National Storage Affiliates Trust Annual Report 2021

Plain-text annual report

O U R C O R E V A L U E S ACCOUNTABILITY HUMILITY N A T I O N A L S T O R A G E A F F I L I A T E S | 2 0 2 1 A N N U A L R E P O R T M U L T I - F A C E T E D GROWTH STRATEGY COMPASSION INTEGRITY 2 0 2 1 A N N U A L R E P O R T N AT I O N A L S TO R AG E A F F I L I AT E S .C O M DEAR FELLOW SHAREHOLDERS DEAR FELLOW SHAREHOLDERS DEAR FELLOW SHAREHOLDERS DEAR FELLOW SHAREHOLDERS DEAR FELLOW SHAREHOLDERS 2021 was truly a year that goes down in the books as a record-setting year for our Company. We ended the year on a high note, achieving some of the strongest operating results in the history of the self storage industry. The unprecedented demand for self storage, combined with the beneﬁ ts of our differentiated Participating Regional Operator (PRO) structure, drove a sector-leading, banner year for NSA, including: Record same store revenue growth of 15.1%, Record same store net operating income (NOI) growth of 19.8%, Acquisition volume of $2.2 billion, the highest in our history, and Sector-leading Core FFO per share growth of 32%, also the highest in our history. With these record results, it’s not surprising we were able to continue to grow our dividend with three quarterly increases in 2021, resulting in dividends paid growing 18% in 2021, and continuing our track record of robust annual dividend growth since our IPO in 2015. We’re most proud of our record-breaking Total Shareholder Return of 98% for 2021, more than doubling the total returns of the MSCI US REIT index (RMZ), which rose 43% in 2021. Those healthy returns further contributed to our outperformance since our IPO. 2021 TOTAL RETURN 120% 98% 100% 85% 80% 60% 40% 20% 43% 29% TOTAL RETURN SINCE IPO 604% 700% 600% 500% 400% 300% 200% 100% 228% 157% 94% 82% 0% NSA Storage Peer Avg. S&P 500 Russell 2000 RMZ Source: S&P Global Market Intelligence Our multi-faceted growth strategy continues to deliver results. Active participation in the consolidation of the highly fragmented self storage sector continues to be an integral component of our growth strategy. Our differentiated PRO structure is a key factor in our ability to execute this strategy. In 2021, approximately half of our $2.2 billion total acquisition volume was sourced by our PROs, including over $300 million from our captive acquisition pipeline. ACQUISITIONS SINCE IPO $ Millions $2,500 $2,000 $1,500 $1,351.40 $1,000 $2,175 $1,651.50 15% $500 $313 $486.10 $447.80 $565.20 0% NSA Storage Peer Avg. RMZ S&P 500 Russell 2000 $0 2015 2016 2017 2018 2019 2020 2021 Source: S&P Global Market Intelligence Wholly-Owned Joint Venture Here is what you can expect from us in 2022: A keen focus on the integration of the 200-plus properties we acquired in 2021 while optimizing the revenue growth opportunities inherent in these properties, Leveraging our multiple technology platforms to enhance customer experience and drive revenue growth, Further demonstrating the strength of our multi-faceted growth strategy while maintaining our investment and balance sheet discipline, Continued exceptional growth in Core FFO per share leading to increasing dividends and shareholder returns, and Continued commitment to the environment and the communities in which we operate through energy saving initiatives and growth in our charitable efforts. While the self storage industry has proven its strength and resilience, NSA has the depth of experience and leadership talent to maintain our top-tier performance. Our core values of Integrity, Accountability, Humility and Compassion remain our true north. We will continue to support our team members and our PROs as well as each of the communities in which we operate, all while delivering attractive returns for all stakeholders. In closing, we especially thank our team members and PROs for their tremendous efforts in delivering a record year of performance, our Board of Trustees for their valued counsel, and you, our investors, for your continued support. ARLEN D. NORDHAGEN Executive Chairman TAMARA D. FISCHER President and Chief Executive Ofﬁ cer It would be a signiﬁ cant oversight if we didn’t give credit for our record achievements to our team members and PROs across the country. In the face of the second year of a global pandemic and a very diffi cult employment market across the country, our team was able to deliver sector-leading results on all key ﬁ nancial metrics while at the same time closing a record year of acquisition volume. Building off a record 2021, we kicked off 2022 with another accretive event—the retirement of Northwest Self Storage, one of our founding PROs. The retirement of Northwest, the second of our founding PROs to make this decision, was effective on January 1, 2022. The transfer of management of the properties to NSA’s corporate platforms was seamless and the transaction is expected to be accretive to earnings in 2022, demonstrating yet another beneﬁ t of the PRO structure to NSA shareholders. Our robust growth is supported by attractive industry fundamentals. The self storage industry continues to beneﬁ t from healthy customer demand which has driven occupancy levels to record highs, in turn supporting strong rental rate growth. Meanwhile, new supply of self storage facilities is likely to remain muted through 2022 and well into 2023, due in part to delays in the permitting and approval process combined with supply chain difﬁ culties and rising land, material and labor costs. The combination of these factors leads to a favorable backdrop for 2022. We believe primary headwinds in 2022 may come from increasing geopolitical and macroeconomic risk factors, which could ultimately slow the economy. ARLEN D. NORDHAGEN TAMARA D. FISCHER ESG HIGHLIGHTS ESG HIGHLIGHTS ESG HIGHLIGHTS ESG HIGHLIGHTS ESG HIGHLIGHTS ESG HIGHLIGHTS ESG HIGHLIGHTS ESG HIGHLIGHTS ESG HIGHLIGHTS ESG HIGHLIGHTS ESG HIGHLIGHTS ESG HIGHLIGHTS ESG HIGHLIGHTS ESG HIGHLIGHTS ESG HIGHLIGHTS ESG HIGHLIGHTS ESG HIGHLIGHTS Charitable Initiatives: In 2021, NSA donated the equivalent of over 750,000 meals in partnership with Feeding America, a nationwide network of food banks that feeds more than 40 million people through food pantries and meal programs in communities across America and leads the nation in the ﬁ ght against hunger. Environmental: Over 890 of our properties, or approximately 85% of our portfolio, beneﬁ t from LED lighting, which reduces energy consumption and lowers our utility costs. Corporate Governance: Our ESG steering committee was formed in 2019 and reports to the CNCG committee of the Board. Our ESG steering committee assists our Board and the CNCG committee in setting NSA’s strategy with respect to environmental, social and governance related matters. Diversity and Inclusion: Approximately 59% of our 1,175 employees are women and approximately 33% self-identiﬁ ed as racially or ethnically diverse. Employee Development: NSA provides effective, efﬁ cient, and engaging learning solutions that help our employees train for today, learn for tomorrow, and develop for the future. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37351 National Storage Affiliates Trust (Exact name of Registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 46-5053858 (I.R.S. Employer Identification No.) 8400 East Prentice Avenue, 9th Floor Greenwood Village, Colorado 80111 (Address of principal executive offices) (Zip code) (720) 630-2600 (Registrant's telephone number including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Shares of Beneficial Interest, $0.01 par value per share Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share Trading symbols Name of each exchange on which registered NSA New York Stock Exchange NSA Pr A New York Stock Exchange Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large Accelerated Filer Non-accelerated Filer ☒ ☐ Accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of the voting and non-voting common shares of beneficial interest of National Storage Affiliates Trust held by non-affiliates of National Storage Affiliates Trust was approximately $3.9 billion as of June 30, 2021. As of February 24, 2022, 91,394,351 common shares of beneficial interest, $0.01 par value per share, were outstanding. Documents Incorporated by Reference Portions of the registrant's definitive proxy statement for its annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K. Auditor Name: KPMG LLP Auditor Location: Denver, Colorado Auditor Firm ID: 185 NATIONAL STORAGE AFFILIATES TRUST TABLE OF CONTENTS ANNUAL REPORT ON FORM 10-K For the Fiscal Year Ended December 31, 2021 Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures PART I PART II Market for the 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 Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PART III Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services Exhibits and Financial Statement Schedules Form 10-K Summary PART IV Page 5 16 31 31 33 33 34 36 37 55 55 55 55 56 56 56 56 56 57 57 60 Item 1. 1A. 1B. 2. 3. 4. 5. 6. 7. 7A. 8. 9. 9A. 9B. 10. 11. 12. 13. 14. 15. 16. 3 Table of Contents FORWARD-LOOKING STATEMENTS National Storage Affiliates Trust and its consolidated subsidiaries (the "Company", "NSA," "we," "our", and "us") make forward-looking statements in this report that are subject to risks and uncertainties. These forward- looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. When we use the words "believe," "expect," "anticipate," "estimate," "plan," "continue," "intend," "should," "may," or similar expressions, we intend to identify forward- looking statements. The forward-looking statements contained in this report reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions, and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. One of the most significant factors is the ongoing and potential impact of the COVID-19 pandemic on the economy, the self storage industry and the broader financial markets, which may have a significant negative impact on the Company's financial condition, results of operations and cash flows. The Company is unable to predict whether the continuing effects of the COVID-19 pandemic will trigger a further economic slowdown or a recession and to what extent the Company will experience disruptions related to the COVID-19 pandemic. In particular, it is difficult to fully assess the impact of COVID-19 at this time due to, among other factors, uncertainty regarding the severity and duration of the outbreak domestically and internationally and uncertainty regarding the effectiveness of federal, state and local governments' efforts to contain the spread of COVID-19 and respond to its direct and indirect impact on the U.S. economy and economic activity, including the number and severity of new variants, the rate and level of persons receiving vaccinations and the efficacy of such vaccines. The current COVID-19 pandemic has impacted, and is likely to continue to impact, directly or indirectly, many of the other important factors below and the risks described under Item 1A below, and the Company's subsequent filings under the Exchange Act. Statements regarding the following subjects, among others, may be forward-looking: • • • • • • • • • • • • • • • • market trends in our industry, interest rates, the debt and lending markets or the general economy; our business and investment strategy; the acquisition of properties, including those under contract, and the ability of our acquisitions to achieve underwritten capitalization rates and our ability to execute on our acquisition pipeline; the internalization of retiring participating regional operators ("PROs") into the Company; the timing of acquisitions; our relationships with, and our ability and timing to attract additional, PROs; our ability to effectively align the interests of our PROs with us and our shareholders; the integration of our PROs and their managed portfolios into the Company, including into our financial and operational reporting infrastructure and internal control framework; our operating performance and projected operating results, including our ability to achieve market rents and occupancy levels, reduce operating expenditures and increase the sale of ancillary products and services; our ability to access additional off-market acquisitions; actions and initiatives of the U.S. federal, state and local government and changes to U.S. federal, state and local government policies and the execution and impact of these actions, initiatives and policies; the state of the U.S. economy generally or in specific geographic regions, states, territories or municipalities; economic trends and economic recoveries; our ability to obtain and maintain financing arrangements on favorable terms; general volatility of the securities markets in which we participate; the negative impacts from the continued spread of COVID-19 on the economy, the self storage industry, the broader financial markets, the Company's financial condition, results of operations and cash flows and the ability of the Company's tenants to pay rent; 4 Table of Contents • • • • • • • • • • • • changes in the value of our assets; projected capital expenditures; the impact of technology on our products, operations, and business; the implementation of our technology and best practices programs (including our ability to effectively implement our integrated Internet marketing strategy); changes in interest rates and the degree to which our hedging strategies may or may not protect us from interest rate volatility; impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters; our ability to continue to qualify and maintain our qualification as a real estate investment trust for U.S. federal income tax purposes ("REIT"); availability of qualified personnel; the timing of conversions of each series of Class B common units of limited partner interest ("subordinated performance units") in NSA OP, LP (our "operating partnership") and subsidiaries of our operating partnership into Class A common units of limited partner interest ("OP units") in our operating partnership, the conversion ratio in effect at such time and the impact of such convertibility on our diluted earnings (loss) per share; the risks of investing through joint ventures, including whether the anticipated benefits from a joint venture are realized or may take longer to realize than expected; estimates relating to our ability to make distributions to our shareholders in the future; and our understanding of our competition. The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptions, and expectations can change as a result of many possible events or factors, not all of which are known to us. Readers should carefully review our financial statements and the notes thereto, as well as the sections entitled "Business," "Risk Factors," "Properties," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," described in Item 1, Item 1A, Item 2 and Item 7, respectively, of this Annual Report on Form 10-K and the other documents we file from time to time with the Securities and Exchange Commission. