per unit from continuing operations attributable to common unitholders Basic earnings per unit from discontinued operations attributable to common unitholders Basic earnings per unit attributable to common unitholders Diluted earnings per unit attributable to common unitholders Diluted earnings per unit from discontinued operations attributable to common unitholders Diluted earnings per unit attributable to common unitholders Weighted-average basic units outstanding Weighted-average diluted units outstanding AMOUNTS ATTRIBUTABLE TO COMMON UNITHOLDERS: Income from continuing operations Total discontinued operations Net income (2,577) (2,662) — 1,062 (54,576) 88,376 — — 88,376 470 88,846 (941) 87,905 (5,045) (2,937) 79,923 $ 0.45 $ — $ $ 0.45 0.45 $ — $ $ 0.45 (2,324) (411) 17,567 (228) (29,132) 78,756 — — 78,756 (84) 78,672 (960) 77,712 (6,008) — 71,704 $ 0.43 $ — $ $ 0.43 0.42 $ — $ $ 0.42 178,246 179,533 168,640 170,191 79,923 — 79,923 $ $ 71,704 — 71,704 $ $ (2,190) (6,255) 475 (405) (55,177) 26,366 336 336 26,702 (16) 26,686 (307) 26,379 (6,008) — 20,371 0.13 0.01 0.14 0.13 0.01 0.14 149,107 150,863 20,040 331 20,371 $ $ $ $ $ $ $ $ $ See accompanying notes to the consolidated financial statements. F-14 Table of Contents CUBESMART, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) NET INCOME Other comprehensive income (loss): Unrealized losses on interest rate swaps Reclassification of realized losses on interest rate swaps Unrealized loss on foreign currency translation Reclassification of realized loss on foreign currency translation OTHER COMPREHENSIVE INCOME COMPREHENSIVE INCOME Comprehensive income attributable to Operating Partnership interests of third parties Comprehensive loss (income) attributable to noncontrolling interest in subsidiaries COMPREHENSIVE INCOME ATTRIBUTABLE TO OPERATING PARTNER For the year ended December 31, 2015 2014 2016 $ 88,376 $ 78,756 $ (1,247) 4,412 — — 3,165 91,541 (978) $ 470 91,033 $ (3,409) 6,263 (249) 1,199 3,804 82,560 (992) (75) 81,493 $ 26,702 (3,944) 6,408 (175) — 2,289 28,991 (338) (19) 28,634 See accompanying notes to the consolidated financial statements. Table of Contents F-15 CUBESMART, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CAPITAL (in thousands) Number of Common OP Units Outstanding Number of Preferred OP Units Outstanding 139,328 $ 3,100 $ Operating Partner 1,103,290 $ Accumulated Other Comprehensive (Loss) Income Total CubeSmart L.P. Capital Noncontrolling Interest in Subsidiaries (11,014) $ 1,092,276 $ 931 $ Operating Partnership Interests of Third Parties 36,275 Total Capital 1,093,207 $ 642 16 3 1,592 $ 178 (319) 84 (9) 1,526 $ 4,799 642 416,001 5 308 13,802 182 1,553 (14,761) 26,395 2258 (6,008) (83,966) 1,449,618 $ 178 (319) 234,061 1 3,275 17,489 1,166 989 (19,619) 77,796 3,772 (6,008) (117,546) 1,644,853 $ 4,799 136,121 1 4,876 13,283 1,952 1,260 (470) 5,855 $ 7,388 87,435 3,128 (5,045) (77,574) (161,240) 1,661,237 $ (308) 14,761 307 31 (1,243) 49,823 500 (3,275) 19,619 960 32 (1,531) 66,128 1,500 (4,876) (7,388) 941 37 (1,935) 54,407 22,704 482 18 1,425 416,001 5 308 13,802 182 1,553 (14,761) 26,379 163,957 $ 3,100 $ (6,008) (83,966) 1,456,785 $ 2,255 (8,759) $ 8,978 161 118 1,454 234,061 1 3,275 17,489 1,166 989 (19,619) 77,712 174,668 $ 3,100 $ (6,008) (117,546) 1,648,305 $ 3,781 (4,978) $ 4,408 123 188 696 136,121 1 4,876 13,283 1,952 1,260 7,388 87,905 (3,100) 180,083 $ — $ (5,045) (77,574) (161,240) 1,657,232 $ 3,128 (1,850) $ 416,001 5 308 13,802 182 1,553 (14,761) 26,379 2,255 (6,008) (83,966) 1,448,026 $ 234,061 1 0 3,275 17,489 1,166 989 (19,619) 77,712 3,781 (6,008) (117,546) 1,643,327 $ 136,121 1 4,876 13,283 1,952 1,260 7,388 87,905 3,128 (5,045) (77,574) (161,240) 1,655,382 $ 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, 2015 2014 2016 Balance at December 31, 2013 Contributions from noncontrolling interest in subsidiaries Issuance of common OP units, net Issuance of restricted OP units Conversion from OP units to shares Exercise of OP unit options Amortization of restricted OP units OP unit compensation expense Adjustment for Operating Partnership interests of third parties Net income Other comprehensive income (loss), net: Preferred OP unit distributions Common OP unit distributions Balance at December 31, 2014 Contributions from noncontrolling interest in subsidiaries Distributions to noncontrolling interests in subsidiaries Issuance of common OP units, net Issuance of restricted OP units Issuance of OP Shares Conversion from OP units to shares Exercise of OP unit options Amortization of restricted OP units OP unit compensation expense Adjustment for Operating Partnership interests of third parties Net income Other comprehensive income (loss), net: Preferred OP unit distributions Common OP unit distributions Balance at December 31, 2015 Contributions from noncontrolling interest in subsidiaries Issuance of common OP units, net Issuance of restricted OP units Issuance of OP Shares Conversion from OP units to shares Exercise of OP unit options Amortization of restricted OP units OP unit compensation expense Adjustment for Operating Partnership interests of third parties Net income (loss) Other comprehensive income (loss), net: Preferred OP unit distributions Preferred OP unit redemption Common OP unit distributions Balance at December 31, 2016 Table of Contents Operating Activities Net income Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization Equity in losses of real estate ventures Gains from sale of real estate, net Equity compensation expense Accretion of fair market value adjustment of debt Changes in other operating accounts: Restricted cash Other assets Accounts payable and accrued expenses Other liabilities Net cash provided by operating activities Investing Activities Acquisitions of storage properties Additions and improvements to storage properties Development costs Investment in real estate ventures, at equity Cash distributed from real estate ventures Proceeds from sale of real estate, net Fundings of notes receivable Proceeds from notes receivable Change in restricted cash Net cash used in investing activities Financing Activities Proceeds from: Unsecured senior notes Revolving credit facility Principal payments on: Revolving credit facility Mortgage loans and notes payable Loan procurement costs Proceeds from issuance of common OP units Redemption of preferred units Exercise of OP unit options Contributions from noncontrolling interests in subsidiaries Distributions paid to noncontrolling interests in subsidiaries Distributions paid to common OP unitholders Distributions paid to preferred OP unitholders Net cash provided by financing activities Change in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Supplemental Cash Flow and Noncash Information Cash paid for interest, net of interest capitalized Supplemental disclosure of noncash activities: Restricted cash - acquisition of storage properties Restricted cash - disposition of real estate Accretion of liability Derivative valuation adjustment Foreign currency translation adjustment Discount on issuance of unsecured senior notes Mortgage loan assumptions Preferred unit redemption $ 88,376 $ 78,756 $ 26,702 164,442 2,662 — 3,212 (1,138) 591 (3,930) 7,862 1,449 263,526 $ (366,666) (30,971) (143,713) (12,176) 8,113 — — — 942 (544,471) $ 298,512 958,200 (914,900) (37,260) (2,467) 136,122 (77,574) 13,283 4,799 — (151,121) (6,545) 221,049 (59,896) 62,869 2,973 53,085 $ $ $ 31,426 3,165 (22,019) $ — $ $ $ — $ $ $ $ 1,488 41,513 2,863 154,113 411 (17,567) 2,155 (1,429) 743 (2,519) (438) 1,480 215,705 $ (275,726) (24,695) (81,315) (8,433) 6,451 9,041 (4,100) 4,100 69 (374,608) $ 249,338 731,320 (809,320) (84,905) (4,433) 234,062 — 17,489 178 (319) (108,531) (6,008) 218,871 59,968 2,901 62,869 46,216 $ $ $ (14,353) $ $ 36,372 $ 16,929 $ 2,854 (249) $ $ 662 $ 2,695 — $ 129,003 6,255 (475) 1,735 (1,685) 411 808 2,699 579 166,032 (547,515) (19,967) (23,566) (2,550) 56,896 13,475 — — 528 (522,699) — 712,500 (673,100) (30,149) (274) 416,006 — 13,802 642 — (77,027) (6,008) 356,392 (275) 3,176 2,901 50,024 — — 8,977 2,464 (175) — 27,467 — $ $ $ $ $ $ $ $ $ $ $ $ $ See accompanying notes to the consolidated financial statements. F-17 Table of Contents 1. ORGANIZATION AND NATURE OF OPERATIONS CUBESMART AND CUBESMART L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 Table of Contents 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. Table of Contents 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 Table of Contents Other Assets Other assets are comprised of the following as of December 31, 2016 and 2015 (in thousands): Intangible assets, net of accumulated amortization of $8,109 and $7,220 Accounts receivable Deposits on future acquisitions Prepaid real estate taxes Prepaid insurance Other Total other assets, net Environmental Costs December 31, 2015 2016 $ $ 8,280 5,284 5,106 3,640 1,053 13,151 36,514 $ $ 12,814 5,049 12,106 2,800 1,140 9,722 43,631 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 Table of Contents 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 Table of Contents 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. Table of Contents 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. Table of Contents 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: Land Buildings and improvements Equipment Construction in progress Storage properties Less: Accumulated depreciation Storage properties, net $ $ 649,744 2,928,275 217,867 202,294 3,998,180 (671,364) 3,326,816 $ $ 588,503 2,534,193 243,442 100,894 3,467,032 (594,049) 2,872,983 December 31, 2016 December 31, 2015 (in thousands) The following table summarizes the Company’s acquisition and disposition activity for the years ended December 31, 2016, 2015 and 2014: F-25 Table of Contents Asset/Portfolio 2016 Acquisitions: Metro DC Asset Texas Assets New York Asset Texas Asset Connecticut Asset Texas Asset Florida Assets Colorado Asset Texas Asset Texas Asset Texas Asset Illinois Asset Illinois Asset Massachusetts Asset Nevada Assets Arizona Asset Minnesota Asset Colorado Asset Texas