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. PART I Item 1. Business General National Storage Affiliates Trust is a fully integrated, self-administered and self-managed real estate investment trust organized in the state of Maryland on May 16, 2013. We have elected and we believe that we have qualified to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2015. We serve as the sole general partner of our operating partnership subsidiary, NSA OP, LP (our "operating partnership"), a Delaware limited partnership formed on February 13, 2013 to conduct our business, which is focused on the ownership, operation, and acquisition of self storage properties predominantly located within the top 100 metropolitan statistical areas ("MSAs") throughout the United States. As of December 31, 2021, we held ownership interests in and operated a geographically diversified portfolio of 1,050 self storage properties, located in 42 states and Puerto Rico, comprising approximately 67.8 million rentable square feet, configured in approximately 5 Table of Contents 533,000 storage units. We completed our initial public offering in 2015 and our common shares of beneficial interest, $0.01 par value per share ("common shares"), are listed on the New York Stock Exchange under the symbol "NSA." Our executive chairman of the board of trustees and former chief executive officer, Arlen D. Nordhagen, co- founded SecurCare Self Storage, Inc. in 1988 to invest in and manage self storage properties. While growing SecurCare to over 150 self storage properties, Mr. Nordhagen recognized a market opportunity for a differentiated public self storage REIT that would leverage the benefits of national scale by integrating multiple experienced regional self storage operators with local operational focus and expertise. We believe that his vision, which is the foundation of the Company, aligns the interests of our participating regional operators ("PROs"), with those of our public shareholders by allowing our PROs to participate alongside our shareholders in our financial performance and the performance of our PROs' "managed portfolios", which means, with respect to each PRO, the portfolio of properties that such PRO manages on our behalf. A key component of this strategy is to capitalize on the local market expertise and knowledge of regional self storage operators by maintaining the continuity of their roles as property managers. We believe that our structure creates the right financial incentives to accomplish these objectives. We require our PROs to exchange the self storage properties they contribute to the Company for a combination of OP units and subordinated performance units in our operating partnership or subsidiaries of our operating partnership that issue units intended to be economically equivalent to the OP units and subordinated performance units issued by our operating partnership ("DownREIT partnerships"). OP units, which are economically equivalent to our common shares, create alignment with the performance of the Company as a whole. Subordinated performance units, which are linked to the performance of specific managed portfolios, incentivize our PROs to drive operating performance and support the sustainability of the operating cash flow generated by the self storage properties that they manage on our behalf. Because subordinated performance unit holders receive distributions only after portfolio-specific minimum performance thresholds are satisfied, subordinated performance units play a key role in aligning the interests of our PROs with us and our shareholders. Our structure thus offers PROs a unique opportunity to serve as regional property managers for their managed portfolios and directly participate in the potential upside of those properties while simultaneously diversifying their investment to include a broader portfolio of self storage properties. We believe our structure provides us with a competitive growth advantage over self storage companies that do not offer property owners the ability to participate in the performance and potential future growth of their managed portfolios. We believe that our national platform has significant potential for continued external and internal growth. We seek to further expand our platform by continuing to recruit additional established self storage operators as well as opportunistically partnering with institutional funds and other institutional investors in strategic joint venture arrangements while integrating our operations through the implementation of centralized initiatives, including management information systems, revenue enhancement, and cost optimization programs. We are currently engaged in preliminary discussions with additional self storage operators and believe that we could add one to three more PROs in addition to the PROs we have currently, which will enhance our existing geographic footprint and allow us to enter regional markets in which we currently have limited or no market share. During the year ended December 31, 2021, one of our largest PROs, Kevin Howard Real Estate, Inc., d/b/a Northwest Self Storage and its controlled affiliates ("Northwest"), notified us of Northwest's election to retire as one of our PROs effective January 1, 2022. As a result of the retirement, on January 1, 2022, management of our properties in the Northwest managed portfolio was transferred to us and the related Northwest brand name and intellectual property was internalized by us, and we discontinued payment of any supervisory and administrative fees or reimbursements to Northwest. In addition, on January 1, 2022, we issued a non-voluntary conversion notice to convert all subordinated performance units related to Northwest's managed portfolio into OP units. As part of the internalization, most of Northwest's employees were offered and provided employment by us and continue managing the same portfolio of properties as members of our existing property management platform. Our Property Management Platform Through our property management platform, we direct, manage and control the day-to-day operations and affairs of certain consolidated properties and our unconsolidated real estate ventures under our iStorage and SecurCare brands and, commencing on January 1, 2022, our Northwest brand. As of December 31, 2021, our property management platform managed and controlled 415 of our consolidated properties and 177 of our unconsolidated real estate venture properties. 6 Table of Contents We earn certain customary fees for managing and operating the properties in the unconsolidated real estate ventures and we facilitate tenant insurance and/or tenant warranty protection programs for tenants at these properties in exchange for half of all proceeds from such programs. Our PROs The Company had ten PROs as of December 31, 2021: Northwest, Optivest Properties LLC and its controlled affiliates ("Optivest"), Move It Self Storage and its controlled affiliates ("Move It"), Guardian Storage Centers LLC and its controlled affiliates ("Guardian"), Southern Storage Management Systems, Inc. d/b/a Southern Self Storage ("Southern"), Blue Sky Self Storage LLC, a strategic partnership between Argus Professional Storage Management and GYS Development LLC ("Blue Sky"), affiliates of Investment Real Estate Management, LLC d/b/a Moove In Self Storage ("Moove In"), Hide-Away Storage Services, Inc. and its controlled affiliates ("Hide-Away"), Arizona Mini Storage Management Company d/b/a Storage Solutions and its controlled affiliates ("Storage Solutions"), and an affiliate of Shader Brothers Corporation d/b/a Personal Mini Storage ("Personal Mini"). To capitalize on their recognized and established local brands, our PROs continue to function as property managers for their managed portfolios under their existing brands (which include various brands in addition to those discussed below). Over the long-run, we may seek to internalize our PROs and brand or co-brand each location as part of NSA. • • Northwest, which was headquartered in Portland, Oregon, was our PRO responsible for covering the northwest region. Northwest provided property management services to 93 of our properties located in Idaho, Oregon and Washington as of December 31, 2021. Effective January 1, 2022, upon the retirement of Northwest as a PRO, the Company acquired the Northwest brand and internalized the management of the properties formerly managed by Northwest. Optivest, which is based in Dana Point, California, is one of our PROs responsible for covering portions of the northeast and southwest regions. Optivest managed 83 of our properties located in Arizona, California, Massachusetts, Nevada, New Hampshire, New Mexico, Texas and Utah as of December 31, 2021. Optivest is run by its co-founder, Warren Allan, who has more than 25 years of financial and operational management experience in the self storage industry and is recognized as a self storage acquisition and development specialist. • Move It, which is based in Dallas, Texas, is one of our PROs responsible for covering portions of the Texas and southeast markets. Move It managed 72 of our properties located in Alabama, Florida, Louisiana, Mississippi, Tennessee and Texas as of December 31, 2021. Move It is led by its founder, Tracy Taylor, who has more than 40 years of experience in self storage development, acquisition and management, and has served on the board of directors for the Large Owners Council of the Self Storage Association and is a former Chairman of the Self Storage Association. • • • Guardian, which is based in Irvine, California, is one of our PROs responsible for covering portions of the southern California and southwest regions. Guardian managed 56 of our properties located in Arizona, California and Nevada as of December 31, 2021. Guardian is led by John Minar, who has nearly 40 years of self storage acquisition, rehabilitation, ownership, operations and development experience. Southern, which is based in Palm Beach Gardens, Florida, is one of our PROs responsible for covering portions of Arizona and the southeast region, including New Orleans, the Florida Panhandle, southern Georgia and Puerto Rico. Southern managed 43 of our properties in Arizona, Louisiana, the Florida Panhandle, southern Georgia, and Puerto Rico as of December 31, 2021. Southern is led by Bob McIntosh and Peter Cowie, who are active real estate operators with more than 30 years of self storage experience. Blue Sky, which is a strategic partnership between Argus Professional Storage Management and GYS Development LLC and is based in the mountain west, is our PRO responsible for covering portions of the southeast, midwest, and southwest regions, including portions of Kansas, Georgia and Texas. Blue Sky managed 35 of our properties in Alabama, Arkansas, Colorado, Florida, Georgia, Indiana, Kansas, Kentucky, Montana, North Carolina, Texas, Wisconsin and Wyoming as of December 31, 2021. Blue Sky is led by Lee Fredrick, Ben Vestal and Michael Perry, who have extensive experience in acquisition, development and management of self storage properties. 7 Table of Contents • Moove In, which is based in York, Pennsylvania, is our PRO responsible for covering portions of the mid- atlantic and midwest regions. Moove In managed 31 of our properties in Connecticut, Iowa, Maryland, Massachusetts, New Jersey and Pennsylvania as of December 31, 2021. Moove In is led by John Gilliland, who currently serves on the board of directors for the Large Owners Council of the Self Storage Association, and a past Chairman of the Self Storage Association. • • • Hide-Away, which is based in Sarasota, Florida, is our PRO responsible for covering the western Florida market. Hide-Away managed 24 of our properties in western Florida as of December 31, 2021. Hide-Away is led by its founder, Steve Wilson, one of the early developers of the self storage business, who served for more than 35 years as the President of Hide-Away and its related entities, and is a past Chairman of the Self Storage Association. Storage Solutions, which is based in Chandler, Arizona, is our PRO responsible for covering portions of the Arizona and Nevada markets. Storage Solutions managed 11 of our properties in Arizona and Nevada as of December 31, 2021. Storage Solutions is led by its founder, Bill Bohannan, who is one of the largest operators in Phoenix and has more than 35 years of self storage acquisition, development and management experience. Mr. Bohannan is recognized in the industry as a self storage acquisition, development and management specialist. Personal Mini, which is based in Orlando, Florida, is our PRO responsible for covering portions of the central Florida market. Personal Mini managed 10 of our properties in central Florida as of December 31, 2021. Personal Mini is led by Marc Smith, a self storage investor who has been involved in all facets of the self storage business. Mr. Smith is a past Chairman of the Self Storage Association, and also previously served as president of the Southeast Region of the Self Storage Association. We benefit from the local market knowledge and active presence of our PROs, allowing us to build and foster important customer and industry relationships. These local relationships provide attractive off-market acquisition opportunities that we believe will continue to fuel additional external growth. We believe our structure allows our PROs to optimize their established property management platforms while addressing financial and operational hurdles. Before joining us, our PROs faced challenges in securing low cost capital and had to manage multiple investors and lending relationships, making it difficult to compete with larger competitors, including public REITs, for acquisition and investment opportunities. Our PROs were also limited in their ability to raise growth capital through the sale of assets, a portfolio refinancing, or capital contributions from new equity partners. Serving as our on-the-ground acquisition teams, our PROs now have access to our broader financing sources and lower cost of capital, while our national platform allows them to benefit from economies of scale to drive operating efficiencies in a rapidly evolving, technology-driven industry. Our Consolidated Properties We seek to own properties that are well located in high quality sub-markets with highly accessible street access and attractive supply and demand characteristics, providing our properties with strong and stable cash flows that are less sensitive to the fluctuations of the general economy. Many of these markets have multiple barriers to entry against increased supply, including zoning restrictions against new construction and new construction costs that we believe are higher than our properties' fair market value. As of December 31, 2021, we owned a geographically diversified portfolio of 873 self storage properties, located in 39 states and Puerto Rico, comprising approximately 55.1 million rentable square feet, configured in approximately 429,000 storage units. Of these properties, 298 were acquired by us from our PROs, 574 were acquired by us from third-party sellers and one was acquired by us from the 2016 Joint Venture (as defined in Note 5 to the consolidated financial statements in Item 8). A complete listing of, and additional information about, our self storage properties is included in Item 2 of this report. During the year ended December 31, 2021, we acquired 229 consolidated self storage properties, of which 22 were acquired by us from our PROs and 207 were acquired by us from third-party sellers. The following is a summary of our 2021 consolidated acquisition activity (dollars in thousands): 8 Table of Contents State 2021 Acquisitions: Texas Georgia Alabama Tennessee Pennsylvania Florida Puerto Rico North Carolina Oregon Illinois Indiana Kansas Louisiana Ohio Colorado Kentucky New Hampshire Arkansas California Iowa Massachusetts Maryland Washington Minnesota Virginia Other(1) Total Number of Properties Number of Units Rentable Square Feet Fair Value 79 14 13 12 9 8 8 7 7 6 5 5 5 5 4 4 4 3 3 3 3 3 3 2 2 12 229 40,515 7,374 6,597 5,162 3,049 3,652 7,921 4,088 3,579 4,202 2,304 2,643 1,589 1,887 2,097 2,409 2,070 1,416 1,437 2,717 3,220 1,677 1,247 781 715 5,627 119,975 5,673,865 $ 1,043,322 967,969 701,151 417,848 496,935 905,644 546,292 399,511 426,941 336,237 351,834 196,210 275,979 253,868 352,176 268,120 199,345 232,748 363,718 304,797 207,087 155,082 123,470 90,911 714,218 16,005,278 $ 760,959 109,034 110,011 88,557 42,152 90,542 174,043 67,564 92,889 60,858 30,207 37,484 17,780 26,726 37,993 40,762 45,013 19,890 30,605 30,480 67,481 38,437 32,803 14,423 10,838 97,495 2,175,026 (1) Self storage properties in other states acquired during the year ended December 31, 2021 include Arizona, Connecticut, Missouri, Mississippi, Montana, New Jersey, New Mexico, Nevada, South Carolina, Utah, Wisconsin and Wyoming. During the year ended December 31, 2020, we acquired 77 consolidated self storage properties, of which 11 were acquired by us from our PROs and 66 were acquired by us from third-party sellers. The following is a summary of our 2020 consolidated acquisition activity (dollars in thousands): 9 Table of Contents State 2020 Acquisitions: Texas Colorado Florida Oklahoma Georgia Idaho Kansas Oregon Pennsylvania Washington Other(1) Total Number of Properties Number of Units Rentable Square Feet Fair Value 44 5 3 3 2 2 2 2 2 2 10 77 18,790 1,690 2,166 1,508 764 595 299 709 1,671 903 5,781 34,876 2,566,225 $ 224,820 256,365 222,570 109,125 91,962 102,961 92,300 198,630 139,290 742,618 4,746,866 $ 306,978 24,746 35,702 14,193 8,698 7,487 4,941 13,492 19,187 15,731 92,177 543,332 (1) Self storage properties in other states acquired during the year ended December 31, 2020 include Arizona, Connecticut, Maryland, Massachusetts, Minnesota, Missouri, New Jersey, New York, North Carolina, and Tennessee. Our Unconsolidated Real Estate Ventures We seek to opportunistically partner with institutional funds and other institutional investors to acquire attractive portfolios utilizing a promoted return structure. We believe there is significant opportunity for continued external growth by partnering with institutional investors seeking to deploy capital in the self storage industry. 2018 Joint Venture As of December 31, 2021, our 2018 Joint Venture (as defined in Note 5 to the consolidated financial statements in Item 8), in which we have a 25% ownership interest, owned and operated 103 self storage properties containing approximately 7.8 million rentable square feet, configured in over 64,000 storage units and located across 17 states. 