Asset Texas Asset Nevada Asset North Carolina Asset Arizona Asset Nevada Asset 2015 Acquisitions: Texas Asset HSRE Assets Arizona Asset Tennessee Asset Texas Asset Florida Asset Arizona Asset Florida Asset Market Transaction Date Number of Stores Purchase / Sale Price (in thousands) Baltimore / DC Texas Markets - Major New York / Northern NJ Texas Markets - Major Connecticut Texas Markets - Major Florida Markets - Other Denver Texas Markets - Major Texas Markets - Major Texas Markets - Major Chicago Chicago Massachusetts Las Vegas Phoenix Minneapolis Denver Texas Markets - Major Texas Markets - Major Las Vegas Charlotte Phoenix Las Vegas Texas Markets - Major Chicago Arizona / Las Vegas Tennessee Texas Markets - Major Florida Markets - Other Arizona / Las Vegas Florida Markets - Other January 2016 January 2016 January 2016 January 2016 February 2016 March 2016 March 2016 April 2016 April 2016 May 2016 May 2016 May 2016 May 2016 June 2016 July 2016 August 2016 August 2016 August 2016 September 2016 September 2016 October 2016 November 2016 November 2016 December 2016 February 2015 March 2015 March 2015 March 2015 April 2015 May 2015 June 2015 June 2015 $ $ $ 1 2 1 1 1 1 3 1 1 1 1 1 1 1 2 1 1 1 1 1 1 1 1 1 28 1 4 1 1 1 1 1 1 21,000 24,800 48,500 11,600 19,000 11,600 47,925 11,350 11,600 10,100 10,800 12,350 16,000 14,300 23,200 14,525 15,150 15,600 6,100 5,300 13,250 10,600 14,000 14,900 403,550 7,295 27,500 7,900 6,575 15,795 7,300 10,100 10,500 Texas Asset Maryland Asset Maryland Asset New York/New Jersey Assets New Jersey Asset PSI Assets Texas Markets - Major Baltimore / DC Baltimore / DC New York / Northern NJ New York / Northern NJ Various (see note 4) July 2015 July 2015 July 2015 August 2015 December 2015 December 2015 2015 Dispositions: Texas Assets Florida Asset 2014 Acquisitions: Connecticut Asset Florida Asset Florida Assets California Asset Maryland Asset Maryland Asset Arizona Asset Pennsylvania Asset Texas Asset Texas Asset New York Assets Florida Asset Massachusetts Asset Indiana Asset Florida Assets Florida Assets Massachusetts Asset Texas Asset Texas Asset Texas Asset HSRE Assets Texas Asset Florida Assets New York Asset Texas Asset Table of Contents 4. INVESTMENT ACTIVITY 2016 Acquisitions Texas Markets - Major Florida Markets - Other October 2015 October 2015 Connecticut Miami / Ft. Lauderdale Florida Markets - Other Other West Baltimore / DC Baltimore / DC Arizona / Las Vegas Philadelphia / Southern NJ Texas Markets - Major Texas Markets - Major New York / Northern NJ Florida Markets - Other Other Northeast Other Midwest Florida Markets - Other Florida Markets - Other Boston Texas Markets - Major Texas Markets - Major Texas Markets - Major Various (see note 4) Texas Markets - Major Florida Markets - Other New York / Northern NJ Texas Markets - Major F-26 January 2014 January 2014 January 2014 January 2014 February 2014 February 2014 March 2014 March 2014 March 2014 April 2014 April 2014 April 2014 April 2014 May 2014 June 2014 July 2014 September 2014 October 2014 October 2014 October 2014 November 2014 December 2014 December 2014 December 2014 December 2014 1 1 1 2 1 12 29 7 1 8 1 1 2 1 1 1 1 1 1 1 2 1 1 1 3 2 1 1 1 1 22 1 3 1 1 53 $ $ $ $ $ 14,200 17,000 19,200 24,823 14,350 109,824 292,362 28,000 9,800 37,800 4,950 14,000 14,450 8,300 15,800 15,500 14,750 7,350 8,225 6,450 55,000 11,406 11,100 8,400 35,000 15,800 23,100 7,700 8,500 7,750 195,500 18,650 18,200 38,000 4,345 568,226 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. Store Location Bronx, NY (1) (2) Queens, NY (1) Brooklyn, NY Queens, NY Arlington, VA Bronx, NY (2) Malvern, PA (3) Number of Stores Date Opened CubeSmart Ownership Interest 1 1 1 1 1 1 1 7 Q2 2016 Q1 2016 Q4 2015 Q4 2015 Q2 2015 Q1 2014 Q1 2014 100% $ 100% 90% 90% 90% 100% 100% $ Total Construction Costs (in thousands) 32,200 31,800 14,800 17,400 17,100 17,200 25,100 155,600 (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. F-27 Table of Contents (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 Table of Contents F-28 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: Total revenue Net loss $ 5. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES CUBE HHF Northeast Venture LLC (“HHFNE”) 2016 Year ended December 31, 2015 (in thousands) 9,110 (6,563) $ $ 15,270 (9,804) 2014 21,156 (12,350) 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. Table of Contents F-29 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): Table of Contents F-30 Assets Storage properties, net Other assets Total assets Liabilities and equity Other liabilities Debt Equity CubeSmart December 31, 2016 December 31, 2015 $ $ $ $ $ $ 667,975 17,003 684,978 6,516 345,631 98,682 456,452 17,536 473,988 4,470 210,525 97,281 Joint venture partners Total liabilities and equity $ 234,149 684,978 $ 161,712 473,988 The following is a summary of results of operations of the Ventures for the years ended December 31, 2016, 2015 and 2014 (in thousands): Total revenues Operating expenses Interest expense, net Depreciation and amortization Net loss Company’s share of net loss 2016 Year ended December 31, 2015 2014 $ $ 64,931 29,900 9,432 53,701 (28,102) (2,662) $ 31,249 15,042 3,846 16,214 (3,853) (411) 26,852 11,754 2,522 25,086 (12,510) (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”): Unsecured Senior Notes December 31, 2016 December 31, 2015 (in thousands) $250M 4.800% Guaranteed Notes due 2022 $250M 4.375% Guaranteed Notes due 2023 $250M 4.000% Guaranteed Notes due 2025 $300M 3.125% Guaranteed Notes due 2026 Principal balance outstanding Less: Discount on issuance of unsecured senior notes, net Less: Loan procurement costs, net Total unsecured senior notes, net $ $ 250,000 250,000 250,000 300,000 1,050,000 (3,971) (6,953) 1,039,076 $ $ 250,000 250,000 250,000 — 750,000 (2,888) (5,208) 741,904 Effective Interest Rate Issuance Date Maturity Date 4.82% 4.50% 4.03% 3.18% Jun-12 Dec-13 Oct-15 Aug-16 Jul-22 Dec-23 Nov-25 Sep-26 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. Table of Contents 7. REVOLVING CREDIT FACILITY AND UNSECURED TERM LOANS F-31 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. F-32 Table of Contents 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: Mortgage Loans and Notes Payable YSI 59 YSI 60 YSI 51 YSI 64 YSI 62 YSI 67 YSI 33 YSI 26 YSI 57 YSI 55 YSI 24 YSI 65 YSI 66 Principal balance outstanding Plus: Unamortized fair value adjustment Less: Loan procurement costs, net Total mortgage loans and notes payable, net $ Carrying Value as of: December 31, 2016 December 31, 2015 $ (in thousands) — $ — — — — 6,216 9,860 8,423 2,957 22,952 26,464 2,457 32,257 111,586 3,742 (710) 114,618 $ 9,012 3,546 6,984 7,781 7,835 — 10,154 8,606 3,021 23,369 27,185 2,500 — 109,993 2,219 (757) 111,455 Effective Interest Rate Maturity Date 4.82% 5.04% 5.15% 3.54% 3.54% 2.55% 6.42% 4.56% 4.61% 4.85% 4.64% 3.85% 3.51% Mar-16 Aug-16 Sep-16 Oct-16 Dec-16 Mar-17 Jul-19 Nov-20 Nov-20 Jun-21 Jun-21 Jun-23 Jun-23 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 2018 2019 2020 2021 2022 and thereafter Total mortgage payments Plus: Unamortized fair value adjustment Less: Loan procurement costs, net Total mortgage loans and notes payable, net Table of Contents 9. ACCUMULATED OTHER COMPREHENSIVE LOSS F-33 $ $ 8,576 2,490 11,485 12,616 44,873 31,546 111,586 3,742 (710) 114,618 The following table summarizes the changes in accumulated other comprehensive loss by component for the year ended December 31, 2016 (in thousands): Other comprehensive loss before reclassifications Amounts reclassified from accumulated other comprehensive loss Net current-period other comprehensive income Balance at December 31, 2015 Balance at December 31, 2016 (a) See note 10 for additional information about the effects of the amounts reclassified. 10. RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS Unrealized losses on interest rate swaps $ $ (1,231) 4,359(a) 3,128 (4,978) (1,850) 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 Product Hedge Type (a) Notional Amount December 31, 2016 December 31, 2015 Strike Effective Date Maturity December 31, 2016 December 31, 2015 Fair Value Swap Cash flow $ — $ 40,000 1.8025% 6/20/2011 6/20/2016 $ — $ (243) Swap Swap Swap Swap Swap Swap Swap Swap Swap Cash flow Cash flow Cash flow Cash flow Cash flow Cash flow Cash flow Cash flow Cash flow $ — — 75,000 50,000 50,000 25,000 40,000 40,000 20,000 300,000 $ 40,000 20,000 75,000 50,000 50,000 25,000 40,000 40,000 20,000 400,000 1.8025% 6/20/2011 1.8025% 6/20/2011 1.3360% 12/30/2011 1.3360% 12/30/2011 1.3360% 12/30/2011 1.3375% 12/30/2011 2.4590% 6/20/2011 2.4725% 6/20/2011 2.4750% 6/20/2011 6/20/2016 6/20/2016 3/31/2017 3/31/2017 3/31/2017 3/31/2017 6/20/2018 6/20/2018 6/20/2018 $ — — (103) (69) (69) (34) (797) (804) (404) (2,280) $ (243) (122) (540) (360) (360) (180) (1,350) (1,364) (683) (5,445) (a) Hedging unsecured variable rate debt by fixing 30-day LIBOR. F-34 Table of Contents 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): Interest rate swap derivative liabilities Total liabilities at fair value Level 1 Level 2 Level 3 $ $ — $ — $ 2,280 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): Interest Rate Swap Derivative Liabilities Total liabilities at fair value Level 1 Level 2 Level 3 $ $ — $ — $ 5,445 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 Table of Contents F-35 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): Development Ventures Number of Stores Location Date Opened / Estimated Opening CubeSmart Ownership Interest December 31, 2016 Total Assets Total Liabilities 2225 46th St, LLC (“46th St”) (1) CS SJM E 92nd Street, LLC (“92nd St”) 2880 Exterior St, LLC (“Exterior St”) (1) 3068 Cropsey Avenue, LLC (“Cropsey Ave”) (1) th (2) (3) 444 55 Street Holdings, LLC (“55th St”) CS SNL New York Ave, LLC (“SNL I”) 186 Jamaica Avenue, LLC (“SNL II”) (3) Shirlington Rd, LLC (“SRLLC”) (3) 1 1 1 1 1 1 1 1 8 Queens, NY New York, NY Bronx, NY Q4 2018 (est.) Q2 2018 (est.) Q2 2018 (est.) Brooklyn, NY Q4 2017 (est.) New York, NY Q3 2017 (est.) Brooklyn, NY Brooklyn, NY Arlington, VA Q4 2015 Q4 2015 Q2 2015 51% $ 90% 51% 51% 90% 90% 90% 90% $ 15,328 452 35,010 23,814 81,100 14,135 17,959 16,303 204,101 $ $ 1,859 315 14,875 12,475 35,819 9,897 12,316 12,886 100,442 th (1) The noncontrolling members of 46 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 46 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 46 St, Exterior St, and Cropsey Ave, respectively. th th (2) In connection with the acquired property, 55 St assumed mortgage debt that was recorded at a fair value of $35.0 million, which fair value th 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 F-36 Table of Contents 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. Table of Contents F-37 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: 2017 2018 2019 2020 2021 2022 and thereafter Ground Lease Amount (in thousands) $ $ 2,137 2,355 2,365 2,430 2,476 112,313 124,076 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 Table of Contents F-38 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. F-39 Table of Contents 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: Risk-free interest rate Expected dividend yield Volatility (a) Weighted average expected life of the options (b) Weighted average grant date fair value of options granted per share 2016 1.8% 2.7% 33.00% 2015 1.5% 2.6% 33.00% 2014 1.9% 3.2% 37.98% $ 6.0 years 7.61 $ 6.0 years 6.23 $ 6.0 years 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: Balance at December 31, 2013 Options granted Options canceled Options exercised Balance at December 31, 2014 Number of Shares Under Option 4,904,613 223,590 (10,731) (1,425,171) 3,692,301 $ $ Weighted Average Strike Price Weighted Average Remaining Contractual Term 4.66 9.08 — 3.21 4.16 10.99 15.73 17.38 9.69 11.76 Options granted Options canceled Options exercised Balance at December 31, 2015 Options granted Options exercised Balance at December 31, 2016 Vested or expected to vest at December 31, 2016 Exercisable at December 31, 2016 202,485 (18,230) (1,454,612) 2,421,944 213,008 (695,262) 1,939,690 1,939,690 1,520,731 $ $ $ $ 25.00 19.75 11.31 13.07 30.32 18.69 12.94 12.94 9.35 9.08 — 2.38 4.08 9.07 0.29 4.85 4.85 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 Table of Contents F-40 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: Non-Vested at January 1, 2016 Granted Vested Forfeited Non-Vested at December 31, 2016 Number of Non- Vested Restricted Shares and Share Units 301,824 154,561 (130,340) (3,023) 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. F-41 Table of Contents 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: Income from continuing operations Noncontrolling interests in the Operating Partnership Noncontrolling interest in subsidiaries Distribution to preferred shares (1) Preferred share redemption charge Income from continuing operations attributable to the Company’s common shareholders Total discontinued operations Noncontrolling interests in the Operating Partnership Total discontinued operations attributable to the Company’s common shareholders Net income attributable to the Company’s common shareholders Weighted-average shares outstanding Share options and restricted share units Weighted-average diluted shares outstanding (2) Basic earnings per share from continuing operations attributable to common shareholders Basic earnings per share from discontinued operations attributable to common shareholders Basic earnings per share attributable to common shareholders Diluted earnings per share from continuing operations attributable to common shareholders Diluted earnings per share from discontinued operations attributable to common shareholders Diluted earnings per share attributable to common shareholders For the year ended December 31, 2015 (Dollars and shares in thousands, except per share amounts) 2014 2016 $ 88,376 (941) 470 (5,045) (2,937) $ 78,756 (960) (84) (6,008) — 79,923 $ 71,704 $ — — — $ — — — $ 79,923 $ 71,704 $ 178,246 1,287 179,533 168,640 1,551 170,191 0.45 — 0.45 0.45 — 0.45 $ $ $ $ 0.43 — 0.43 0.42 — 0.42 $ $ $ $ 26,366 (302) (16) (6,008) — 20,040 336 (5) 331 20,371 149,107 1,756 150,863 0.13 0.01 0.14 0.13 0.01 0.14 $ $ $ $ $ $ $ $ F-42 Table of Contents 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 2014 2015 (Dollars and units in thousands, except per unit amounts) Income from continuing operations Operating Partnership interests of third parties Noncontrolling interest in subsidiaries Distribution to preferred unitholders (1) Preferred unit redemption charge Income from continuing operations attributable to common unitholders Total discontinued operations Operating Partnership interests of third parties Total discontinued operations attributable to common unitholders Net income attributable to common unitholders $ $ $ $ $ 88,376 (941) 470 (5,045) (2,937) $ 78,756 (960) (84) (6,008) — 79,923 $ 71,704 $ — — — $ — — — $ 26,366 (302) (16) (6,008) — 20,040 336 (5) 331 79,923 $ 71,704 $ 20,371 Weighted-average units outstanding Unit options and restricted share units Weighted-average diluted units outstanding (2) 178,246 1,287 179,533 168,640 1,551 170,191 Basic earnings per unit from continuing operations attributable to common unitholders Basic earnings per unit from discontinued operations attributable to common unitholders Basic earnings per unit attributable to common unitholders Diluted earnings per unit attributable to common unitholders Diluted earnings per unit from discontinued operations attributable to common unitholders Diluted earnings per unit attributable to common unitholders $ $ $ $ 0.45 — 0.45 0.45 — 0.45 $ $ $ $ 0.43 — 0.43 0.42 — 0.42 $ $ $ $ 149,107 1,756 150,863 0.13 0.01 0.14 0.13 0.01 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 Table of Contents 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. Table of Contents 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): REVENUES Rental income Other property related income Total revenues OPERATING EXPENSES Property operating expenses Depreciation and amortization Total operating expenses OPERATING INCOME OTHER (EXPENSE) INCOME Interest expense on loans Gain from dispositions of discontinued operations Income from discontinued operations 19. PRO FORMA FINANCIAL INFORMATION (UNAUDITED) For the year ended December 31, 2015 2014 2016 $ $ — $ — — — — — — — — — $ — $ — — — — — — — — — $ — — — (336) — (336) 336 — — 336 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: Pro forma revenue Pro forma net income from continuing operations Earnings per common share from continuing operations: Basic - as reported Diluted - as reported Year ended December 31, 2015 2016 (in thousands, except per share data) $ $ $ $ 520,341 120,248 0.45 0.45 $ $ $ $ 428,234 90,559 0.43 0.42 Basic - as pro forma Diluted - as pro forma Table of Contents $ $ 0.63 0.62 $ $ 0.50 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): Total revenues Total operating expenses Net income attributable to the Company Basic earnings per share Diluted earnings per share Total revenues Total operating expenses Net income attributable to the Company Basic earnings per share Diluted earnings per share $ $ March 31, 2016 118,871 90,145 15,750 0.08 0.08 March 31, 2015 103,688 83,009 8,434 0.04 0.04 $ $ Three months ended June 30, 2016 September 30, 2016 $ $ 126,526 93,509 20,424 0.11 0.11 109,871 84,163 13,724 0.07 0.07 $ $ December 31, 2016 132,546 90,848 26,847 0.13 0.13 December 31, 2015 114,992 83,196 37,116 0.21 0.20 132,096 92,585 24,884 0.13 0.13 115,970 86,265 18,438 0.10 0.10 Three months ended June 30, 2015 September 30, 2015 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). Table of Contents Description Chandler I, AZ Chandler II, AZ Gilbert I, AZ Gilbert II, AZ Glendale, AZ Green Valley, AZ Mesa I, AZ Mesa II, AZ Mesa III, AZ Peoria, AZ Phoenix I, AZ Phoenix II, AZ Phoenix III, AZ Phoenix IV, AZ Queen Creek, AZ Scottsdale, AZ Surprise , AZ Tempe I, AZ Tempe II, AZ Tucson I, AZ Tucson II, AZ Tucson III, AZ Tucson IV, AZ Tucson V, AZ Tucson VI, AZ Tucson VII, AZ Tucson VIII, AZ F-46 CUBESMART SCHEDULE III REAL ESTATE AND RELATED DEPRECIATION December 31, 2016 (Dollars in thousands) Encumbrances Square Footage 47,680 82,889 57,300 91,505 56,807 25,050 52,575 45,511 59,629 110,835 100,875 83,160 121,731 69,660 94,462 79,525 72,575 53,890 68,409 59,800 43,950 49,832 48,040 45,134 40,814 52,688 46,650 Land 327 1,518 951 1,199 201 298 920 731 706 1,436 1,134 756 2,115 930 1,159 443 584 749 588 188 188 532 674 515 440 670 589 Initial Cost Buildings & Costs Subsequent to Improvements Acquisition 357 83 30 — 1,085 173 234 231 246 213 476 1,578 124 21 80 1,753 44 522 2,140 1,050 1,068 254 317 350 223 314 333 1,257 7,485 4,688 11,846 2,265 1,153 2,739 2,176 2,101 7,082 3,376 2,251 10,429 12,277 5,716 4,879 3,761 2,159 2,898 2,078 2,078 2,048 2,595 1,980 1,692 2,576 2,265 Gross Carrying Amount at December 31, 2016 Buildings & Improvements 1,439 7,568 4,718 11,846 2,798 1,116 2,526 2,089 1,963 7,295 3,201 3,130 10,553 12,298 5,796 5,516 3,805 2,371 5,038 2,624 2,662 1,941 2,492 1,974 1,617 2,476 2,247 Land 327 1,518 951 1,199 418 298 921 731 706 1,436 1,135 847 2,115 930 1,159 883 584 749 588 384 391 533 675 515 430 670 589 Total 1,766 9,086 5,669 13,045 3,216 1,414 3,447 2,820 2,669 8,731 4,336 3,977 12,668 13,228 6,955 6,399 4,389 3,120 5,626 3,008 3,053 2,474 3,167 2,489 2,047 3,146 2,836 Accumulated Depreciation (B) 544 801 576 29 1,271 397 938 782 731 352 1,191 1,075 953 112 324 2,482 131 755 524 1,175 1,160 703 896 714 592 907 803 Year Acquired/ Developed 2005 2013 2013 2016 1998 2005 2006 2006 2006 2015 2006 2006/2011 2014 2016 2015 1998 2015 2005 2013 1998 1998 2005 2005 2005 2005 2005 2005 Tucson IX, AZ Tucson X, AZ Tucson XI, AZ Tucson XII, AZ Tucson XIII, AZ Tucson XIV, AZ Benicia, CA Citrus Heights, CA Corona, CA Diamond Bar, CA Escondido, CA Fallbrook, CA Fremont, CA Lancaster, CA Long Beach, CA Murrieta, CA North Highlands, CA Ontario, CA Orangevale, CA Pleasanton, CA Rancho Cordova, CA Rialto I, CA Rialto II, CA Riverside I, CA Riverside II, CA Roseville, CA Sacramento I, CA Sacramento II, CA San Bernardino I, CA San Bernardino