2016 Joint Venture As of December 31, 2021, our 2016 Joint Venture (as defined in Note 5 to the consolidated financial statements in Item 8), in which we have a 25% ownership interest, owned and operated a portfolio of 74 properties containing approximately 4.9 million rentable square feet, configured in approximately 40,000 storage units and located across 13 states. Our Competitive Strengths We believe our unique PRO structure combined with our property management platform allows us to differentiate ourselves from other self storage operators, and the following competitive strengths enable us to effectively compete against our industry peers: High Quality Properties in Key Growth Markets. We held ownership interests in and operated a geographically diversified portfolio of 1,050 self storage properties, located in 42 states and Puerto Rico, comprising approximately 67.8 million rentable square feet, configured in approximately 533,000 storage units as of December 31, 2021. Over 70% of our consolidated portfolio is located in the top 100 MSAs, based on our 2021 net operating income ("NOI"). We believe that these properties are primarily located in high quality growth markets that have attractive supply and demand characteristics and are less sensitive to the fluctuations of the general economy. Many of these markets have multiple barriers to entry against increased supply, including zoning restrictions against new construction and new construction costs that we believe are higher than our properties' fair market value. Furthermore, we believe that our significant size and the overall geographic diversification of our portfolio reduces risks associated with specific local or regional economic downturns or natural disasters. Differentiated, Growth-Oriented Strategy Focused on Established Operators. We are a self storage REIT with a unique structure that supports our differentiated external growth strategy. Our PRO structure appeals to operators who are looking for access to growth capital while maintaining an economic stake in the self storage 10 Table of Contents properties that each manages on the Company's behalf. These attributes entice operators to join the Company rather than sell their properties for cash consideration. Through our PRO structure, we seek to attract operators who are confident in the future performance of their properties and desire to participate in the growth of the Company. We have successfully recruited established operators across the United States with a history of efficient property management and a track record of successful acquisitions. Our structure and differentiated strategy have enabled us to build a substantial captive pipeline from existing operators as well as potentially create external growth from the recruitment of additional PROs. Integrated Platform Utilizing Advanced Technology for Enhanced Operational Performance and Best Practices. Our national platform allows us to capture cost savings through integration and centralization, thereby eliminating redundancies and utilizing economies of scale across the property management platforms of us and our PROs. As compared to a stand-alone operator, our national platform has greater access to lower-cost capital, reduced Internet marketing costs per customer lead, discounted property insurance expense, and reduced overhead costs. In addition, the Company has sufficient scale for various centralized functions, including financial reporting, the operation of call centers, expanding cell tower leasing, a national credit card processing program, marketing, information technology, legal support, and capital market functions, to achieve substantial cost savings over smaller, individual operators. Our national platform utilizes advanced technology for our data warehouse program, Internet marketing, our centralized call centers, financial and property analytic dashboards, revenue optimization analytics and expense management tools to enhance operational performance. These centralized programs, which are run through our Technology and Best Practices Group, are positively impacting our business performance, and we believe that they will continue to be a driver of organic growth going forward. We will continue to utilize our Technology and Best Practices Group to help us benefit from the collective sharing of key operating strategies among our PROs in areas like human resource management, local marketing and operating procedures and building tenant insurance-related arrangements. Aligned Incentive Structure with Shareholder Downside Protection. Our structure promotes operator accountability as subordinated performance units issued to our PROs in exchange for the contribution of their properties are entitled to distributions only after those properties satisfy minimum performance thresholds. In the event of a material reduction in operating cash flow, distributions on our subordinated performance units will be reduced before or disproportionately to distributions on our common shares held by our common shareholders. In addition, we expect our PROs will generally co-invest subordinated equity in the form of subordinated performance units in each acquisition that they source from a third-party seller, and the value of these subordinated performance units will fluctuate with the performance of their managed portfolios. Therefore, our PROs are incentivized to select acquisitions that are expected to exceed minimum performance thresholds, thereby increasing the value of their subordinated equity stake. We expect that our shareholders will benefit from the higher levels of property performance that our PROs are incentivized to deliver. Our Business and Growth Strategies By capitalizing on our competitive strengths, we seek to increase scale, achieve optimal revenue-producing occupancy and rent levels, and increase long-term shareholder value by achieving sustainable long-term growth. Our business and growth strategies to achieve these objectives are as follows: Maximize Property Level Cash Flow. We strive to maximize the cash flows at our properties by leveraging the economies of scale provided by our national platform, including through the implementation of new ideas derived from our Technology and Best Practices Group. We believe that our unique PRO structure, centralized infrastructure and efficient national platform will enable us to achieve optimal market rents and occupancy, reduce operating expenses and increase the sale by our PROs of ancillary products and services, including tenant insurance, of which we receive a portion of the proceeds, truck rentals and packing supplies. Acquire Built-in Captive Pipeline of Target Properties from Existing PROs. We have an attractive, high quality potential acquisition pipeline (our "captive pipeline") of over 130 self storage properties valued at approximately $1.4 billion that will continue to drive our future growth. We consider a property to be in our captive pipeline if it (i) is under a management service agreement with one of our PROs, (ii) meets our property quality criteria, and (iii) is either required to be offered to us under the applicable facilities portfolio management agreement or a PRO has a reasonable basis to believe that the controlling owner of the property intends to sell the property in the next seven years. 11 Table of Contents Our PROs have management service agreements with all of the properties in our captive pipeline and hold controlling and non-controlling ownership interests in some of these properties. With respect to each property in our captive pipeline in which a PRO holds a controlling ownership interest, such PRO has agreed that it will not transfer (or permit the transfer of, to the extent possible) any interest in such self storage property without first offering or causing to be offered (if permissible) such interest to us. In addition, upon maturity of the outstanding mortgage indebtedness encumbering such property, so long as occupancy is consistent with or exceeds average local market levels, which we determine in our sole discretion, such PRO has agreed to offer or cause to be offered (if permissible) such interest to us. With respect to captive pipeline properties in which our PROs have a non- controlling ownership interest or no ownership interest, each PRO has agreed to use commercially reasonable good faith efforts to facilitate our purchase of such property. We preserve the discretion to accept or reject any of the properties that our PROs are required to, or elect to, offer (or cause to be offered) to us. Access Additional Off-Market Acquisition Opportunities. Our PROs and their "on-the-ground" personnel have established an extensive network of industry relationships and contacts in their respective markets. Through these local connections, our PROs are able to access acquisition opportunities that are not publicly marketed or sold through auctions. Our structure incentivizes our PROs to source acquisitions in their markets from third-party sellers and consolidate these properties into the Company. Other public self storage companies generally have acquisition teams located at their central offices, which in many instances are far removed from regional and local markets. We believe our operators' networks and close familiarity with the other operators in their markets provide us clear competitive advantages in identifying and selecting attractive acquisition opportunities. Recruit Additional New PROs in Target Markets. We intend to continue to execute on our external growth strategy through additional acquisitions and contributions from future PROs in key markets. We believe there is significant opportunity for growth through consolidation of the highly fragmented composition of the market. We believe that future operators will be attracted to our unique structure, providing them with lower cost of capital, better economies of scale, and greater operational and overhead efficiencies while preserving their existing property management platforms. We intend to add one to three additional PROs to complement our existing geographic footprint and to achieve our goal of creating a highly diversified nationwide portfolio of properties focused in the top 100 MSAs. When considering a PRO candidate, we consider various factors, including the size of the potential PRO's portfolio, the quality and location of its properties, its market exposure, its operating expertise, its ability to grow its business, and its reputation with industry participants. Strategic Joint Venture Arrangements. We intend to continue to opportunistically partner with institutional funds and other institutional investors to acquire attractive portfolios utilizing a promoted return structure. We believe there is significant opportunity for continued external growth by partnering with institutional investors seeking to deploy capital in the self storage industry. We intend to leverage our property management platform to provide property and asset management services for future strategic joint ventures, generating additional operating profits and third party fee income. In addition, we consider the 75% third-party interest in our unconsolidated real estate ventures, which currently own 177 properties, to present a potential acquisition opportunity. This 75% third- party share of gross real estate assets is approximately $1.5 billion based on the historical book value of the joint ventures. Were we to pursue an acquisition of these interests, it could potentially drive our future growth. Our Financing Strategy We expect to maintain a flexible approach in financing new property acquisitions. In general, we expect to fund our property acquisitions through a combination of borrowings under bank credit facilities (including term loans and revolving facilities), property-level debt, issuances of OP equity and public and private equity and debt issuances. As of December 31, 2021, our unsecured credit facility provided for total borrowings of $1.550 billion (the "credit facility"). The credit facility consists of the following components: (i) a revolving line of credit (the "Revolver") which provides for a total borrowing commitment up to $650.0 million, under which we may borrow, repay and re-borrow amounts, (ii) a $125.0 million tranche A term loan facility (the "Term Loan A"), (iii) a $250.0 million tranche B term loan facility (the "Term Loan B"), (iv) a $225.0 million tranche C term loan facility (the "Term Loan C"), (v) a $175.0 million tranche D term loan facility (the "Term Loan D") and (vi) a $125.0 million tranche E term loan facility (the "Term Loan E"). As of December 31, 2021, we had the entire amounts drawn on Term Loan A, Term Loan B, Term Loan C, Term Loan D and Term Loan E and we had $490.0 million of outstanding borrowings under the Revolver, and the capacity to borrow an additional $154.3 million under the Revolver while remaining in compliance with the credit facility's financial covenants. As of December 31, 2021, we 12 Table of Contents have an expansion option under the credit facility, which, if exercised in full, would provide for a total credit facility of $1.750 billion. We have a credit agreement with a syndicated group of lenders for a term loan facility that matures in June 2023 (the "2023 Term Loan Facility") and is separate from the credit facility in an aggregate amount of $175.0 million. As of December 31, 2021 the entire amount was outstanding under the 2023 Term Loan Facility with an effective interest rate of 2.83%. We have an expansion option under the 2023 Term Loan Facility, which, if exercised in full, would provide for total borrowings in an aggregate amount of $400.0 million. We have a credit agreement with a lender for a term loan facility that matures in December 2028 (the "2028 Term Loan Facility") and is separate from the credit facility and 2023 Term Loan Facility in an aggregate amount of $75.0 million. As of December 31, 2021 the entire amount was outstanding under the 2028 Term Loan Facility with an effective interest rate of 4.62%. We have an expansion option under the 2028 Term Loan Facility, which, if exercised in full, would provide for total borrowings in an aggregate amount up to $125.0 million. We have a credit agreement with a lender for a term loan facility that matures in April 2029 (the "2029 Term Loan Facility") and is separate from the credit facility, 2023 Term Loan Facility and 2028 Term Loan Facility in an aggregate amount of $100.0 million. As of December 31, 2021 the entire amount was outstanding under the 2029 Term Loan Facility with an effective interest rate of 4.27%. The credit facility, 2023 Term Loan Facility, 2028 Term Loan Facility, and 2029 Term Loan Facility each contain the same financial covenants and customary affirmative and negative covenants that, among other things, could limit the Company's ability to make distributions or certain investments, incur debt, incur liens and enter into certain transactions. On August 30, 2019, our operating partnership issued $100.0 million of 3.98% senior unsecured notes due August 30, 2029 (the "2029 Notes") and $50.0 million of 4.08% senior unsecured notes due August 30, 2031 (the "August 2031 Notes") in a private placement to certain institutional investors. On October 22, 2020, our operating partnership issued $150.0 million of 2.99% senior unsecured notes due August 5, 2030 (the "August 2030 Notes") and $100.0 million of 3.09% senior unsecured notes due August 5, 2032 (the "2032 Notes"). On May 26, 2021, our operating partnership issued $55.0 million of 3.10% senior unsecured notes due May 4, 2033 (the "May 2033 Notes"). On July 26, 2021, our operating partnership issued $35.0 million of 2.16% senior unsecured notes due May 4, 2026 (the "2026 Notes") and $90.0 million of 3.00% senior unsecured notes due May 4, 2031 (the "May 2031 Notes"). On December 14, 2021, our operating partnership issued $75.0 million of 2.72% senior unsecured notes due November 30, 2030 (the "November 2030 Notes"), $175.0 million of 2.81% senior unsecured notes due November 30, 2031 (the "November 2031 Notes") and $75.0 million of 3.06% senior unsecured notes due November 30, 2036 (the "2036 Notes" and together with the 2026 Notes, 2029 Notes, August 2030 Notes, November 2030 Notes, May 2031 Notes, August 2031 Notes, November 2031 Notes, 2032 Notes and May 2033 Notes, the "Senior Unsecured Notes") in a private placement to certain institutional investors. The Senior Unsecured Notes are subject to customary affirmative and negative covenants that, among other things, limit the Company's ability to make distributions or certain investments, incur debt, incur liens and enter into certain transactions. We expect to employ leverage in our capital structure in amounts determined from time to time by our board of trustees. Although our board of trustees has not adopted a policy which limits the total amount of indebtedness that we may incur, it will consider a number of factors in evaluating our level of indebtedness from time to time, as well as the amount of such indebtedness that will be either fixed and variable-rate, and in making financial decisions, including, among others, the following: • • • the interest rate of the proposed financing; the extent to which the financing impacts our flexibility in managing our properties; prepayment penalties and restrictions on refinancing; 13 Table of Contents • • • • • • • • • the purchase price of properties we acquire with debt financing; our long-term objectives with respect to the financing; our target investment returns; the ability of particular properties, and the Company as a whole, to generate cash flow sufficient to cover expected debt service payments; overall level of consolidated indebtedness; timing of debt maturities; provisions that require recourse