II, CA San Bernardino III, CA San Bernardino IV, CA San Bernardino V, CA San Bernardino VII, CA San Bernardino VIII, CA San Marcos, CA Santa Ana, CA South Sacramento, CA Spring Valley, CA Temecula I, CA Temecula II, CA Vista I, CA Vista II, CA Walnut, CA West Sacramento, CA Westminster, CA Aurora, CO Centennial, CO Colorado Springs I, CO Colorado Springs II, CO Denver I, CO Denver II, CO Denver III, CO Federal Heights, CO Golden, CO Littleton, CO Northglenn, CO Bloomfield, CT Table of Contents Description Branford, CT Bristol, CT East Windsor, CT Enfield, CT Gales Ferry, CT Manchester I, CT Manchester II, CT Manchester III, CT Milford, CT Monroe, CT Mystic, CT Newington I, CT Newington II, CT Norwalk I, CT Norwalk II, CT Old Saybrook I, CT Old Saybrook II, CT 67,496 46,350 42,900 42,275 45,800 48,995 74,770 75,620 94,975 103,309 143,645 45,976 51,243 60,450 124,571 49,785 57,094 93,590 50,542 83,600 53,978 57,391 99,783 67,020 85,176 59,944 50,664 62,088 31,070 41,546 35,416 83,277 56,745 78,753 103,417 37,425 63,916 52,440 55,035 81,340 84,543 74,238 147,763 50,708 40,015 68,393 75,867 62,400 47,975 62,400 59,200 74,460 76,125 54,770 87,800 53,490 43,102 48,700 Square Footage 50,629 47,725 46,066 52,875 54,905 46,925 52,725 60,113 44,885 58,500 50,825 42,620 36,140 30,328 78,175 87,000 26,425 724 424 439 671 587 707 2,392 1,633 2,107 2,522 3,040 133 1,158 390 3,138 1,883 868 1,705 1,423 2,799 1,094 899 277 1,351 1,170 1,284 1,152 1,406 51 112 98 1,872 783 1,475 1,691 775 1,223 790 1,178 660 3,080 711 4,629 1,578 1,222 1,740 1,343 1,281 771 657 673 1,430 1,828 878 1,683 1,268 862 78 462 243 413 331 342 463 300 231 59 234 201 1,801 161 1,052 855 246 420 307 305 208 321 209 1,751 573 369 397 317 244 1,185 1,274 1,316 212 509 305 594 169 370 334 760 997 561 2,330 167 319 212 375 474 45 372 251 223 109 15 271 517 360 386 2,397 725 425 439 672 587 708 2,392 1,634 2,107 2,524 3,040 432 1,158 556 3,138 1,903 868 1,705 1,423 2,799 1,095 899 672 1,351 1,170 1,284 1,152 1,407 182 306 242 1,872 783 1,290 1,692 776 1,223 791 1,178 899 3,080 1,118 4,629 1,595 1,222 1,743 1,343 1,281 771 656 646 1,430 1,828 879 1,684 1,268 662 360 2,786 1,633 1,689 2,582 2,258 2,721 7,028 4,793 10,385 7,404 11,804 1,492 5,711 2,247 14,368 5,532 2,546 8,401 4,175 8,222 3,212 4,118 3,098 6,183 5,359 3,767 3,380 4,128 572 1,251 1,093 5,391 3,583 6,753 7,741 2,288 5,600 2,319 5,394 4,735 5,839 4,076 13,599 4,635 3,590 5,142 2,986 8,958 1,717 2,674 2,741 7,053 12,109 1,953 3,744 2,820 1,917 880 F-47 2,727 1,567 1,811 2,484 2,231 2,637 6,244 4,250 10,444 6,546 9,646 2,784 5,872 2,564 13,287 4,913 2,508 8,708 3,807 7,187 2,991 3,755 4,057 5,924 4,937 3,565 3,138 3,708 1,429 1,983 1,913 4,887 3,566 6,311 6,382 2,087 5,191 2,234 5,410 5,167 5,471 5,097 11,706 4,216 3,235 4,630 2,919 9,003 1,746 2,417 2,486 7,162 12,124 1,828 3,589 2,672 2,089 2,700 3,452 1,992 2,250 3,156 2,818 3,345 8,636 5,884 12,551 9,070 12,686 3,216 7,030 3,120 16,425 6,816 3,376 10,413 5,230 9,986 4,086 4,654 4,729 7,275 6,107 4,849 4,290 5,115 1,611 2,289 2,155 6,759 4,349 7,601 8,074 2,863 6,414 3,025 6,588 6,066 8,551 6,215 16,335 5,811 4,457 6,373 4,262 10,284 2,517 3,073 3,132 8,592 13,952 2,707 5,273 3,940 2,751 3,060 978 571 697 879 802 964 2,213 1,576 719 2,423 2,832 1,234 548 959 4,541 1,743 927 606 1,414 2,547 1,094 1,310 1,914 2,023 1,733 1,330 1,156 1,370 615 886 817 1,728 1,263 2,229 2,277 762 1,806 810 1,876 2,156 1,547 1,922 4,204 1,496 1,165 1,719 1,004 190 618 847 921 979 123 642 1,241 891 667 1,131 2005 2005 2005 2005 2005 2005 2005 2005 2014 2005 2007 1997 2014 2001 2006 2005 2005 2014 2005 2005 2005 2006 1997 2006 2006 2005 2005 2005 1997 1997 1997 2005 2006 2006 2006 2005 2006 2005 2006 1998 2007 2001 2005 2005 2005 2005 2005 2016 2005 2006 2006 2012 2016 2005 2005 2005 2005 1997 (A) Encumbrances Land 217 1,819 744 424 240 540 996 671 87 2,004 136 1,059 911 646 1,171 3,092 1,135 Initial Cost Buildings & Costs Subsequent to Improvements Acquisition 1,415 88 499 456 1,508 415 321 154 1,184 642 2,021 216 265 54 82 656 251 2,433 3,161 1,294 2,424 2,697 3,096 1,730 3,308 1,050 3,483 1,645 1,840 1,584 3,187 15,422 5,374 1,973 Gross Carrying Amount at December 31, 2016 Buildings & Improvements 3,135 2,785 1,523 2,111 3,522 2,738 1,744 3,462 1,740 3,441 2,923 1,762 1,575 3,241 15,504 5,177 1,896 Land 504 1,819 744 473 489 563 996 671 274 2,004 410 1,059 911 646 1,171 3,092 1,135 Total 3,639 4,604 2,267 2,584 4,011 3,301 2,740 4,133 2,014 5,445 3,333 2,821 2,486 3,887 16,675 8,269 3,031 Accumulated Depreciation (B) 1,475 1,113 616 837 1,781 1,170 672 329 792 1,425 1,320 697 624 463 355 2,051 779 Year Acquired/ Developed 1995 2005 2005 2001 1995 2002 2005 2014 1996 2005 1996 2005 2005 2012 2016 2005 2005 (A) (A) Shelton, CT South Windsor, CT Stamford, CT Wilton, CT Washington I, DC Washington II, DC Washington III, DC Boca Raton, FL Boynton Beach I, FL Boynton Beach II, FL Boynton Beach III, FL Boynton Beach IV, FL Bradenton I, FL Bradenton II, FL Cape Coral I, FL Cape Coral II, FL Coconut Creek I, FL Coconut Creek II, FL Dania Beach, FL Dania, FL Davie, FL Deerfield Beach, FL Delray Beach I, FL Delray Beach II, FL Delray Beach III, FL Ft. Lauderdale I, FL Ft. Lauderdale II, FL Ft. Myers I, FL Ft. Myers II, FL Ft. Myers III, FL Jacksonville I, FL Jacksonville II, FL Jacksonville III, FL Jacksonville IV, FL Jacksonville V, FL Jacksonville VI, FL Kendall, FL Lake Worth I, FL Lake Worth II, FL Lake Worth III, FL Lakeland, FL Leisure City, FL Lutz I, FL Lutz II, FL Margate I, FL Margate II, FL Merritt Island, FL Miami I, FL Miami II, FL Miami III, FL Miami IV, FL Miramar, FL Naples I, FL Naples II, FL Naples III, FL Naples IV, FL New Smyrna Beach, FL Ocoee, FL Orange City, FL Orlando II, FL Orlando III, FL Orlando IV, FL Orlando V, FL Orlando VI, FL Oviedo, FL Palm Coast I, FL Palm Coast II, FL Palm Harbor, FL Pembroke Pines, FL Royal Palm Beach II, FL Sanford I, FL Sanford II, FL Sarasota, FL St. Augustine, FL St. Petersburg, FL Stuart, FL SW Ranches, FL Tampa I, FL Tampa II, FL West Palm Beach I, FL West Palm Beach II, FL West Palm Beach III, FL West Palm Beach IV, FL Winter Park, FL Alpharetta, GA Atlanta, GA 78,405 72,075 28,907 84,515 63,085 82,787 78,430 37,968 61,725 61,514 67,393 76,362 68,298 87,958 76,857 67,955 78,846 90,147 180,588 58,165 80,985 57,230 67,833 75,710 94,395 70,043 49,577 67,534 83,375 81,554 79,705 64,970 66,010 77,525 82,483 67,275 75,495 159,799 86,924 94,015 49,079 56,075 66,795 69,232 53,660 65,380 50,261 46,500 66,960 151,620 76,695 80,130 48,100 65,850 80,021 40,650 81,454 76,150 59,580 63,184 101,530 76,581 75,295 67,275 49,276 47,400 122,490 82,685 67,321 81,274 61,810 69,755 71,142 59,725 66,050 86,756 64,990 83,913 74,790 66,906 94,353 77,440 102,892 54,356 90,501 66,625 1,613 90 1,941 2,409 871 3,152 4,469 529 667 1,030 1,225 1,455 1,180 1,931 472 1,093 1,189 1,937 3,584 205 1,268 946 798 957 2,086 937 862 303 1,030 1,148 1,862 950 860 870 1,220 755 2,350 183 1,552 957 81 409 901 992 161 132 716 179 253 4,577 1,852 1,206 90 148 139 262 1,261 1,286 1,191 1,589 1,209 633 950 640 440 555 1,511 2,457 337 1,640 453 1,003 333 135 2,721 324 1,390 2,670 2,291 719 2,129 804 1,499 866 806 822 9,032 1,127 3,374 12,261 12,759 13,612 15,438 3,054 3,796 2,968 6,037 7,171 3,324 5,561 2,769 5,387 5,863 9,549 10,324 2,068 7,183 2,999 4,539 4,718 10,286 3,646 4,250 3,329 5,080 5,658 5,362 7,004 7,409 8,049 8,210 3,725 8,106 6,597 7,654 4,716 896 2,018 2,478 2,868 1,763 1,473 2,983 1,999 2,544 13,185 10,494 5,944 1,010 1,652 1,561 2,980 6,215 3,705 3,209 4,576 7,768 3,587 4,685 3,154 2,824 2,735 7,450 16,178 3,772 8,607 2,911 4,944 3,656 1,515 10,173 3,625 7,598 6,249 10,262 3,420 8,671 3,962 7,392 4,268 4,720 4,053 205 1,398 120 374 496 179 48 1,590 1,920 404 245 49 240 1,104 2,570 76 167 170 1,365 1,516 1,219 2,144 818 213 151 2,485 87 913 132 153 148 164 1,007 1,050 359 109 271 7,456 148 212 1,233 156 251 376 2,155 1,829 648 1,835 1,594 862 924 77 2,598 4,405 4,193 609 104 191 222 179 701 163 113 139 586 106 336 84 2,796 292 189 140 1,368 3,407 251 3,166 269 251 104 1,660 429 68 314 87 1,029 55 1,613 272 1,941 2,421 894 3,154 4,469 813 958 1,030 1,225 1,455 1,180 1,931 830 1,093 1,189 1,937 3,584 481 1,373 1,311 883 957 2,086 1,384 862 328 1,030 1,148 1,862 950 1,670 1,651 1,220 755 2,350 354 1,552 957 256 409 901 992 399 383 796 484 561 4,577 1,963 1,206 270 558 598 407 1,261 1,286 1,191 1,589 1,209 633 950 640 440 555 1,511 2,457 953 1,640 453 1,003 529 383 2,721 685 1,390 2,670 2,291 835 2,129 804 1,499 866 967 822 8,153 2,133 2,954 12,696 10,533 12,016 15,486 3,541 4,393 2,935 6,282 7,220 3,043 5,570 4,036 5,463 6,030 9,719 10,151 2,886 6,131 4,634 4,077 4,931 10,437 5,456 4,337 3,243 5,212 5,811 4,827 5,620 6,014 7,024 6,833 3,834 6,604 11,361 7,802 4,928 1,544 2,174 2,344 2,749 3,243 2,687 2,893 2,839 3,309 12,223 9,858 6,021 3,067 5,363 4,134 2,996 6,319 3,379 2,944 4,116 7,081 3,247 4,798 3,293 2,739 2,841 7,786 16,262 5,425 7,238 2,534 5,084 3,827 4,319 10,424 5,808 6,005 5,147 10,366 3,841 7,795 4,030 7,706 4,355 4,004 4,108 9,766 2,405 4,895 15,117 11,427 15,170 19,955 4,354 5,351 3,965 7,507 8,675 4,223 7,501 4,866 6,556 7,219 11,656 13,735 3,367 7,504 5,945 4,960 5,888 12,523 6,840 5,199 3,571 6,242 6,959 6,689 6,570 7,684 8,675 8,053 4,589 8,954 11,715 9,354 5,885 1,800 2,583 3,245 3,741 3,642 3,070 3,689 3,323 3,870 16,800 11,821 7,227 3,337 5,921 4,732 3,403 7,580 4,665 4,135 5,705 8,290 3,880 5,748 3,933 3,179 3,396 9,297 18,719 6,378 8,878 2,987 6,087 4,356 4,702 13,145 6,493 7,395 7,817 12,657 4,676 9,924 4,834 9,205 5,221 4,971 4,930 1,348 936 1,168 1,935 2,981 1,915 446 1,364 1,672 1,044 507 345 1,119 2,027 1,861 366 830 908 3,742 1,337 2,214 1,980 1,596 572 834 2,338 418 1,396 419 466 1,592 1,639 1,771 2,067 2,007 256 1,936 5,118 667 255 682 309 851 984 1,485 1,206 1,125 1,287 1,545 4,144 1,806 687 1,373 2,454 1,906 1,390 439 1,173 1,081 1,437 2,175 626 643 222 868 269 738 332 2,470 2,121 770 353 1,640 1,995 208 2,591 1,741 1,488 209 1,499 2,874 524 624 302 1,513 572 2011 1996 2005 2012 2008 2011 2016 2001 2001 2005 2014 2015 2004 2004 2000 2014 2012 2014 2004 1996 2001 1998 2001 2013 2014 1999 2013 1999 2014 2014 2005 2007 2007 2007 2007 2014 2007 1998 2014 2015 1994 2012 2004 2004 1996 1996 2002 1996 1996 2005 2011 2013 1996 1997 1997 1998 2014 2005 2004 2005 2006 2010 2012 2014 2006 2014 2014 2016 1997 2007 2006 2014 1999 1996 2016 1997 2007 2007 2016 2001 2004 2012 2014 2014 2001 2012 Table of Contents Description Austell, GA Decatur, GA Duluth, GA Lawrenceville, GA Lithia Springs, GA Norcross I, GA Norcross II, GA Norcross III, GA Norcross IV, GA Peachtree City I, GA Peachtree City II, GA Smyrna, GA Snellville, GA Suwanee I, GA Suwanee II, GA Villa Rica, GA Addison, IL Aurora, IL Bartlett, IL Bellwood, IL Blue Island, IL Bolingbrook, IL Chicago I, IL Chicago II, IL Chicago III, IL Chicago IV, IL Chicago V, IL Chicago VI, IL Countryside, IL Des Plaines, IL Downers Grove, IL Elk Grove Village, IL Evanston, IL Glenview, IL Gurnee, IL Hanover, IL Harvey, IL Joliet, IL Kildeer, IL Lombard, IL Maywood, IL Mount Prospect, IL Mundelein, IL North Chicago, IL Plainfield I, IL Plainfield II, IL Schaumburg, IL Streamwood, IL Warrenville, IL Waukegan, IL West Chicago, IL Westmont, IL Wheeling I, IL Wheeling II, IL Woodridge, IL Schererville, IN Boston I, MA Boston II, MA Boston III, MA Brockton, MA Haverhill, MA Lawrence, MA Leominster, MA Medford, MA Stoneham, MA Tewksbury, MA Walpole, MA Baltimore, MD Beltsville, MD California, MD Capitol Heights, MD Clinton, MD District Heights, MD Elkridge, MD Gaithersburg I, MD Gaithersburg II, MD Square Footage 83,655 145,440 70,885 73,740 66,750 85,420 52,595 46,955 57,505 49,875 59,950 57,015 79,950 85,125 79,590 65,365 31,575 73,985 51,395 86,350 55,125 80,915 95,745 78,585 84,990 60,495 51,775 71,785 99,856 69,600 71,625 64,079 57,850 100,085 80,300 41,190 60,090 72,865 36,585 57,691 60,225 65,000 44,700 53,400 53,900 51,900 31,160 64,305 48,796 79,500 48,175 53,300 54,210 67,825 50,232 67,604 33,286 60,470 108,205 65,910 61,169 34,672 54,023 58,745 61,000 62,402 74,890 93,750 63,687 77,840 79,675 84,225 78,190 63,475 87,045 74,100 F-48 Initial Cost Buildings & Costs Subsequent to Encumbrances 6,216 Land 1,635 616 373 546 748 514 366 938 576 435 398 750 1,660 1,737 800 757 428 644 931 1,012 633 1,675 2,667 833 2,427 1,296 1,044 1,596 2,607 1,564 1,498 1,446 1,103 3,740 1,521 1,126 869 547 2,102 1,305 749 1,701 1,498 1,073 1,770 694 538 1,447 1,066 1,198 1,071 1,155 857 793 943 1,134 538 1,516 3,211 577 669 585 90 1,330 1,558 1,537 634 1,050 1,277 1,486 2,704 2,182 1,527 1,155 3,124 2,383 Improvements Acquisition 311 356 184 390 81 916 193 61 80 759 116 279 340 296 75 113 466 200 293 909 44 168 877 69 778 26 38 27 141 733 11 293 195 571 301 269 241 246 226 828 15 599 358 422 335 239 212 396 414 594 431 291 441 475 213 42 256 392 182 13 35 39 2,469 131 74 71 267 1,382 52 279 41 103 534 232 427 66 4,711 6,776 2,044 2,903 5,552 2,930 2,025 4,625 2,839 2,532 1,963 4,271 4,781 5,010 6,942 5,616 3,531 3,652 2,493 5,768 3,120 8,254 13,118 4,035 11,962 6,385 5,144 9,535 12,684 4,327 13,153 3,535 5,440 10,367 5,440 2,197 3,635 4,704 2,187 3,938 3,689 3,114 2,782 3,006 1,715 2,000 645 1,662 3,072 4,363 2,249 3,873 3,213 3,816 3,397 5,589 3,048 8,628 15,829 4,394 6,610 4,737 1,519 7,165 7,679 7,579 13,069 5,997 6,295 4,280 13,332 10,757 8,313 5,695 9,000 11,750 Gross Carrying Amount at December 31, 2016 Buildings & Improvements 4,366 6,175 1,904 2,876 5,633 2,938 1,933 4,686 2,919 2,512 2,079 3,448 4,458 4,606 5,813 5,729 3,496 3,332 2,404 4,942 3,164 8,422 13,995 4,104 12,740 6,411 5,182 9,562 12,825 4,420 13,164 3,298 5,635 9,472 4,977 2,127 3,334 4,291 2,211 4,161 3,704 3,261 2,725 2,943 1,757 1,906 720 1,747 3,054 4,304 2,322 3,623 3,182 3,739 3,135 5,631 2,880 7,180 16,011 4,407 6,645 4,776 3,348 5,805 7,753 7,650 13,336 5,251 6,356 3,968 13,373 10,860 7,722 5,927 8,165 11,816 Land 1,643 616 373 546 748 632 366 938 576 529 398 750 1,660 1,737 622 757 428 644 931 1,012 633 1,675 2,667 833 2,427 1,296 1,044 1,596 2,607 1,564 1,498 1,446 1,103 3,740 1,521 1,126 869 547 1,997 1,305 749 1,701 1,498 1,073 1,740 694 538 1,447 1,066 1,198 1,071 1,155 857 793 943 1,134 538 1,516 3,211 577 669 585 338 1,330 1,558 1,537 634 1,173 1,268 1,486 2,704 2,182 1,527 1,155 3,124 2,383 Total 6,009 6,791 2,277 3,422 6,381 3,570 2,299 5,624 3,495 3,041 2,477 4,198 6,118 6,343 6,435 6,486 3,924 3,976 3,335 5,954 3,797 10,097 16,662 4,937 15,167 7,707 6,226 11,158 15,432 5,984 14,662 4,744 6,738 13,212 6,498 3,253 4,203 4,838 4,208 5,466 4,453 4,962 4,223 4,016 3,497 2,600 1,258 3,194 4,120 5,502 3,393 4,778 4,039 4,532 4,078 6,765 3,418 8,696 19,222 4,984 7,314 5,361 3,686 7,135 9,311 9,187 13,970 6,424 7,624 5,454 16,077 13,042 9,249 7,082 11,289 14,199 Accumulated Depreciation (B) 1,342 2,960 336 513 194 1,086 345 724 405 917 278 1,333 1,332 1,387 1,708 196 1,250 1,205 884 1,856 177 583 969 283 890 357 289 192 885 1,546 271 1,241 658 3,419 1,844 788 1,212 1,567 796 1,534 206 1,131 958 1,081 606 638 260 637 1,005 1,520 824 1,289 1,146 1,383 1,145 464 550 3,006 1,151 152 231 165 1,463 1,611 892 653 215 1,972 731 1,427 601 1,066 1,321 591 2,957 533 Year Acquired/ Developed 2006 1998 2011 2011 2015 2001 2011 2012 2012 2001 2012 2001 2007 2007 2007 2015 2004 2004 2004 2001 2015 2014 2014 2014 2014 2015 2015 2016 2014 2004 2016 2004 2013 2004 2004 2004 2004 2004 2004 2004 2015 2004 2004 2004 2004 2005 2004 2004 2005 2004 2004 2004 2004 2004 2004 2014 2010 2002 2014 2015 2015 2015 1998 2007 2013 2014 2016 2001 2013 2004 2015 2013 2011 2013 2005 2015 Hyattsville, MD Laurel, MD Temple Hills I, MD Temple Hills II, MD Timonium, MD Upper Marlboro, MD Bloomington, MN Belmont, NC Burlington I, NC Burlington II, NC Cary, NC Charlotte I, NC Charlotte II, NC Cornelius, NC Pineville, NC Raleigh, NC Bordentown, NJ Brick, NJ Cherry Hill I, NJ Cherry Hill II, NJ Clifton, NJ Cranford, NJ East Hanover, NJ Egg Harbor I, NJ Egg Harbor II, NJ Elizabeth, NJ Fairview, NJ Freehold, NJ Table of Contents Description Hamilton, NJ Hoboken, NJ Linden, NJ Lumberton, NJ Morris Township, NJ Parsippany, NJ Rahway, NJ Randolph, NJ Ridgefield, NJ Roseland, NJ Sewell, NJ Somerset, NJ Whippany, NJ Albuquerque I, NM Albuquerque II, NM Albuquerque III, NM Henderson, NV Las Vegas I, NV Las Vegas II, NV Las Vegas III, NV Las Vegas IV, NV Las Vegas V, NV Las Vegas VI, NV Baldwin, NY Bronx I, NY Bronx II, NY Bronx III, NY Bronx IV, NY Bronx V, NY Bronx VI, NY Bronx VII, NY Bronx VIII, NY Bronx IX, NY Bronx X, NY Bronx XI, NY Bronx XII, NY Brooklyn I, NY Brooklyn II, NY Brooklyn III, NY Brooklyn IV, NY Brooklyn V, NY Brooklyn VI, NY Brooklyn VII, NY Brooklyn VIII, NY Brooklyn IX, NY Brooklyn X, NY Brooklyn XI, NY 52,765 162,896 97,275 84,225 66,717 62,290 100,978 81,850 109,300 42,165 112,402 69,000 53,666 59,270 77,847 48,675 50,550 51,720 51,500 65,500 105,550 91,280 107,679 36,025 70,400 38,830 27,876 81,420 Square Footage 70,550 34,180 100,425 96,025 72,226 84,355 83,121 52,565 67,803 53,569 57,826 57,385 92,070 65,927 58,798 57,536 75,150 48,532 48,850 74,200 71,217 107,226 94,482 61,380 69,183 99,046 105,940 75,030 54,733 45,970 78,625 30,550 148,040 159,855 46,457 90,300 57,510 60,920 41,625 37,467 47,020 75,640 72,725 61,555 46,980 56,000 109,846 1,113 1,409 1,541 2,229 2,269 1,309 1,598 385 498 320 543 782 821 2,424 2,490 209 457 234 222 471 4,346 290 504 104 284 751 246 1,086 65 3,668 2,466 50 181 83 95 911 842 389 780 1,494 1 4 125 384 50 1,453 157 105 293 2,492 4,037 63 245 544 580 193 1,113 1,928 1,800 2,229 2,269 1,309 1,598 451 498 340 543 1,068 821 2,424 2,490 296 457 485 222 471 4,340 779 1,315 104 284 751 246 1,086 5,485 8,035 8,788 10,988 11,184 6,455 12,298 2,196 2,837 1,829 3,097 4,429 8,764 4,991 9,169 2,398 2,255 2,762 1,260 2,323 12,520 3,493 5,763 510 1,608 2,164 2,759 5,355 F-49 5,550 8,866 8,801 11,038 11,365 6,538 12,393 2,293 2,878 1,677 3,198 4,729 8,765 4,995 9,294 2,307 2,305 3,390 1,235 2,428 11,133 4,800 7,875 562 1,633 2,385 2,740 5,548 6,663 10,794 10,601 13,267 13,634 7,847 13,991 2,744 3,376 2,017 3,741 5,797 9,586 7,419 11,784 2,603 2,762 3,875 1,457 2,899 15,473 5,579 9,190 666 1,917 3,136 2,986 6,634 638 3,409 3,363 1,024 1,057 754 113 864 1,130 655 1,257 1,847 40 173 319 1,036 320 1,641 253 331 3,835 2,213 3,739 106 336 827 1,256 760 2013 2001 2001 2014 2014 2013 2016 2001 2001 2001 2001 2002 2016 2015 2015 1998 2012 1996 2010 2012 2005 1996 1996 2010 2010 2005 1997 2012 Initial Cost Buildings & Costs Subsequent to Encumbrances 8,423 2,957 22,952 26,464 Land 1,885 1,370 517 987 500 475 1,486 855 1,810 1,844 484 1,243 2,153 1,039 1,163 664 1,246 1,851 3,354 1,171 1,116 1,460 1,386 1,559 2,014 — 6,459 — — — — 1,245 7,967 9,090 — — 1,795 1,601 2,772 2,283 2,374 4,210 5,604 4,982 2,966 3,739 10,093 Improvements Acquisition 363 770 2343 136 2,849 5,648 127 1,344 262 118 1,411 165 127 280 263 360 93 537 373 58 10 24 1 589 988 1,685 162 116 184 356 173 157 1,245 417 203 — 308 485 137 159 92 87 158 81 64 2,805 21 5,430 3,947 6,008 4,864 5,602 5,322 7,326 4,872 8,925 9,759 2,766 6,129 10,615 3,395 3,801 2,171 6,143 2,986 5,411 10,034 8,575 9,560 12,299 7,685 11,411 28,289 36,180 22,074 17,556 16,803 22,512 6,137 39,279 44,816 17,130 31,603 10,172 9,073 13,570 11,184 11,636 20,638 27,452 24,561 14,620 7,703 35,385 Gross Carrying Amount at December 31, 2016 Buildings & Improvements 5,025 4,083 6,827 5,000 6,815 9,646 7,453 4,877 9,187 9,877 3,114 6,294 10,742 3,091 3,441 2,140 6,236 3,112 5,203 10,092 8,585 9,584 12,300 8,274 10,807 29,439 31,995 19,535 15,628 15,127 22,794 6,324 40,524 45,233 17,333 31,602 9,064 8,260 13,790 11,406 11,782 20,832 27,774 24,642 14,684 9,362 35,406 Land 1,893 1,370 1,043 987 1,072 844 1,486 1,108 1,810 1,844 706 1,243 2,153 1,039 1,163 664 1,246 1,851 3,355 1,171 1,116 1,460 1,386 1,559 2,014 — 6,460 — — — — 1,251 7,967 9,090 — — 1,795 1,601 2,772 2,284 2,374 4,211 5,604 4,982 2,966 4,885 10,093 Total 6,918 5,453 7,870 5,987 7,887 10,490 8,939 5,985 10,997 11,721 3,820 7,537 12,895 4,130 4,604 2,804 7,482 4,963 8,558 11,263 9,701 11,044 13,686 9,833 12,821 29,439 38,455 19,535 15,628 15,127 22,794 7,575 48,491 54,323 17,333 31,602 10,859 9,861 16,562 13,690 