and cross-collateralization; corporate credit ratios including debt service coverage, debt to total market capitalization and debt to undepreciated assets; and the overall ratio of fixed- and variable-rate debt. Our indebtedness may be recourse, non-recourse or cross-collateralized. If the indebtedness is non-recourse, the collateral will be limited to the particular properties to which the indebtedness relates. In addition, we may invest in properties subject to existing loans secured by mortgages or similar liens on our properties, or may refinance properties acquired on a leveraged basis. We may use the proceeds from any borrowings to refinance existing indebtedness, to refinance investments, including the redevelopment of existing properties, for general working capital or for other purposes when we believe it is advisable. Dividend Reinvestment Plan In the future, we may adopt a dividend reinvestment plan that will permit shareholders who elect to participate in the plan to have their cash dividends reinvested in additional common shares. Regulation General Generally, self storage properties are subject to various laws, ordinances and regulations, including those relating to lien sale rights and procedures, public accommodations, insurance, and the environment. Changes in any of these laws, ordinances or regulations could increase the potential liability existing or created by tenants or others on our properties. Laws, ordinances, or regulations affecting development, construction, operation, upkeep, safety and taxation requirements may result in significant unanticipated expenditures, loss of self storage sites or other impairments to operations, which would adversely affect our cash flows from operating activities. Under the Americans with Disabilities Act of 1990 (the "ADA"), all places of public accommodation are required to meet certain federal requirements related to access and use by disabled persons. A number of additional U.S. federal, state and local laws may also require modifications to our properties, or restrict certain further renovations of the properties, with respect to access thereto by disabled persons. The ADA or these other laws may also apply to our website. For additional information on the ADA, see "Item 1A. Risk Factors—Risks Related to Our Business—Costs associated with complying with the ADA may result in unanticipated expenses." Insurance activities are subject to state insurance laws and regulations as determined by the particular insurance commissioner for each state in accordance with the McCarran-Ferguson Act, as well as subject to the Gramm- Leach-Bliley Act and the privacy regulations promulgated by the Federal Trade Commission pursuant thereto. Under various U.S. federal, state and local laws, ordinances and regulations, owners and operators of real estate may be liable for the costs of investigating and remediating certain hazardous substances or other regulated materials on or in such property. The Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended ("CERCLA") and comparable state laws typically impose strict joint and several liabilities without regard to whether the owner or operator knew of, or was responsible for, the presence of such substances or materials. The presence of such substances or materials, or the failure to properly remediate such substances, may adversely affect the owner's or operator's ability to lease, sell or rent such property or to borrow using such property as collateral. Persons who arrange for the disposal or treatment of hazardous substances or other regulated materials may be liable for the costs of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such person. Certain environmental laws impose liability for release of asbestos- 14 Table of Contents containing materials into the air and third-parties may seek recovery from owners or operators of real properties for personal injury associated with asbestos-containing materials. Certain environmental laws also impose liability, without regard to knowledge or fault, for removal or remediation of hazardous substances or other regulated materials upon owners and operators of contaminated property. Moreover, the past or present owner or operator of a property from which a release emanates could be liable for any personal injuries or property damages that may result from such releases, as well as any damages to natural resources that may arise from such releases. Certain environmental laws impose compliance obligations on owners and operators of real property with respect to the management of hazardous materials and other regulated substances. For example, environmental laws govern the management of asbestos-containing materials and lead-based paint. Failure to comply with these laws can result in penalties or other sanctions. In connection with the ownership, operation and management of our current or past properties and any properties that we may acquire and/or manage in the future, we could be legally responsible for environmental liabilities or costs relating to a release of hazardous substances or other regulated materials at or emanating from such property. In order to assess the potential for such liability, we conduct an environmental assessment of each property prior to acquisition and manage our properties in accordance with environmental laws while we own or operate them. We have engaged qualified, reputable and adequately insured environmental consulting firms to perform environmental site assessments of all of our properties prior to acquisition and are not aware of any environmental issues that are expected to materially impact the operations of any property. For additional information on environmental matters and regulation, see "Item 1A. Risk Factors—Risks Related to Our Business—Environmental compliance costs and liabilities associated with operating our properties may affect our results of operations." Property management activities are often subject to state real estate brokerage laws and regulations as determined by the particular real estate commission for each state. REIT Qualification We have elected and we believe that we have qualified to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, (the "Code"), commencing with our taxable year ended on December 31, 2015. We generally will not be subject to U.S. federal income tax on our net taxable income to the extent that we distribute annually all of our net taxable income to our shareholders and maintain our qualification as a REIT. We believe that we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and we expect that our intended manner of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT. To qualify, and maintain our qualification, as a REIT, we must meet on a continuing basis, through our organization and actual investment and operating results, various requirements under the Code relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the diversity of ownership of our shares. If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income tax at regular corporate rates and may be precluded from qualifying as a REIT for the subsequent four taxable years following the year during which we failed to qualify as a REIT. Even if we qualify for taxation as a REIT, we still may be subject to some U.S. federal, state and local taxes on our income or assets. In addition, subject to maintaining our qualification as a REIT, a portion of our business is conducted through, and a portion of our income is earned by, one or more taxable REIT subsidiaries ("TRSs"), which are subject to U.S. federal corporate income tax at regular rates. Distributions paid by us generally will not be eligible for taxation at the preferential U.S. federal income tax rates that currently apply to certain distributions received by individuals from taxable corporations, unless such distributions are attributable to dividends received by us from a TRS. Competition We compete with many other entities engaged in real estate investment activities for customers and acquisitions of self storage properties and other assets, including national, regional, and local owners, operators, and developers of self storage properties. We compete based on a number of factors including location, rental rates, security, suitability of the property's design to prospective tenants' needs, and the manner in which the property is operated and marketed. We believe that the primary competition for potential customers comes from other self storage properties within a three to five mile radius. We have positioned our properties within their respective markets as high-quality operations that emphasize tenant convenience, security, and professionalism. We also may compete with numerous other potential buyers when pursuing a possible property for acquisition, which can increase the potential cost of a project. These competing bidders also may possess greater resources, or have a lower cost of capital, than us and therefore be in a better position to acquire a property. However, our use of 15 Table of Contents OP units and subordinated performance units as transactional currency allows us to structure our acquisitions in tax- deferred transactions. As a result, potential targets who are tax-sensitive might favor us as a suitor. Our primary national competitors in many of our markets for both tenants and acquisition opportunities include local and regional operators, institutional investors, private equity funds, as well as the other public self storage REITs, including Public Storage, CubeSmart, Extra Space Storage Inc. and Life Storage, Inc. These entities also seek financing through similar channels to the Company. Therefore, we will continue to compete for institutional investors in a market where funds for real estate investment may decrease. Human Capital We seek to foster a diverse and inclusive work environment that values each individual team member’s talents and contributions, while channeling those efforts toward our common core values of integrity, accountability, humility and compassion. Our success relies on the general professionalism of our and our PRO's site managers and staff which are contributing factors to a site's ability to successfully secure rentals, retain tenants and maintain clean and secure self storage properties. We seek to increase employee retention and well-being and our team members enjoy a robust benefit package that includes medical, dental, vision, life insurance, 401K with matching employer contribution and a performance-based bonus incentive plan. We also seek to promote diversity among our employees and management team. As of December 31, 2021, approximately 59% of our employees were women and 32% of our senior management team (Director level and above) were women, including Tamara Fischer, our President, Chief Executive Officer and member of our Board of Trustees. As of December 31, 2021, we had 1,175 employees, which includes employees of our property management platform but does not include persons employed by our PROs. As of December 31, 2021, our PROs, collectively, had approximately 950 full-time and part-time employees involved in management, operations, and reporting with respect to our self storage property portfolio. 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 all amendments to those statements and reports with the Securities and Exchange Commission (the "SEC"). Investors may obtain copies of these statements and reports by accessing the SEC's website at www.sec.gov. Our statements and reports and any amendments to any of those statements and reports that we file with the Securities and Exchange Commission are available free of charge as soon as reasonably practicable on our website at www.nationalstorageaffiliates.com. The information contained on our website is not incorporated into this Annual Report on Form 10-K. Our common shares are listed on the New York Stock Exchange under the symbol "NSA." Item 1A. Risk Factors An investment in our common shares involves a high degree of risk. Before making an investment decision, you should carefully consider the following risk factors, together with the other information contained in this Annual Report on Form 10-K. If any of the risks discussed in this Annual Report on Form 10-K occurs, our business, financial condition, liquidity and results of operations could be materially and adversely affected. Risks Related to our Business Adverse economic or other conditions in the markets in which we do business and more broadly associated with the real estate industry could negatively affect our occupancy levels and rental rates and therefore our operating results and the value of our self storage properties. Our operating results are dependent upon our ability to achieve optimal occupancy levels and rental rates at our self storage properties. Adverse economic or other conditions in the markets in which we do business, particularly in our markets in California, Texas, Florida, Oregon, Georgia, and Arizona, which accounted for approximately 17%, 16%, 10%, 9%, 6%, and 5%, respectively, of our total rental and other property-related revenues for the year ended December 31, 2021, may lower our occupancy levels and limit our ability to maintain or increase rents or require us to offer rental discounts. No single customer represented a significant concentration of our 2021 revenues. However, our property portfolio, consists solely of self storage properties and is therefore subject to risks inherent in investments in a single industry. The following adverse developments, among others, in the markets in which we do business may adversely affect the operating performance of our properties: • business layoffs or downsizing, industry slowdowns, relocation of businesses and changing demographics; 16 Table of Contents • • • • periods of economic slowdown, recession, or inflationary environments, declining demand for self storage generally or in a particular area or the public perception that any of these events may occur; local or regional real estate market conditions, such as competing properties or products, the oversupply of self storage, or vacancies or changes in self storage space market rents; perceptions by prospective tenants of the safety, convenience and attractiveness of our properties and the neighborhoods in which they are located; and other events affecting or shifting consumer discretionary spending. Any of the above events may reduce our rental revenues, impair our operating results, and reduce our ability to satisfy our debt service obligations and make cash distributions to our shareholders, and the effect of the foregoing may be greater than it would be were our investments not limited to a single industry. We may not be successful in identifying and consummating suitable acquisitions, adding additional suitable new PROs, or integrating and operating such acquisitions, including integrating them into our financial and operational reporting infrastructure and internal control framework in a timely manner, which may impede our growth. Our ability to expand through acquisitions is integral to our business strategy and requires us to identify suitable acquisition candidates or investment opportunities that meet our criteria and are compatible with our growth strategy. We may not be successful in identifying suitable properties or other assets that meet our acquisition criteria or in consummating acquisitions on satisfactory terms or at all. Failure to identify or consummate acquisitions will slow our growth, which could in turn adversely affect our share price. For the potential acquisitions in our captive pipeline, we have not entered into negotiations with the respective owners of these properties and there can be no assurance as to whether we will acquire any of these properties or the actual timing of any such acquisitions. Each captive pipeline property is subject to additional due diligence and the determination by us to pursue the acquisition of the property. In addition, with respect to the captive pipeline properties in which our PROs have a non-controlling ownership interest or no ownership interest, the current owner of each property is not required to offer such property to us and there can be no assurance that we will acquire these properties. Our ability to acquire properties on favorable terms and successfully integrate and operate them, including integrating them into our financial and operational reporting infrastructure in a timely manner, may be constrained by the following significant risks: • • • • • we face competition from national, regional and local owners, operators and developers of self storage properties, which may result in higher property acquisition prices and reduced yields; we may not be able to achieve satisfactory completion of due diligence investigations and other customary closing conditions; we may fail to finance an acquisition on favorable terms or at all; we may spend more time and incur more costs than budgeted to make necessary improvements or renovations to, and to integrate and operate, acquired properties; and we may acquire properties subject to liabilities without any recourse, or with only limited recourse, with respect to unknown liabilities such as liabilities for clean-up of undisclosed environmental contamination, tax liabilities, claims by persons dealing with the former owners of the properties and claims for indemnification by general partners, trustees, officers and others indemnified by the former owners of the properties. The contributors of properties may make limited representations and warranties to us about the properties and may agree to indemnify us up to a specified amount for a certain period of time following the closing for breaches of those representations and warranties. However, any resulting liabilities identified may not fall within the scope or time frame covered by the indemnification, and we may be required to bear those liabilities, which may materially and adversely affect our operating results, financial condition and business. 