14,156 25,043 33,378 29,624 17,650 14,247 45,499 Accumulated Depreciation (B) 1,557 1,476 3,121 701 3,083 2,817 859 2,036 393 343 1,186 849 1,233 1,178 1,312 807 431 1,224 2,058 115 103 65 27 338 2,164 4,665 5,239 3,211 2,572 2,466 3,496 974 6,041 6,382 1,269 517 1,800 1,666 2,269 1,883 1,930 3,411 4,558 2,094 1,249 280 1,031 Year Acquired/ Developed 2006 2005 1996 2012 1997 1997 2013 2002 2015 2015 2001 2012 2013 2005 2005 2005 2014 2006 2006 2016 2016 2016 2016 2015 2010 2011 2011 2011 2011 2011 2012 2012 2012 2012 2014 2016 2010 2010 2011 2011 2011 2011 2011 2014 2014 2015 2016 60,397 88,385 92,805 88,825 43,587 63,220 78,341 47,649 74,238 91,100 38,340 59,645 96,573 50,878 83,995 85,864 50,665 60,290 78,815 46,000 58,325 71,905 36,409 51,200 60,950 74,925 63,725 89,290 89,290 39,332 77,774 93,200 48,665 47,850 80,297 67,245 43,683 90,281 62,750 81,255 57,750 65,150 76,130 18,848 84,145 61,556 96,176 68,279 41,275 77,275 45,745 72,700 75,985 107,790 83,416 101,525 102,450 Holbrook, NY Jamaica I, NY Jamaica II, NY Long Island City, NY New Rochelle I, NY New Rochelle II, NY North Babylon, NY Patchogue, NY Queens I, NY Queens II, NY Riverhead, NY Southold, NY Staten Island, NY Tuckahoe, NY West Hempstead, NY White Plains, NY Woodhaven, NY Wyckoff, NY Yorktown, NY Cleveland I, OH Cleveland II, OH Columbus I, OH Columbus II, OH Columbus III, OH Columbus IV, OH Columbus V, OH Columbus VI, OH Grove City, OH Hilliard, OH Lakewood, OH Lewis Center, OH Middleburg Heights, OH North Olmsted I, OH North Olmsted II, OH North Randall, OH Reynoldsburg, OH Strongsville, OH Warrensville Heights, OH Westlake, OH Conshohocken, PA Exton, PA Langhorne, PA Levittown, PA Malvern, PA Montgomeryville, PA Norristown, PA Philadelphia I, PA Philadelphia II, PA Exeter, RI Johnston, RI Wakefield, RI Woonsocket, RI Antioch, TN Nashville I, TN Nashville II, TN Nashville III, TN Nashville IV, TN Table of Contents 2,029 2,043 5,391 5,700 1,673 3,167 225 1,141 5,158 6,208 1,068 2,079 1,919 2,363 2,237 3,295 2,015 1,961 2,382 525 290 1,234 769 326 443 838 701 1,756 1,361 405 1,056 63 63 290 515 1,290 570 525 509 1,726 541 1,019 926 2,959 975 662 1,461 1,012 547 1,061 823 1,049 588 405 593 416 992 50 2,256 328 33 1,168 412 4,178 42 752 1 201 302 316 262 135 992 74 307 175 265 221 134 121 104 86 79 81 277 255 617 129 2,275 1,517 1,219 3,213 295 406 3,218 224 162 117 289 1,258 1,600 210 773 1,830 160 106 75 35 114 347 755 210 265 374 2,029 2,043 5,391 5,700 1,673 3,762 568 1,141 5,158 6,208 1,068 2,079 1,919 2,363 2,237 3,295 2,015 1,961 2,382 524 289 1,239 769 326 443 838 701 1,761 1,366 405 1,056 332 214 469 898 1,295 570 935 508 1,726 519 1,019 926 2,959 975 638 1,461 1,012 547 1,061 823 1,049 588 405 593 416 992 10,737 11,658 26,413 28,101 4,827 2,713 2,514 5,624 12,339 25,815 1,149 2,238 9,463 17,411 11,030 18,049 11,219 11,113 11,720 2,592 1,427 3,151 3,788 1,607 2,182 4,128 3,454 4,485 3,476 854 5,206 704 704 1,129 2,323 3,295 3,486 766 2,508 8,508 2,668 5,023 5,296 18,198 4,809 3,142 8,334 4,990 2,697 5,229 4,058 5,172 4,906 3,379 4,950 3,469 8,274 F-50 10,787 11,192 26,884 28,134 5,347 18,958 5,544 5,666 13,091 25,816 1,105 2,136 9,779 11,902 11,165 16,549 9,995 9,938 11,909 2,508 1,397 2,809 3,909 1,711 2,268 4,207 3,535 4,144 3,243 1,315 5,335 2,353 1,734 2,023 4,288 3,135 3,059 3,386 2,344 8,670 2,807 5,312 4,853 19,797 5,019 4,045 6,820 5,150 2,803 5,304 4,093 5,286 4,486 3,545 4,466 3,401 7,406 12,816 13,235 32,275 33,834 7,020 22,720 6,112 6,807 18,249 32,024 2,173 4,215 11,698 14,265 13,402 19,844 12,010 11,899 14,291 3,032 1,686 4,048 4,678 2,037 2,711 5,045 4,236 5,905 4,609 1,720 6,391 2,685 1,948 2,492 5,186 4,430 3,629 4,321 2,852 10,396 3,326 6,331 5,779 22,756 5,994 4,683 8,281 6,162 3,350 6,365 4,916 6,335 5,074 3,950 5,059 3,817 8,398 372 4,059 4,391 1,864 1,674 2,898 2,455 392 454 755 475 869 1,090 1,935 1,526 2,983 1,640 1,894 1,957 920 525 981 274 119 158 291 244 1,407 1,117 949 368 1,017 757 1,550 1,892 1,098 910 1,394 904 1,192 379 715 1,833 1,634 699 694 2,618 463 195 368 281 367 1,580 1,210 1,608 1,202 2,610 2015 2001 2011 2014 2005 2012 1998 2014 2015 2016 2005 2005 2013 2011 2012 2011 2011 2010 2011 2005 2005 2006 2014 2014 2014 2014 2014 2006 2006 1989 2014 1980 1979 1988 1998 2006 2007 1980 2005 2012 2012 2012 2001 2013 2012 2011 2001 2014 2014 2014 2014 2014 2005 2005 2005 2006 2006 Encumbrances 2,457 (A) Description Nashville V, TN Nashville VI, TN Allen, TX Austin I, TX Austin II, TX Austin III, TX Austin IV, TX Austin V, TX Austin VI, TX Austin VII, TX Austin VIII, TX Bryan, TX Carrollton, TX Cedar Park, TX College Station, TX Cypress, TX Dallas I, TX Dallas II, TX Square Footage 74,560 72,486 62,710 59,645 64,625 70,560 65,358 67,850 62,770 71,023 61,075 60,400 77,420 89,050 26,550 58,181 58,582 79,023 Initial Cost Buildings & Improvements 4,311 8,443 3,519 2,038 3,894 5,468 4,250 5,175 5,669 6,263 7,007 1,268 3,261 7,950 740 1,773 2,253 4,635 Land 895 2,749 714 2,239 734 1,030 862 1,050 1,150 1,429 2,935 1,394 661 3,350 812 360 2,475 940 Costs Subsequent to Acquisition 104 85 98 255 355 265 197 208 160 79 42 359 124 27 196 140 401 199 Gross Carrying Amount at December 31, 2016 Buildings & Improvements 4,415 8,528 3,617 1,944 3,687 5,074 4,447 5,383 5,829 6,342 7,049 1,390 3,385 7,977 749 1,913 2,207 4,834 Land 895 2,749 714 2,239 738 1,035 862 1,050 1,150 1,429 2,935 1,396 661 3,350 813 360 2,475 940 Total 5,310 11,277 4,331 4,183 4,425 6,109 5,309 6,433 6,979 7,771 9,984 2,786 4,046 11,327 1,562 2,273 4,682 5,774 Accumulated Depreciation (B) 238 293 511 668 1,199 1,623 397 389 406 218 170 448 431 206 247 273 780 481 Year Acquired/ Developed 2015 2015 2012 2005 2006 2006 2014 2014 2014 2015 2016 2005 2012 2016 2005 2012 2005 2013 Dallas III, TX Dallas IV, TX Dallas V, TX Denton, TX Fort Worth I, TX Fort Worth II, TX Fort Worth III, TX Fort Worth IV, TX Frisco I, TX Frisco II, TX Frisco III, TX Frisco IV, TX Frisco V, TX Frisco VI, TX Garland I, TX Garland II, TX Grapevine, TX Houston III, TX Houston IV, TX Houston V, TX Houston VI, TX Houston VII, TX Houston VIII, TX Houston IX, TX Humble, TX Katy, TX Keller, TX Lewisville I, TX Lewisville II, TX Lewisville III, TX Little Elm I, TX Little Elm II, TX Mansfield I, TX Mansfield II, TX Mansfield III, TX McKinney I, TX McKinney II, TX McKinney III, TX North Richland Hills, TX Pearland, TX Richmond, TX Roanoke, TX San Antonio I, TX San Antonio II, TX San Antonio III, TX San Antonio IV, TX Spring, TX Murray I, UT Murray II, UT Salt Lake City I, UT Salt Lake City II, UT Alexandria, VA Arlington, VA Burke Lake, VA Fairfax, VA Fredericksburg I, VA Fredericksburg II, VA Leesburg, VA Manassas, VA McLearen, VA Vienna, VA Divisional Offices 83,229 114,550 54,473 60,846 50,446 72,900 80,445 77,654 50,854 71,399 74,765 76,000 74,415 69,176 70,100 68,425 77,294 61,590 43,750 125,280 54,690 46,991 54,219 51,208 70,702 71,308 61,885 67,340 127,659 101,872 60,065 96,896 63,025 58,025 70,995 47,020 70,050 53,148 57,200 72,050 102,278 59,860 73,509 73,230 71,775 61,500 72,751 60,280 71,621 56,446 51,676 114,100 96,144 91,667 73,265 69,475 61,057 85,503 72,745 68,960 55,064 2,608 2,369 — 553 1,253 868 1,000 1,274 1,093 1,564 1,147 719 1,159 1,064 751 862 1,211 575 960 1,153 575 681 1,294 296 706 1,329 890 476 1,464 1,307 892 1,219 837 662 947 1,632 855 652 2,252 450 1,437 1,337 2,895 1,047 996 829 580 3,847 2,147 2,695 2,074 2,812 6,836 2,093 2,276 1,680 1,757 1,746 860 1,482 2,300 12,857 11,850 11,604 2,936 1,141 4,607 4,928 7,693 3,148 4,507 6,088 4,072 5,714 5,247 3,984 4,578 8,559 524 875 6,122 524 3,355 6,377 1,459 5,727 6,552 4,727 2,525 7,217 15,025 5,529 9,864 4,443 3,261 4,703 1,486 5,076 3,213 2,049 2,216 7,083 1,217 2,635 5,558 5,286 3,891 3,081 1,017 567 712 548 13,865 9,843 10,940 11,220 4,840 5,062 9,894 4,872 8,400 11,340 32,858,399 628,399 2,895,211 179 57 81 224 262 362 66 26 178 163 549 266 116 114 532 250 109 337 557 1,042 5,733 140 307 107 62 72 240 379 291 126 85 57 258 139 154 193 184 61 234 198 175 166 352 197 277 71 259 482 521 519 402 224 95 1,155 289 316 348 168 188 176 132 404 264,975 2,608 2,369 — 569 1,253 874 1,000 1,274 1,093 1,564 1,154 719 1,159 1,064 767 862 1,211 576 961 991 983 681 1,294 296 706 1,329 890 492 1,464 1,307 892 1,219 843 662 947 1,634 857 652 2,252 450 1,437 1,337 2,895 1,052 996 829 580 3,848 2,147 2,696 1,937 2,812 6,836 2,093 2,276 1,680 1,758 1,746 860 1,482 2,300 649,744 13,036 11,907 11,685 2,665 1,167 4,301 4,994 7,719 2,868 4,056 5,831 3,780 5,830 5,361 3,925 4,231 8,668 749 1,231 6,439 4,936 3,495 6,684 1,566 5,789 6,624 4,351 2,468 7,508 15,151 5,614 9,921 4,121 3,400 4,857 1,439 4,635 3,274 1,905 2,414 7,258 1,157 2,456 5,062 4,841 3,962 2,849 1,283 917 1,045 785 14,089 9,938 10,499 11,509 4,483 15,644 14,276 11,685 3,234 2,420 5,175 5,994 8,993 3,961 5,620 6,985 4,499 6,989 6,425 4,692 5,093 9,879 1,325 2,192 7,430 5,919 4,176 7,978 1,862 6,495 7,953 5,241 2,960 8,972 16,458 6,506 11,140 4,964 4,062 5,804 3,073 5,492 3,926 4,157 2,864 8,695 2,494 5,351 6,114 5,837 4,791 3,429 5,131 3,064 3,741 2,722 16,901 16,774 12,592 13,785 6,163 859 674 527 838 398 1,407 291 168 987 1,405 1,857 760 514 375 1,269 1,310 183 281 377 1,923 881 549 943 225 200 647 1,418 780 799 409 157 257 1,344 495 47 497 1,531 209 648 338 721 394 839 1,566 1,468 36 929 487 324 378 298 2,008 609 1,971 1,569 1,460 4,718 8,774 4,396 7,421 11,472 404 2,928,275 6,476 10,520 5,256 8,903 13,772 404 3,578,019 1,557 1,414 860 1,420 1,571 68 558,191 2014 2015 2015 2006 2005 2006 2015 2016 2005 2005 2006 2010 2014 2014 2006 2006 2016 2005 2005 2006 2011 2012 2012 2012 2015 2013 2006 2006 2013 2016 2016 2016 2006 2012 2016 2005 2006 2014 2005 2012 2013 2005 2005 2006 2007 2016 2006 2005 2005 2005 2005 2012 2015 2011 2012 2005 2005 2011 2010 2010 2012 (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): Storage properties* Balance at beginning of year Acquisitions & improvements Fully depreciated assets Dispositions and other Construction in progress Balance at end of year Accumulated depreciation* Balance at beginning of year 2016 2015 $ $ $ 3,467,032 490,980 (61,232) — 101,400 