17 Table of Contents We face competition for tenants. We compete with many other entities engaged in real estate investment activities for tenants, including national, regional and local owners, operators and developers of self storage properties. Actions by our competitors may decrease or prevent increases in the occupancy and rental rates, while increasing the operating expenses of our properties. Increases in taxes and regulatory compliance costs, including as a result of changes in law or property reassessments, may reduce our income and adversely impact our cash flows. Increases in income or other taxes generally are not passed through to tenants under leases and may reduce or negatively impact our net income, funds from operations ("FFO"), cash flows, financial condition, ability to pay or refinance our debt obligations, ability to make cash distributions to shareholders, and the trading price of our securities. In addition, the value of our properties may be reassessed for property tax purposes by taxing authorities including as a result of our acquisition activities. For example, our property taxes could increase due to changes in tax rates or removal of limitations on the amount by which our property taxes or property reassessments may increase. For example, in November 2020, there was an initiative in California, which did not pass, to remove certain limits on annual real estate tax increases of assessed value of real property. To the extent a similar future initiative is successful, it would increase the assessed value and/or tax rates applicable to self storage properties in California. We currently have 86 consolidated properties and 12 unconsolidated properties in California. Accordingly, the amount of property taxes we pay in the future may increase substantially from what we have paid in the past or from what we expected in connection with our underwriting activities, which could adversely impact our operating results, cash flow, and our ability to pay any expected dividends to our shareholders. Similarly, in response to facing severe budgetary problems, many states and jurisdictions are considering or implementing changes in laws such as increasing sales taxes, increasing the potential liability for environmental conditions existing on properties, increasing the restrictions on discharges or other conditions, or mandating paid family leave for employees, which may result in significant unanticipated expenditures, which could result in similar adverse effects. Our storage leases are relatively short-term in nature, which exposes us to the risk that we may have to re-lease our units and we may be unable to do so on attractive terms, on a timely basis or at all. Our storage leases are relatively short-term in nature, typically month-to-month, which exposes us to the risk that we may have to re-lease our units frequently and we may be unable to do so on attractive terms, on a timely basis or at all. Because these leases generally permit the tenant to leave at the end of the month without penalty, our revenues and operating results may be impacted by declines in market rental rates more quickly than if our leases were for longer terms. In addition, any delay in re-leasing units as vacancies arise would reduce our revenues and harm our operating results. Security breaches through cyber-attacks, cyber-intrusions, or other methods could disrupt our information technology networks and related systems. We and our PROs are increasingly dependent upon automated information technology processes and Internet commerce, and many of our and their tenants come from the telephone or over the Internet. Moreover, the nature of our and our PROs' business involves the receipt and retention of certain personal information about such tenants. In many cases, we and our PROs also rely significantly on third-party vendors to retain data, process transactions and provide other systems services. Our networks and operations could be disrupted, and sensitive data could be compromised, by physical or electronic security breaches, targeted against us, our PROs, our vendors or other organizations, including financial markets or institutions, including by way of or through cyber-attacks or cyber- intrusions over the Internet, malware, computer viruses, attachments to e-mails, phishing, employee theft or misuse, or inadequate security controls. Although we make efforts to protect the security and integrity of our networks and systems, there can be no assurance that these efforts and measures will be effective or that attempted security breaches or disruptions would not be successful, as such attacks and breaches may be difficult to detect (or not detected at all) and are becoming more sophisticated. In such event, we may experience business interruptions; data loss, ransom, misappropriation, or corruption; theft or misuse of confidential or proprietary information; or litigation and investigation by tenants, governmental or regulatory agencies, or other third parties, which could result in the payment of fines, penalties and other damages. Such events could also have other adverse impacts on us, including 18 Table of Contents breaches of debt covenants, other contractual or REIT compliance obligations, or late or misstated financial reports, and significant diversion of management attention and resources. As a result, such events could have a material adverse effect on our financial condition, results of operations and cash flows and harm our business reputation or have such effects on our PROs. Costs associated with complying with the ADA may result in unanticipated expenses. Under the ADA and other federal, state and local laws, we are required to meet certain requirements related to access and use by disabled persons. Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. If one or more of our properties or websites is not in compliance with the ADA or similar laws, then we would be required to incur additional costs to bring the property or websites into compliance. If we incur such costs and they are substantial, our financial condition, results of operations, cash flow, per share trading price of our common shares and our ability to satisfy our debt service obligations and to make cash distributions to our shareholders could be adversely affected. Environmental compliance costs and liabilities associated with operating our properties may affect our results of operations. Under various U.S. federal, state and local environmental laws, ordinances and regulations, owners and operators of real estate may be liable for the costs of investigating and remediating certain hazardous substances or other regulated materials on or in such property. No assurances can be given that existing environmental studies with respect to any of our properties reveal all environmental liabilities, that any prior owner or operator of our properties did not create any material environmental condition not known to us, or that a material environmental condition does not otherwise exist as to any one or more of our properties. There also exists the risk that material environmental conditions, liabilities or compliance concerns may have arisen after the review was completed or may arise in the future. Finally, future laws, ordinances or regulations and future interpretations of existing laws, ordinances or regulations may impose additional material environmental liability. We and certain of our PROs have tenant insurance- and/or tenant protection plan-related arrangements that are in some cases subject to state-specific governmental regulation, which may adversely affect our results. We and certain of our PROs have tenant insurance- and/or tenant protection plan-related arrangements with regulated insurance companies and our tenants. Some of our PROs earn access fees in connection with these arrangements. We receive a portion of the fees from these PROs. The tenant insurance and tenant protection plan businesses, including the payments associated with these arrangements, are in some cases subject to state-specific governmental regulation. State regulatory authorities generally have broad discretion to grant, renew and revoke licenses and approvals, to promulgate, interpret and implement regulations, and to evaluate compliance with regulations through periodic examinations, audits and investigations of the affairs of insurance industry participants. Although these arrangements are managed by our property management platform and/or certain of our PROs who have developed marketing programs and management procedures to navigate the regulatory environment, as a result of regulatory or private action in any jurisdiction in which we operate, we may be temporarily or permanently suspended from continuing some or all of our tenant insurance- and/or tenant protection plan-related activities, or otherwise fined or penalized or suffer an adverse judgment, which could adversely affect our business and results of operations. 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 or in the future may impose restrictions and requirements on the use of personal information by those collecting such information. For example, the California Consumer Privacy Act of 2018, which became effective as of January 1, 2020, together with the California Privacy Rights Act, provides consumers with expansive rights and control over personal information obtained by or shared with certain covered businesses. Changes to law or regulations or the passage of new laws 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 possible risks and costs associated with the effects of climate change and severe weather. We cannot predict the rate at which climate change will progress. However, the physical effects of climate change could have a material adverse effect on our properties, operations, and business. To the extent that climate change impacts changes in weather patterns, our markets could experience severe weather, including hurricanes, 19 Table of Contents tornados, earthquakes, severe winter storms, wildfires and coastal flooding due to increases in storm intensity and rising sea levels. Over time, these conditions could result in declining demand for storage at our properties or in our inability to operate them at all. Climate change and severe weather may also have indirect effects on our business by increasing the cost of, or decreasing the availability of, property insurance on terms we find acceptable, by increasing the costs of energy, maintenance, repair of fire, water and/or wind damage, and snow removal at our properties. Changes in federal, state, and local legislation and regulation as well as international pacts or treaties based on concerns about climate change could result in increased capital expenditures on our existing properties (for example, to improve their energy efficiency and/or resistance to severe weather) without a corresponding increase in revenue, which may result in adverse impacts to our net income. In recent years, there have been a number of new legal efforts to reduce greenhouse gas emissions and to take other similar actions to combat the effects of climate change, including at the international level and at the U.S. federal, state and local levels. We rely on a limited number of vendors to provide key services, such as the provision of utilities, at certain of our properties. Our business and property operations may be adversely affected if these vendors fail to adequately provide key services at our properties as a result of unanticipated events, including those resulting from climate change. If a vendor fails to adequately provide utilities or other important services, we may experience significant interruptions in service and disruptions to business operations at our properties, incur remediation costs, and become subject to claims and damage to our reputation. There can be no assurance that climate change and severe weather, or the potential impacts of these events on our vendors, will not have a material adverse effect on our properties, operations, or business. Uninsured losses or losses in excess of our insurance coverage could adversely affect our financial condition, operating results and cash flow. We maintain comprehensive liability, fire, flood, earthquake, wind (as deemed necessary or as required by our lenders), extended coverage and rental loss insurance with respect to our properties. Certain types of losses, however, may be either uninsurable or not economically insurable either in total or in part (due to location or otherwise), such as losses due to earthquakes, hurricanes, tornadoes, floods, riots, acts of war or terrorism. Should an uninsured loss occur, we could lose both our investment in and anticipated profits and cash flow from a property or otherwise be subject to significant liabilities. In addition, if any such loss is insured, we may be required to pay significant amounts on any claim for recovery of such a loss prior to our insurer being obligated to reimburse us for the loss, or the amount of the loss may exceed our coverage for the loss. We currently self-insure a portion of our commercial insurance deductible risk through our captive insurance company. To the extent that our captive insurance company is unable to bear that risk, we may be required to fund additional capital to our captive insurance company or we may be required to bear that loss. As a result, our operating results may be adversely affected. Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties. Because real estate investments are relatively illiquid and we have agreed and may in the future agree to certain transfer restrictions with respect to our properties, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions is limited. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, that are beyond our control. We cannot predict whether we will be able to sell any property for the price or on the terms set by us or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a property. In addition, we may be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure you that we will have funds available to correct those defects or to make those improvements. Our business could be harmed if key personnel terminate their employment with us. Our success depends, to a significant extent, on the continued services of Arlen D. Nordhagen, Tamara D. Fischer, David G. Cramer and Brandon S. Togashi and the other members of our senior management team. We have entered into employment agreements with Mr. Nordhagen, Ms. Fischer, Mr. Cramer and Mr. Togashi and these employment agreements provide for an initial one-year term of employment and automatic one-year extensions thereafter unless either party provides at least 90 days' notice of non-renewal. Notwithstanding these agreements, there can be no assurance that any of them will remain employed by us. The loss of services of one or more 20 Table of Contents members of our senior management team could harm our business and our prospects. This risk may be heightened during periods of tight labor market conditions. We invest in strategic joint ventures that subject us to additional risks. Some of our investments are, and in the future may be, structured as strategic joint ventures. Part of our strategy is to opportunistically partner with institutional funds and other institutional investors to acquire attractive portfolios through a promoted return structure. These arrangements are driven by the magnitude of capital required to complete the acquisitions and maintain the acquired portfolios. Such arrangements involve risks not present where a third party is not involved, including the possibility that partners or co-venturers might become bankrupt or otherwise fail to fund their share of required capital contributions. Additionally, partners or co-venturers might at any time have economic or other business interests or goals different from us and or in competition with us. Joint ventures generally provide for a reduced level of control over an acquired project because governance rights are shared with others. Accordingly, certain major decisions relating to joint ventures, including decisions relating to, among other things, the approval of annual budgets, sales and acquisitions of properties, financings, and certain actions relating to bankruptcy, are often made by a majority vote of the investors or by separate agreements that are reached with respect to individual decisions. In addition, such decisions may be subject to the risk that the partners or co-venturers may make business, financial or management decisions with which we do not agree or take risks or otherwise act in a manner that does not serve our best interests. Because we may not have the ability to exercise control over such operations, we may not be able to realize some or all of the benefits that we believe will be created from our involvement. At times, we and our partners or co-venturers may also each have the right to trigger a buy-sell arrangement, which could cause us to sell our interest, or acquire our partners' or co-venturers' interest, at a time when we otherwise would not have initiated such a transaction. If any of the foregoing were to occur, our business, financial condition and results of operations could suffer as a result. The current COVID-19 pandemic or the future outbreak of any other highly infectious or contagious diseases, could adversely impact or cause significant disruption to our financial condition, results of operations and cash flows. We face various risks related to pandemics, epidemics and other outbreaks of highly infectious or contagious diseases, including the current COVID-19 pandemic. In recent months, new COVID-19 variants were discovered, which have spread locally, regionally, nationally, and globally. While these strains do not appear to cause more severe symptoms in individuals, they have spread faster and more easily. As a result, local, state and the U.S. governments and many businesses have reinstated many safety protocols that have been implemented over the last two years. There is no assurance that current or future new variants will be contained, or the recommended safety protocols, including the use of vaccines, will continue to be effective in the long term. As a result of the significant adverse impact of the COVID-19 pandemic to economic activity across the globe, the COVID-19 pandemic, and any future outbreak of another disease, could adversely impact our financial condition, results of operations and cash flows due to, among other factors, the following: • our tenants may be unable to meet their obligations to us in full, or at all, or may seek modifications of such obligations, which could increase uncollectible receivables and cause subsequent reductions in revenue; • reduced economic activity could result in a prolonged recession, which could negatively impact consumer discretionary spending, a reduction in move-ins at our stores or increase uncollectible receivables; • governmental or health and safety requirements or recommendations could compel a complete or partial closure of, or other operational issues at, our properties or prohibit us from charging late fees, conducting auctions and increasing prices; • a general decline in business activity and demand for property acquisitions, expansions, and the addition of new PROs and/or joint venture partners; • interrupted availability of, including the potential for a negative health impact on, our or our PRO's personnel, could result in a deterioration in our ability to ensure business continuity; • disruptions in supply chains or the inability of other third-party vendors we rely on to conduct our business to operate effectively and continue to support our business and operations; • overall efficacy of the vaccines, which remains uncertain as new strains of COVID-19 continue to be discovered; 21 Table of Contents • difficulty accessing debt and equity capital on attractive terms, or at all, and severe disruption or instability in the financial markets or a deterioration in credit and financing conditions may affect our access to capital necessary to fund our business; and • the financial impact of the COVID-19 pandemic, including potential decreases in cash from operations resulting therefrom, could negatively impact our future compliance with the financial covenants in our debt agreements and result in a default and potential acceleration of indebtedness, which could negatively impact our ability to make additional borrowings under our revolving credit facility and pay dividends. The factors described above, as well as additional factors that we may not currently be aware of, could materially negatively impact our ability to collect rent and could lead to termination of leases by tenants, tenant defaults, tenant bankruptcies, decreases in demand for storage space at our properties, difficulties in accessing capital, impairment of our tangible or intangible assets and other impacts that could materially and adversely affect our financial condition, results of operations and cash flows. In addition, to the extent the COVID-19 pandemic or a future outbreak of another disease adversely affects our business and financial results it may heighten other risks described in the Risk Factors section in the Annual Report. Risks Related to Our Structure and Our Relationships with Our PROs Some of our PROs have limited experience operating under our capital structure, and we may not be able to achieve the desired outcomes that the structure is intended to produce. Some of our PROs have limited experience operating under our capital structure. As a means of incentivizing our PROs to drive operating performance and support the sustainability of the operating cash flow from the properties they manage on our behalf, we issued each PRO subordinated performance units aimed at aligning the interests of our PROs with our interests and those of our shareholders. The subordinated performance units are entitled to distributions exclusively tied to the performance of each PRO's managed portfolios but only after minimum performance thresholds are satisfied. Our issuance of such units, however, may have been and could be based on inaccurate valuations and thus misallocated, which would limit or eliminate the effectiveness of our intended incentive-based program. We are restricted in making certain property sales on account of agreements with our PROs that may require us to keep certain properties that we would otherwise sell. The partnership unit designations related to our subordinated performance units provide that, until March 31, 2023, our operating partnership may not sell, dispose or otherwise transfer any property that is a part of the applicable self storage property portfolio relating to a series of subordinated performance units without the consent of the partners (including us) holding at least 50% of the then outstanding OP units and the consent of partners holding at least 50% of the then outstanding series of subordinated performance units that relate to the applicable property, except for sales, dispositions or other transfers of a property to wholly owned subsidiaries of our operating partnership. This restriction may require us to keep certain properties that we would otherwise sell, which could have an adverse effect on our results of operations, financial condition, cash flow and ability to execute our business plan. In addition, we may enter into agreements with future PROs that contain the same or similar restrictions or that impose such restrictions for different periods. Our ability to terminate our facilities portfolio management agreements ("FPMAs") and asset management agreements ("AMAs") with a PRO is limited, which may adversely affect our ability to execute our business plan. We may elect to terminate our FPMAs and AMAs with a PRO and transfer property management responsibilities over the properties managed by such PRO to us (or our designee), (i) upon certain defaults by a PRO as set forth in these agreements, or (ii) if the PRO's properties, on a portfolio basis, fail to meet certain predetermined performance thresholds for more than two consecutive calendar years or if the operating cash flow generated by the properties of the PRO for any calendar year falls below a level that will enable us to fund minimum levels of distributions, debt service payments attributable to the properties, and fund the properties' allocable operating expenses. Consequently, to the extent a PRO complies with these covenants, standards, and minimum requirements, we may not be able to terminate the applicable FPMAs and AMAs and transfer property management responsibilities over such properties to us (or our designee) even if our board believes that such PRO is not properly executing our business plan and/or is failing to operate its properties to their full potential. Moreover, transferring the management responsibilities over the properties managed by a PRO may be costly or difficult to implement or 22 Table of Contents may be delayed, even if we are able to and believe that such a change in portfolio and property management would be beneficial to us and our shareholders. We may less vigorously pursue enforcement of terms of agreements entered into with our PROs because of conflicts of interest with our PROs. Our PROs are entities that have contributed self storage properties to us in exchange for ownership interests in us. As part of each transaction, our PROs make limited representations to us regarding the entities, properties and other assets to be acquired by us in the contribution and generally agree to indemnify us for 12 months after the closing of the contribution for breaches of such representations. Such indemnification is limited, however, and we are not entitled to any other indemnification in connection with the contributions. In addition, following each contribution from a PRO, the day-to-day operations of each of the managed properties will be managed by the PRO who was the principal of the applicable property portfolios prior to the contribution. In addition, certain key persons of our PROs are members of our board or our PRO advisory committee. Consequently, we may choose not to enforce, or to enforce less vigorously, our rights under these agreements and any other agreements with our PROs due to our desire to maintain our ongoing relationship with our PROs, which could adversely affect our operating results and business. We own self storage properties in some of the same geographic regions as our PROs and may compete for tenants with other properties managed by our PROs. Pursuant to our FPMAs, each PRO has agreed that, without our consent, the PRO will not, and it will cause its affiliates (other than Blue Sky's sub-manager) not to, enter into any new arrangements for the management of additional self storage properties within any PRO's assigned territory. However, we have not and will not acquire all of the self storage properties of our PROs. We will therefore own self storage properties in some of the same geographic regions as our PROs, and, as a result, we and our PROs may compete for tenants. This competition may affect our ability to attract and retain tenants and may reduce the rental rates we are able to charge, which could adversely affect our operating results and business. Our PROs may engage in other activities, diverting their attention from the management of our properties, which could adversely affect the execution of our business plan and our operating results. Our PROs and their employees and personnel are in the business of managing self storage properties. We have agreed that our PROs may continue to manage properties not included in our portfolio, and our PROs are not obligated to dedicate any specific employees or personnel exclusively to the management of our properties. As a result, their time and efforts may be diverted from the management of our properties, which could adversely affect the execution of our business plan and our operating results. When a PRO elects or is required to "retire" we may become exposed to new and additional costs and risks. Under our FPMAs, after a two-year period following the initial contribution of their properties to us, a PRO may elect, or be required, to "retire" from the self storage business. Upon a retirement event, management of the properties will be transferred to us (or our designee) in exchange for OP units with a value equal to four times the average of the normalized annual EBITDA from the management contracts related to such PRO's managed portfolio over the immediately preceding 24-month period. As a result of this transfer, we may become exposed to new and additional costs and risks. Accordingly, the retirement of a PRO may adversely affect our financial condition and operating results. For example, in connection with our internalization of a retiring PRO, there can be no assurance that we will be able to retain such retiring PRO's employees, successfully hire new employees, or effectively integrate such employees and the retiring PRO's property management platform into our or another PRO's property management platform. Our contribution transactions were generally not negotiated on an arm's-length basis and may not be as favorable to us as if they had been negotiated with unaffiliated third parties. We did not conduct arm's-length negotiations with certain of the parties involved regarding the terms of our contribution transactions, including the contribution agreements, FPMAs, sales commission agreements, AMAs and registration rights agreements. In the course of structuring such transactions, certain members of our senior management team and other contributors had the ability to influence the type and level of benefits that they received from us. Accordingly, the terms of such transactions may not solely reflect the best interests of us or our shareholders and may be overly favorable to the other party to such transactions and agreements. 23 Table of Contents Conflicts of interest could arise with respect to certain transactions between the holders of OP units and subordinated performance units, which include our PROs, on the one hand, and us and our shareholders, on the other. Conflicts of interest could arise with respect to the interests of holders of OP units and subordinated performance units, on the one hand, which include members of our senior management team, PROs, and trustees and us and our shareholders, on the other. Certain business combinations, the sale, disposition or transfer of certain of our assets or the repayment of certain indebtedness that may be desirable to us and our shareholders could have adverse tax consequences to such unit holders. In addition, under Maryland law, our trustees and officers have duties to the Company in connection with their management of the Company, however, under Delaware law, as a general partner, we have fiduciary duties to our operating partnership and to the limited partners in connection with the management of our operating partnership. Our duties as a general partner may come into conflict with the duties of our trustees and officers to the Company and our shareholders and we are not required to resolve such conflicts in favor of either the Company or the limited partners in our operating partnership. Further, there can be no assurance that any procedural protections we implement to address these or other conflicts of interest will result in optimal outcomes for us and our shareholders. The partnership agreement of our operating partnership contains provisions that may delay, defer or prevent a change in control. The partnership agreement of our operating partnership provides that subordinated performance unit holders holding more than 50% of the voting power of the subordinated performance units must approve certain change of control transactions involving us unless, as a result of such transactions, the holders of subordinated performance units are offered a choice (1) to allow their subordinated performance units to remain outstanding without the terms thereof being materially and adversely changed or the subordinated performance units are converted into or exchanged for equity securities of the surviving entity having terms and conditions that are substantially similar to those of the subordinated performance units (it being understood that we may not be the surviving entity and that the parent of the surviving entity or the surviving entity may not be publicly traded) or (2) to receive for each subordinated performance unit an amount of cash, securities or other property payable to a holder of OP units had such holder exercised its right to exchange its subordinated performance units for OP units without taking into consideration a specified conversion penalty associated with such an exchange. In addition, in the case of any such change of control transactions in which we have not received the consent of OP unit holders holding more than 50% of the OP units (other than those held by us or our subsidiaries) and of subordinated performance unit holders holding more than 50% of the voting power of the subordinated performance units (other than those held by us or our subsidiaries), such transaction is required to be approved by a company-wide vote of limited partners holding more than 50% of our outstanding OP units in which OP units (including for this purpose