3,998,180 594,049 $ $ $ 3,117,198 344,775 (13,493) (33,921) 52,473 3,467,032 492,069 Depreciation expense Fully depreciated assets Dispositions and other Balance at end of year Storage properties, net 138,547 (61,232) — 671,364 3,326,816 $ $ 122,076 (13,493) (6,603) 594,049 2,872,983 $ $ * These amounts include equipment that is housed at the Company’s stores which is excluded from Schedule III above. F-51 CubeSmart Computation of Ratio of Earnings to Fixed Charges (dollars in thousands) 2012 Year Ended December 31, 2014 2015 2013 Exhibit 12.1 2016 Earnings before fixed charges: Add: (Loss) income from continuing operations Fixed charges - per below Less: Capitalized interest Earnings before fixed charges Fixed charges: Interest expense (including amortization of premiums and discounts related to indebtedness) * Capitalized interest Estimate of interest within rental expense Total Fixed Charges $ (13,276) $ 44,329 10,409 44,109 $ 26,366 50,470 $ 78,756 48,760 $ 88,376 57,689 (185) (851) (1,328) (2,550) (4,563) 30,868 53,667 75,508 124,966 141,502 43,994 185 150 43,108 851 150 48,992 1,328 150 46,060 2,550 150 52,976 4,563 150 44,329 44,109 50,470 48,760 57,689 Income allocated to preferred shareholders Total combined fixed charges and preferred distributions 6,008 50,337 6,008 50,117 6,008 56,478 6,008 54,768 5,045 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. CubeSmart L.P. Computation of Ratio of Earnings to Fixed Charges (dollars in thousands) 2012 Year Ended December 31, 2014 2015 2013 Exhibit 12.2 2016 $ (13,276) $ 44,329 10,409 44,109 $ 26,366 50,470 $ 78,756 48,760 $ 88,376 57,689 (185) (851) (1,328) (2,550) (4,563) 30,868 53,667 75,508 124,966 141,502 Earnings before fixed charges: Add: (Loss) income from continuing operations Fixed charges - per below Less: Capitalized interest Earnings before fixed charges 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 Estimate of interest within rental expense Total Fixed Charges 185 150 851 150 1,328 150 2,550 150 4,563 150 44,329 44,109 50,470 48,760 57,689 Income allocated to preferred shareholders Total combined fixed charges and preferred distributions 6,008 50,337 6,008 50,117 6,008 56,478 6,008 54,768 5,045 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. Jurisdiction of Organization Exhibit 21.1 Subsidiary 186 Jamaica Ave TRS, LLC 186 JAMAICA AVE, LLC 191 III CUBE 2 LLC 191 III CUBE BORDEAUX SUB, LLC 191 III CUBE CHATTANOOGA SUB, LLC 191 III CUBE FL SUB LLC 191 III CUBE GA SUB LLC 191 III CUBE GOODLETTSVILLE I SUB, G.P. 191 III CUBE GOODLETTSVILLE II SUB, G.P. 191 III CUBE GRANDVILLE SUB, LLC 191 III CUBE KNOXVILLE I SUB, G.P. 191 III CUBE KNOXVILLE II SUB, G.P. 191 III CUBE KNOXVILLE III SUB, G.P. 191 III Cube LLC 191 III CUBE MA SUB LLC 191 III CUBE MI SUB LLC 191 III CUBE MURFREESBORO SUB, LLC 191 III CUBE NC SUB LLC 191 III CUBE NEW BEDFORD SUB, LLC 191 III CUBE OLD HICKORY SUB, LLC 191 III CUBE SC SUB LLC 191 III CUBE SUB HOLDINGS 1 LLC 191 III CUBE SUB HOLDINGS 2 LLC 191 III CUBE SUB HOLDINGS 3 LLC 191 III CUBE SUB HOLDINGS 4 LLC 191 III CUBE SUB HOLDINGS 5 LLC 191 III CUBE SUB HOLDINGS 6 LLC 191 III CUBE SUB HOLDINGS 7 LLC 191 III CUBE SUB HOLDINGS 8 LLC 191 III CUBE TN SUB LLC 191 III CUBE TRINITY SUB, LLC 2225 46TH ST, LLC 2301 TILLOTSON AVE, LLC 251 JAMAICA AVE, LLC 2880 Exterior St, LLC 3068 CROPSEY AVENUE, LLC 444 55TH STREET HOLDINGS TRS, LLC 444 55TH STREET HOLDINGS, LLC 444 55TH STREET VENTURE, LLC 444 55TH STREET, LLC 5 Old Lancaster Associates, LLC CONSHOHOCKEN GP II, LLC CS FLORIDA AVENUE, LLC CS SDP EVERETT BORROWER, LLC CS SDP Everett, LLC CS SDP WALTHAM BORROWER, LLC CS SDP WALTHAM, LLC CS SJM E 92ND STREET OWNER, LLC CS SJM E 92ND STREET, LLC Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Pennsylvania Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware CS SNL New York Ave TRS, LLC CS SNL NEW YORK AVE, LLC CS SNL OPERATING COMPANY, LLC CS VENTURE I, LLC Subsidiary CS WALPOLE, LLC CUBE HHF Limited Partnership CUBE HHF NORTHEAST CT, LLC CUBE HHF NORTHEAST MA, LLC CUBE HHF NORTHEAST RI, LLC CUBE HHF NORTHEAST SUB HOLDINGS LLC CUBE HHF NORTHEAST TRS, LLC CUBE HHF NORTHEAST VENTURE LLC CUBE HHF NORTHEAST VT, LLC CUBE HHF TRS, LLC CUBE III TN ASSET MANAGEMENT, LLC CUBE III TRS 2 LLC CUBE III TRS LLC CUBE VENTURE GP, LLC CubeSmart CubeSmart Asset Management, LLC CUBESMART BARTOW, LLC CUBESMART BOSTON ROAD, LLC CUBESMART CLINTON, LLC CUBESMART CYPRESS, LLC CUBESMART EAST 135TH, LLC CubeSmart Management, LLC CUBESMART SOUTHERN BLVD, LLC CUBESMART SWISS AVE, LLC CUBESMART TEMPLE HILLS, LLC CUBESMART TIMONIUM BORROWER, LLC CubeSmart Timonium, LLC CubeSmart TRS, Inc. CubeSmart, L.P. EAST COAST GP, LLC EAST COAST STORAGE PARTNERS, L.P. FREEHOLD MT, LLC LANGHORNE GP II, LLC Lantana Property Owner’s Association, Inc. MONTGOMERYVILLE GP II, LLC Old Lancaster Venture, L.P. PSI Atlantic Austin TX, LLC PSI Atlantic Brockton MA, LLC PSI Atlantic Cornelius NC, LLC PSI Atlantic Haverhill MA, LLC PSI Atlantic Holbrook NY, LLC PSI Atlantic Humble TX, LLC PSI Atlantic Lawrence MA, LLC PSI Atlantic Lithia Springs GA, LLC PSI Atlantic Nashville TN, LLC PSI Atlantic NPB FL, LLC PSI Atlantic Pineville NC, LLC PSI Atlantic REIT, Inc. PSI Atlantic Surprise AZ, LLC PSI Atlantic TRS, LLC PSI Atlantic Villa Rica GA, LLC PSI Atlantic Villa Rica Parcel Owner, LLC R STREET STORAGE ASSOCIATES, LLC SHIRLINGTON RD II, LLC Subsidiary SHIRLINGTON RD TRS, LLC SHIRLINGTON RD, LLC SOMERSET MT, LLC Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Maryland Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Ohio Delaware Delaware Delaware Delaware Delaware Florida Delaware Pennsylvania Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Maryland Delaware Delaware Delaware Delaware Jurisdiction of Organization Jurisdiction of Organization STORAGE PARTNERS OF CONSHOHOCKEN, L.P. Storage Partners of Freehold II, LLC Storage Partners of Langhorne II, LP STORAGE PARTNERS OF MONTGOMERYVILLE, L.P. STORAGE PARTNERS OF SOMERSET, LLC UNITED-HSRE I, L.P. U-Store-It Development LLC U-Store-It Trust Luxembourg S.ar.l. Wider Reach, LLC YSI HART TRS, INC YSI I LLC YSI II LLC YSI X GP LLC YSI X LP YSI X LP LLC YSI XV LLC YSI XX GP LLC YSI XX LP YSI XX LP LLC YSI XXX LLC YSI XXXI, LLC YSI XXXIII, LLC YSI XXXIIIA, LLC YSI XXXVII, LLC Delaware Delaware Delaware Delaware Delaware Delaware Delaware Luxembourg Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Consent of Independent Registered Public Accounting Firm Exhibit 23.1 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 The Partners of CubeSmart, L.P.: Consent of Independent Registered Public Accounting Firm Exhibit 23.2 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. /s/ KPMG LLP Philadelphia, Pennsylvania February 17, 2017 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31.1 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. Date: February 17, 2017 /s/ Christopher P. Marr Christopher P. Marr Chief Executive Officer 1 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31.2 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. Date: February 17, 2017 /s/ Timothy M. Martin Timothy M. Martin Chief Financial Officer 1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31.3 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. Date: February 17, 2017 /s/ Christopher P. Marr Christopher P. Marr Chief Executive Officer 1 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31.4 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. Date: February 17, 2017 /s/ Timothy M. Martin Timothy M. Martin Chief Financial Officer 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 Exhibit 32.1 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. Date: February 17, 2017 Date: February 17, 2017 /s/ Christopher P. Marr Christopher P. Marr Chief Executive Officer /s/ Timothy M. Martin Timothy M. Martin Chief Financial Officer 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 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. Date: February 17, 2017 /s/ Christopher P. Marr Christopher P. Marr Chief Executive Officer /s/ Timothy M. Martin 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. Timothy M. Martin Chief Financial Officer 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 1 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. 2 · 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 requirements, (b) gross income tests, (c) asset tests, and (d) annual distribution requirements. To qualify as a REIT, CubeSmart must elect to be treated as a REIT, and CubeSmart must meet various (a) organizational 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); individuals, which the U.S. federal income tax laws define to include certain entities, during the last half of any taxable year; 6) Not more than 50% in value of its outstanding shares or ownership certificates is owned, directly or indirectly, by five or fewer satisfies all relevant filing and other administrative requirements established by the IRS that must be met to elect and maintain REIT status; 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 3 federal income tax laws; and 8) It uses a calendar year for U.S. federal income tax purposes and complies with the recordkeeping requirements of the U.S. of its income. 9) It meets certain other qualifications, tests described below, regarding the nature of its income and assets and the distribution 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 4 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.” qualifying income for purposes of the 75% and 95% gross income tests, only if the following conditions are met: Rents from Real Property. Rent that CubeSmart receives from its real property will qualify as “rents from real property,” which is 5 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 6 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. 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 Interest. The term “interest” generally does not include any amount received or accrued, directly or indirectly, if the 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 7 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 8 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. quarter of each taxable year. Asset Tests. To maintain its qualification as a REIT, CubeSmart also must satisfy the following asset tests at the end of each 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; 9 · 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. may not exceed 5% of the value of its total assets, or the “5% asset test.” Second, of CubeSmart’s investments not included in the 75% asset class, the value of its interest in any one issuer’s securities power or value of any one issuer’s outstanding securities, or the “10% vote test” and “10% value test,” respectively. Third, of CubeSmart’s investments not included in the 75% asset class, CubeSmart may not own more than 10% of the voting represented by securities of one or more taxable REIT subsidiaries. Fourth, not more than 25% (20% for taxable years beginning after December 31, 2017) of the value of CubeSmart’s assets may be 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.” 10 · 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.” securities issued by the partnership, without regard to the securities described in the last two bullet points above. For purposes of the 10% value test, its proportionate share of the assets of a partnership is its proportionate interest in any 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. and deemed distributions of retained capital gain, to its shareholders in an aggregate amount not less than the sum of Annual Distribution Requirements. Each taxable year, CubeSmart must distribute dividends, other than capital gain dividends · 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. 11 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. distributions with declaration and record dates falling in the last three months of the calendar year, at least the sum of: If CubeSmart fails to distribute during a calendar year, or by the end of January of the following calendar year in the case 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 12 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 The state and local tax treatment in such jurisdictions may differ from the U.S. federal income tax treatment described above. We may be subject to taxation by various states and localities, including those in which we transact business or own property. 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. federal income tax purposes if it: An organization with at least two owners or members will be classified as a partnership, rather than as a corporation, for U.S. · 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 13 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 14 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. 15 Taxation of Shareholders Taxation of Taxable U.S. Shareholders purposes, is: The term “U.S. shareholder” means a holder of CubeSmart common shares or preferred shares that, for U.S. federal income tax · 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 16 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. 17 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 18 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 19 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. more than 10% of the value of its shares, or CubeSmart from becoming a pension-held REIT. Certain restrictions on ownership and transfer of CubeSmart’s shares should generally prevent a tax-exempt entity from owning consequences of the acquisition, ownership and disposition of CubeSmart shares. Tax-exempt U.S. shareholders are urged to consult their tax advisor regarding the U.S. federal, state, local and foreign tax 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 20 · 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. 21 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. 22 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. 23 refund or a credit against the shareholder’s income tax liability, provided the required information is timely furnished to the IRS. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a 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. income tax purposes: As used herein, a “U.S. Holder” means a beneficial owner of debt securities of the Operating Partnership, who is, for U.S. federal · 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 paid or accrued, in accordance with the U.S. Holder’s method of accounting for U.S. federal income tax purposes. 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 24 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. determination in the prospectus relating to those debt securities. If we determine that particular debt securities of a series will bear interest that is not qualified stated interest, we will disclose that 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. 25 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. 26 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. exchange, retirement, redemption or other taxable disposition of such debt securities in an amount equal to the difference between: Sale, Exchange and Retirement of Debt Securities. A U.S. Holder of debt securities will recognize gain or loss upon the sale, · 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 unrelated business taxable income to a tax-exempt holder. As a result, a tax-exempt holder Assuming the debt security is debt for tax purposes, interest income accrued on the debt security should not constitute 27 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. withholding tax under the “portfolio interest exemption,” provided that: Interest. Interest (including OID) paid to a non-U.S. Holder of debt securities will not be subject to U.S. federal income or · 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. different rules. Non-U.S. Holders are urged to consult their own tax advisors regarding applicable income tax treaties, which may provide 28 tax on gain realized on the sale, exchange or redemption of debt securities unless: Sale or Retirement of Debt Securities. A non-U.S. Holder generally will not be subject to U.S. federal income tax or withholding · 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. 29 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. withholding and the procedure for obtaining such an exemption, if applicable. Holders of debt securities are urged to consult their tax advisors regarding their qualification for exemption from backup 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. 30 BOARD OF TRUSTEES CORPORATE OFFICERS CORPORATE INFORMATION Christopher P. Marr President and Chief Executive Officer Timothy M. Martin Chief Financial Officer Transfer Agent American Stock Transfer & Trust Co., LLC Operations Center 6201 15th Avenue Brooklyn, NY 11219 877.237.6885 Jeffrey P. Foster Senior Vice President and Chief Legal Officer and Secretary Stock Listing CubeSmart trades on the New York Stock Exchange under the symbol CUBE Annual Meeting The annual meeting of shareholders will be held at 5 Old Lancaster Road Malvern, PA 19355 on May 31, 2017 at 8:00 A.M. ET Corporate Headquarters 5 Old Lancaster Road Malvern, PA 19355 Investor Relations 5 Old Lancaster Road Malvern, PA 19355 610.535.5700 Form 10-K The Annual Report on Form 10-K filed with the Securities and Exchange Commission is available to shareholders without charge upon written request to: Investor Relations 5 Old Lancaster Road Malvern, PA 19355 610.535.5700 Internet Financial statements and other information are available electronically on CubeSmart’s web site at www.cubesmart.com William M. Diefenderfer III Chairman of the Board Partner, Diefenderfer, Hoover, Boyle & Wood Christopher P. Marr President and Chief Executive Officer Piero Bussani Managing Director & Chief Legal Officer Digital Bridge Holdings, LLC John W. Fain Senior Vice President, Sales & Marketing (retired) UPS Freight Marianne M. Keler Partner, Keler & Kershow, PLLC John F. Remondi President and Chief Executive Officer, Navient Jeffrey F. Rogatz Managing Director, Robert W. Baird & Co. Deborah Ratner Salzberg President, Forest City Washington, Inc. CubeSmart submitted to the New York Stock Exchange the certification of the Chief Executive Officer certifying that he is not aware of any violation of the New York Stock Exchange corporate governance listing standards in effect at the time of the submission of such certificate. In addition, the Company has filed, as exhibits 31.1, 31.2, 31.3 and 31.4 to the Annual Report on Form 10-K for the year ended December 31, 2016, the certifications of the Chief Executive Officer and Chief Financial Officer, respectively, required by Section 302 of the Sarbanes-Oxley Act of 2002 regarding the quality of CubeSmart and CubeSmart L.P.’s public disclosure. Forward-looking Statements This Annual Report contains certain forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 the Company believes 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. Risk, uncertainties and other factors that might cause such differences, some of which could be material, include but are not limited to: national and local economic, business, real estate and other market conditions; the competitive environment in which the Company operates, including the Company’s ability to maintain or raise occupancy and rental rates; the execution of the Company’s business plan; the availability of external sources of capital; financing risks, including the risk of over-leverage and the corresponding risk of default on the Company’s 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; the Company’s ability to maintain its status 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 other risks identified in this Annual Report and, from time to time, in other reports that the Company files with the Securities and Exchange Commission or in other documents that the Company publicly disseminates. The Company undertakes 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. 5 Old Lancaster Road Malvern, PA 19355 www.cubesmart.com (Back To Top) 

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