OP units held by us and our subsidiaries) are voted and subordinated performance units (not held by us and our subsidiaries) are voted on an applicable as converted basis and in which we will be deemed to vote the OP units held by us and our subsidiaries in proportion to the manner in which all of our outstanding common shares were voted at a shareholders meeting relating to such transaction. These approval rights could delay, deter, or prevent a transaction or a change in control that might involve a premium price for our common shares or otherwise be in the best interests of our shareholders. Certain provisions of the Maryland General Corporation Law (the "MGCL") and of our bylaws and our declaration of trust could inhibit a change in our control and have an adverse impact on the price of our shares. The MGCL, our bylaws and our declaration of trust contain provisions that may discourage, delay or make more difficult a change in our control. We are subject to the Maryland Business Combination Act. Our board has adopted a resolution exempting from the Maryland Business Combination Act any business combinations between us and (1) any other person, provided that the business combination is first approved by our board (including a majority of disinterested trustees), (2) Arlen D. Nordhagen and any of his affiliates and associates and (3) any person acting in concert with the foregoing. As a result, such persons may be able to enter into business combinations with us that may not be in the best interests of our shareholders without compliance by us with the moratorium supermajority vote requirements and other provisions of the statute. If this resolution is repealed or our board does not approve a business combination, the Maryland Business Combination Act may discourage third parties from trying to acquire control of us and increase the difficulty of consummating such an offer. The Maryland Control Share Acquisition Act provides that holders of "control shares" of a Maryland real estate investment trust acquired in a "control share acquisition" have no voting rights with respect to such shares except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be 24 Table of Contents cast on the matter, excluding votes entitled to be cast by the acquirer of control shares, our officers and our trustees who are also our employees. Our bylaws exempt from the Maryland Control Share Acquisition Act acquisitions of our shares by any person. If we amend our bylaws to repeal the exemption from the Maryland Control Share Acquisition Act, the Maryland Control Share Acquisition Act also may make it more difficult for a third party to obtain control of us and increase the difficulty of consummating such an offer. We have also adopted other measures that may make it difficult for a third party to obtain control of us, including provisions of our declaration of trust and bylaws limiting the liability of our present and former trustees and officers to us and our shareholders for money damages to the maximum extent permitted under Maryland law, requiring us to indemnify our present and former trustees and officers for actions taken in their official capacities, permitting (subject to the rights of holders of any class or series of preferred shares) removal of a trustee, with or without cause, only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of trustees, and authorizing our board (without shareholder approval) to classify or reclassify our shares in one or more classes or series, to cause the issuance of additional shares and to amend our declaration of trust to increase or decrease the number of shares that we have authority to issue. These provisions, as well as other provisions of our declaration of trust and bylaws, may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of our shareholders. Restrictions on ownership and transfer of our shares may restrict change of control or business combination opportunities in which our shareholders might receive a premium for their shares. In order for us to qualify as a REIT for each taxable year, no more than 50% in value of our outstanding shares may be owned, directly or constructively, by five or fewer individuals during the last half of any calendar year, and at least 100 persons must beneficially own our shares during at least 335 days of a taxable year of 12 months, or during a proportionate portion of a shorter taxable year. "Individuals" for this purpose include natural persons, private foundations, some employee benefit plans and trusts, and some charitable trusts. To assist us in preserving our REIT qualification, among other purposes, our declaration of trust generally prohibits, among other limitations, any person from beneficially or constructively owning more than 9.8% in value or in number of shares, whichever is more restrictive, of our aggregate outstanding shares of all classes and series, the outstanding shares of any class or series of our preferred shares or our outstanding common shares. These ownership limits and the other restrictions on ownership and transfer of our shares contained in our declaration of trust could have the effect of discouraging a takeover or other transaction in which holders of our common shares might receive a premium for their shares over the then prevailing market price or which holders might believe to be otherwise in their best interests. Our board of trustees has established exemptions from these ownership limits which permits certain of our institutional investors to hold up to 20% of our common shares and up to 25% of our preferred shares. Risks Related to Our Debt Financings There are risks associated with our indebtedness. Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following: • • • • our cash flow may be insufficient to meet our required principal and interest payments; to satisfy our debt obligations, we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms; our debt level could place us at a competitive disadvantage compared to our competitors with less debt; and we may violate our restrictive covenants or otherwise default on our obligations, which may entitle our creditors to accelerate our debt obligations, foreclose on our properties securing our debt, enforce our guarantees and/or trigger default on our other indebtedness. 25 Table of Contents Disruptions in the financial markets could affect our ability to obtain debt financing on reasonable terms or at all and have other adverse effects on us. Uncertainty in the credit markets may negatively impact our ability to access additional debt financing or to refinance existing debt maturities on favorable terms (or at all), which may negatively affect our ability to make acquisitions or make distributions required to maintain our qualification as a REIT. A downturn in the credit markets may cause us to seek alternative sources of potentially less attractive financing, and may require us to adjust our business plans accordingly. In addition, these factors may make it more difficult for us to sell properties or may adversely affect the price we receive for properties that we do sell, as prospective buyers may experience increased costs of debt financing or difficulties in obtaining debt financing. We depend on external sources of capital that are outside of our control, which could adversely affect our ability to acquire or develop properties, satisfy our debt obligations and/or make distributions to shareholders. We depend on external sources of capital to acquire properties, to satisfy our debt obligations and to make distributions to our shareholders required to maintain our qualification as a REIT, and these sources of capital may not be available on favorable terms, or 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 U.S. federal income tax purposes. If we are unable to obtain external sources of capital, we may not be able to acquire properties when strategic opportunities exist, satisfy our debt obligations or make cash distributions to our shareholders that would permit us to qualify as a REIT or avoid paying tax on all of our net taxable income. Increases in interest rates may increase our interest expense and adversely affect our cash flow and our ability to service our indebtedness and make cash distributions to our shareholders, and our decision to hedge against interest rate risk might not be effective. As of December 31, 2021, we had approximately $2.9 billion of debt outstanding, of which approximately $615.0 million, or 20.9%, is subject to variable interest rates (excluding variable-rate debt subject to interest rate swaps). Although the credit markets have recently experienced historic lows in interest rates, if interest rates rise, the interest rates on variable-rate debt that we may incur in the future could be higher than current levels, which could increase our financing costs and decrease our cash flow and our ability to pay cash distributions to our shareholders. Although we have historically sought, and may in the future seek, to manage our exposure to interest rate volatility by using interest rate hedging arrangements, these arrangements may not be effective. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations. Failure to hedge effectively against interest rate changes may adversely affect our financial condition, results of operations and ability to make cash distributions to our shareholders. The terms and covenants relating to our indebtedness could adversely impact our economic performance. Our credit facility, term loan facilities and senior unsecured notes contain (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, cap our total leverage and our unsecured debt. In the event that we fail to satisfy our covenants, we would be in default under our debt agreements 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 could cause us to operate our business with a view toward compliance with such covenants, which might not produce optimal returns for shareholders. The discontinuation of the London interbank offered rate ("LIBOR") and transition to alternative reference rates may adversely impact our borrowings and interest rate hedging. Many of our debt agreements and our interest rate swap agreements are linked to LIBOR, including our credit facility and term loan facilities. As announced on March 5, 2021 by the ICE Benchmark Administration Limited ("IBA"), the IBA will cease the publication of LIBOR for the most commonly used U.S. dollar LIBOR tenors after June 30, 2023. The Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions convened by the U.S. Federal Reserve Board and the New York Federal Reserve, has recommended the Secured Overnight Financing Rate ("SOFR") as a more robust reference rate alternative to U.S. dollar LIBOR. Market practices related to SOFR calculation conventions continue to develop and may vary, and inconsistent calculation conventions may develop among financial products. It is not possible to predict all consequences of the 26 Table of Contents IBA's plans to cease publishing LIBOR, any related regulatory actions and the expected discontinuance of the use of LIBOR as a reference rate for financial contracts. Before the transition date described above, we may need to amend our debt agreements and interest rate swap agreements that utilize LIBOR as a factor in determining the interest rate based on SOFR or another new standard that is established, if any. However, these efforts may not be successful in mitigating the legal, tax and financial risk from changing the reference rate in our legacy agreements. Furthermore, the transition away from LIBOR may adversely impact our ability to manage and hedge exposures to fluctuations in interest rates using derivative instruments. There is no guarantee that a transition from LIBOR to an alternative will not result in financial market disruptions, significant increases in benchmark rates, or borrowing costs to borrowers, any of which could have an adverse effect on our business, results of operations, financial condition, and the market price of our common shares. Risks Related to Our Qualification as a REIT Our failure to remain qualified as a REIT would subject us to U.S. federal income tax and applicable state and local taxes, which would reduce the amount of operating cash flow to our shareholders. We have elected and we believe that we have qualified to be taxed as a REIT commencing with our taxable year ended December 31, 2015. We have not requested, and do not intend to request a ruling from the Internal Revenue Service ("IRS"), that we qualify as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions and Treasury Regulations promulgated thereunder for which there are limited judicial and administrative interpretations. To qualify as a REIT, we must meet, on an ongoing basis through actual operating results, various tests regarding the nature and diversification of our assets and our income, the ownership of our outstanding shares and the amount of our distributions. Our ability to satisfy these asset tests depends upon our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals. Moreover, new legislation, court decisions or administrative guidance may, in each case possibly with retroactive effect, make it more difficult or impossible for us to qualify as a REIT. Thus, while we believe that we have been organized and operated and we intend to operate so that we will continue to qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations and the possibility of future changes in our circumstances, no assurance can be given that we have qualified or will so qualify for any particular year. These considerations also might restrict the types of assets that we can acquire or services that we can provide in the future. We own and may in the future acquire direct or indirect interests in entities that have elected or will elect to be treated as REITs under the Code (each a "Subsidiary REIT"). If a Subsidiary REIT were to fail to qualify as a REIT, then (i) that Subsidiary REIT would become subject to U.S. federal income tax, (ii) shares in such Subsidiary REIT would cease to be qualifying assets for purposes of the asset tests applicable to REITs, and (iii) it is possible that we would fail certain of the tests applicable to REITs, in which event we would fail to qualify as a REIT unless we qualify for certain statutory relief provisions. If we fail to qualify as a REIT in any taxable year, and we do not qualify for certain statutory relief provisions, we would be required to pay U.S. federal income tax on our taxable income at regular corporate rates, and distributions to our shareholders would not be deductible by us in determining our taxable income. In such a case, we might need to borrow money, sell assets, or reduce or even cease making distributions in order to pay our taxes. Our payment of income tax would reduce significantly the amount of operating cash flow to our shareholders. Furthermore, if we fail to maintain our qualification as a REIT, we no longer would be required to make distributions to our shareholders. In addition, unless we were eligible for certain statutory relief provisions, we could not re-elect to be taxed as a REIT until the fifth calendar year following the year in which we failed to qualify. Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flow. Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and assets, including taxes on any undistributed income, state or local income and property and transfer taxes, including real property transfer taxes. In addition, we could, in certain circumstances, be required to pay an excise or penalty tax (which could be significant in amount) in order to utilize one or more relief provisions under the Code to maintain our qualification as a REIT. Any of these taxes would decrease operating cash flow to our shareholders. In order to qualify as a REIT, we must distribute to our shareholders each calendar year at least 90% of our net taxable income (excluding net capital gain). To the extent that we satisfy the 90% distribution requirement, but 27 Table of Contents distribute less than 100% of our net taxable income (including net capital gain), we would be subject to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will incur a 4% non-deductible excise tax on the amount, if any, by which our distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. Although we intend to distribute our net taxable income to our shareholders in a manner that would avoid this 4% tax, there can be no assurance that we will be able to do so, due to timing differences between our actual receipt of cash and the inclusion of items in our income for U.S. federal income tax purposes, the effect of non-deductible capital expenditures, or the creation of reserves or required debt or amortization payments. In addition, we will be subject to a 100% tax on any income from sales or other dispositions of property (other than property treated as foreclosure property under the Code) that is held as inventory or primarily for sale to customers in the ordinary course of a trade or business by a REIT, either directly or indirectly through certain pass- through subsidiaries (a "prohibited transaction"). In order to meet the REIT qualification requirements, or to avoid the imposition of the penalty tax on prohibited transactions, we may hold some of our assets or provide certain services to our tenants through one or more TRSs, which generally will be subject to U.S. federal, state and local corporate taxes. In addition, if a REIT lends money to a TRS, the TRS may be unable to deduct all or a portion of the interest paid to the REIT, which could increase the tax liability of the TRS. In addition, the Code imposes a 100% tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm's length basis. We intend to structure transactions with any TRS on terms that we believe are arm's length to avoid incurring the 100% excise tax described above. There can be no assurances, however, that we will be able to avoid application of the 100% tax. Furthermore, if we acquire appreciated assets from a corporation that is or has been a subchapter C corporation in a transaction in which the adjusted tax basis of such assets in our hands is less than the fair market value of the assets, determined at the time we acquired such assets, and if we subsequently dispose of any such assets during the 5-year period following the acquisition of the assets from the C corporation, we will be subject to tax at the highest corporate tax rates on any gain from the disposition of such assets to the extent of the excess of the fair market value of the assets on the date that we acquired such assets over the basis of such assets on such date, which we refer to as built-in gains. Payment of these taxes generally could materially and adversely affect our income, cash flow, results of operations, financial condition, liquidity and prospects, and could adversely affect the value of our common shares and our ability to make distributions to our shareholders. Complying with the REIT requirements may cause us to forgo and/or liquidate otherwise attractive investments, and in some situations, to maintain our REIT qualification, we may be forced to borrow funds during unfavorable market conditions. To qualify as a REIT, we must ensure that at least 75% of our gross income for each taxable year, excluding certain amounts, is derived from certain real property-related sources, and at least 95% of our gross income for each taxable year, excluding certain amounts, is derived from certain real property-related sources and passive income such as dividends and interest. In addition, we must ensure that, at the end of each calendar quarter, at least 75% of the value of our total assets consists of cash, cash items, U.S. government securities and qualified real estate assets. The remainder of our investment in securities generally cannot include more than 10% of the outstanding voting securities of any one issuer (other than U.S. government securities, securities of corporations that are treated as TRSs and qualified real estate assets) or more than 10% of the total value of the outstanding securities of any one issuer (other than government securities, securities of corporations that are treated as TRSs and qualified real estate assets). In addition, in general, no more than 5% of the value of our assets can consist of the securities of any one issuer (other than U.S. government securities, securities of corporations that are treated as TRSs and qualified real estate assets), no more than 20% of the value of our total assets can be represented by securities of one or more TRSs and no more than 25% of the value of our assets can consist of debt instruments issued by publicly offered REITs that are not otherwise secured by real property. If we fail to comply with these asset requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. To meet these tests, we may be required to take or forgo taking actions that we would otherwise consider advantageous. For instance, in order to satisfy the gross income or asset tests applicable to REITs under the Code, we may be required to forgo investments that we otherwise would make, and we may be required to liquidate from our portfolio otherwise attractive investments. In addition, we may be required to make distributions to shareholders at disadvantageous times or when we do not have funds readily available for distribution. As a result, we may need to borrow funds to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. Our access to third-party sources of capital depends on a number of factors, 28 Table of Contents including the market's perception of our growth potential, our current debt levels, the per share trading price of our common shares, and our current and potential future earnings. We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times. These actions could reduce our income and amounts available for distribution to our shareholders. Thus, compliance with the REIT requirements may hinder our investment performance. If our operating partnership is treated as a corporation for U.S. federal income tax purposes, we will cease to qualify as a REIT. We believe our operating partnership qualifies as a partnership for U.S. federal income tax purposes, and accordingly generally will not be subject to U.S. federal income tax on its income. Instead, each of its partners, including us, will be required to pay tax on its allocable share of our operating partnership's income. No assurance can be provided, however, that the IRS will not challenge our operating partnership's status as a partnership for U.S. federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating our operating partnership as a corporation for U.S. federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs, we would cease to qualify as a REIT, and both we and our operating partnership would become subject to U.S. federal, state and local income tax. The payment by our operating partnership of income tax would reduce significantly the amount of cash available to our operating partnership to satisfy obligations to make principal and interest payments on its debt and to make distribution to its partners, including us. Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities. The REIT provisions of the Code may limit our ability to hedge our assets and operations. Under these provisions, any income that we generate from transactions intended to hedge our interest rate risk will be excluded from gross income for purposes of the REIT 75% and 95% gross income tests if (i) the instrument (a) hedges interest rate risk on liabilities used to carry or acquire real estate assets or (b) hedges an instrument described in clause (a) for a period following the extinguishment of the liability or the disposition of the asset that was previously hedged by the hedged instrument, and (ii) the relevant instrument is properly identified under applicable Treasury regulations. Income from hedging transactions that does not meet these requirements will generally constitute non- qualifying income for purposes of both the REIT 75% and 95% gross income tests. As a result of these rules, we may have to limit our use of hedging techniques that might otherwise be advantageous or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear, and we generally would not benefit from losses in our TRS, although, subject to limitation, such losses may be carried forward to offset future taxable income of the TRS. The ability of our board of trustees to revoke our REIT election without shareholder approval may cause adverse consequences to our shareholders. Our declaration of trust provides that the board of trustees may revoke or otherwise terminate our REIT election, without the approval of our shareholders, if the board determines that it is no longer in our best interest to attempt to, or continue to, qualify as a REIT. If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our net taxable income and we generally would no longer be required to distribute any of our net taxable income to our shareholders, which may have adverse consequences on our total return to our shareholders. Legislative or regulatory tax changes related to REITs could materially and adversely affect our business. At any time, the U.S. federal income tax laws or regulations governing REITs or the administrative interpretations of those laws or regulations may be changed, possibly with retroactive effect. Furthermore, the Biden administration has indicated an intention to enact tax legislation that could impact the taxation of an investment in our common stock. We cannot predict if or when any new U.S. federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. 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, U.S. federal income tax law, regulation or administrative interpretation. The Tax Cuts and Jobs Act of 2017 ("TCJA"), which was signed into law on December 22, 2017, significantly changed U.S. federal 29 Table of Contents income tax laws applicable to businesses and their owners, including REITs and their stockholders, and lessened the relative competitive advantage of operating as a REIT rather than as a C corporation. Stockholders are urged to consult with their tax advisors regarding the effects of the TCJA or other legislative, regulatory or administrative developments on an investment in the Company's common stock. Risks Related to Our Common Shares and Preferred Shares Common shares and preferred shares eligible for future sale may have adverse effects on our share price. Subject to applicable law and the rules of any stock exchange on which our shares may be listed or traded, our board, without common shareholder approval, may authorize us to issue additional authorized and unissued common shares and preferred shares on the terms and for the consideration it deems appropriate and may amend our declaration of trust to increase the total number of shares, or the number of shares of any class or series, that we are authorized to issue. In addition, our operating partnership may issue OP units, which are redeemable for cash or, at our option exchangeable on a one-for-one basis into common shares after an agreed period of time and certain other conditions, preferred units of limited partnership interest, which are redeemable for cash or, at our option exchangeable on a one-for-one basis into our 6.000% Series A cumulative redeemable preferred shares of beneficial interest ("Series A Preferred Shares") and subordinated performance units, which are only convertible into OP units beginning two years following the initial issuance of the applicable series and then (i) at the holder's election only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate or (ii) at our election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations. Notwithstanding the two-year lock out period on conversions of subordinated performance units into OP units, if such subordinated performance units were convertible into OP units as of December 31, 2021, each subordinated performance unit would on average hypothetically convert into 1.61 OP units, or into an aggregate of approximately 22.7 million OP units. These amounts are based on historical financial information for the trailing twelve months ended December 31, 2021. The hypothetical conversion is calculated by dividing the average cash available for distribution, or CAD, per subordinated performance unit by 110% of the CAD per OP unit over the same period. We anticipate that as our CAD grows over time, the conversion ratio will also grow, including to levels that may exceed this amount. The actual number of OP units into which such subordinated performance units will become convertible may vary significantly and will depend upon the applicable conversion penalty and the actual CAD to the OP units and the actual CAD to the converted subordinated performance units in the one-year period ending prior to conversion. We have also granted registration rights to those persons who will be eligible to receive common shares issuable upon exchange of OP units and preferred shares issuable upon exchange of preferred units issued in our contribution transactions. We cannot predict the effect, if any, of future sales of our common or preferred shares or the availability of shares for future sales, on the market price of our common or preferred shares. The market price of our common shares may decline significantly when the restrictions on resale by certain of our shareholders lapse. Sales of substantial amounts of common or preferred shares or the perception that such sales could occur may adversely affect the prevailing market price for our common shares. We cannot assure our ability to pay dividends in the future. Historically, we have paid quarterly common share dividends to our shareholders and quarterly distributions to our operating partnership unitholders, and we intend to continue to pay such dividends and distributions in amounts such that all or substantially all of our net taxable income in each year is distributed, which, along with other factors, should enable us to continue to qualify for the tax benefits accorded to a REIT under the 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 properties; capital expenditures with respect to existing and newly acquired properties; general and administrative expenses associated with our operation as a publicly-held REIT; • maintenance of our REIT qualification; • the amount of, and the interest rates on, our debt and the ability to refinance our debt; 30 Table of Contents • • the absence of significant expenditures relating to environmental and other regulatory matters; and other risk factors described in this Annual Report on Form 10-K. 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. Future offerings of debt or equity securities, which may rank senior to our common shares, may adversely affect the market price of our common shares. If we decide to issue debt securities in the future, which would rank senior to our common shares, it is likely that they will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any equity securities or convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common shares and may result in dilution to owners of such shares. We and, indirectly, our shareholders will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our common shares will bear the risk of our future offerings reducing the market price of our shares and diluting the value of their common share holdings in us. Item 1B. Unresolved Staff Comments None. Item 2. Properties As of December 31, 2021, we held ownership interests in and operated a geographically diversified portfolio of 1,050 self storage properties, located in 42 states and Puerto Rico, comprising approximately 67.8 million rentable square feet, configured in approximately 533,000 storage units. Of these properties, we consolidated 873 self storage properties that contain approximately 55.1 million rentable square feet and we held a 25% ownership interest in 177 unconsolidated real estate venture properties that contain approximately 12.7 million rentable square feet. The following table sets forth summary information regarding our consolidated properties by state as of December 31, 2021. 31 State/Territory Texas California(1) Oregon Georgia Florida North Carolina Arizona Oklahoma Louisiana(1) Kansas Indiana Colorado Washington Pennsylvania New Hampshire Puerto Rico Alabama Nevada Tennessee Ohio Missouri Illinois Maryland Massachusetts New Mexico Kentucky New Jersey South Carolina Idaho Mississippi Iowa Arkansas Virginia Minnesota Connecticut New York Montana Wyoming Wisconsin Utah Total/Weighted Average Number of Properties Number of Units Rentable Square Feet % of Rentable Square Feet Period-end Occupancy 194 86 70 60 57 41 33 33 31 23 21 20 19 17 15 14 14 14 13 13 11 10 8 7 6 5 5 5 5 4 3 3 3 3 2 1 1 1 1 1 873 88,530 51,256 28,782 27,072 34,660 19,765 17,899 15,284 13,797 8,597 10,988 8,820 6,643 7,397 7,113 12,391 7,295 7,037 6,144 5,504 4,937 6,190 1,436 1,830 1,040 2,740 1,298 456 2,790 2,717 3,943 4,563 424 1,180 4,844 814 1,416 314 378 439 428,723 12,435,375 6,479,103 3,596,730 3,679,216 3,775,898 2,485,012 2,062,371 2,141,647 1,715,227 1,187,718 1,440,340 1,092,199 872,745 912,872 886,686 1,338,160 1,071,525 886,873 825,720 729,087 628,849 697,652 262,331 226,935 170,920 353,947 166,701 47,959 413,276 363,718 488,548 492,984 56,500 152,461 522,547 93,105 199,345 46,550 59,672 60,200 55,118,704 22.6 % 11.8 % 6.4 % 6.7 % 6.9 % 4.5 % 3.7 % 3.9 % 3.1 % 2.2 % 2.6 % 2.0 % 1.6 % 1.7 % 1.6 % 2.4 % 1.9 % 1.6 % 1.5 % 1.3 % 1.1 % 1.3 % 0.5 % 0.4 % 0.3 % 0.6 % 0.3 % 0.1 % 0.7 % 0.7 % 0.9 % 0.9 % 0.1 % 0.3 % 0.9 % 0.2 % 0.4 % 0.1 % 0.1 % 0.1 % 100.0 % 91.4 % 96.7 % 90.4 % 94.9 % 94.3 % 96.0 % 94.3 % 94.7 % 92.0 % 90.3 % 93.8 % 89.8 % 88.7 % 93.0 % 94.2 % 95.7 % 79.2 % 94.2 % 91.7 % 90.5 % 87.2 % 90.6 % 97.8 % 95.8 % 85.3 % 94.0 % 90.0 % 84.6 % 86.8 % 88.1 % 92.5 % 81.0 % 88.8 % 94.0 % 81.8 % 87.4 % 90.6 % 89.5 % 94.1 % 97.9 % 92.6 % (1) Six of the California properties and two of the Louisiana properties are subject to non-cancelable leasehold interest agreements that are classified as operating leases. See "Note 13. Leases" in Item 8. "Financial Statements and Supplementary Data." 32 The following table sets forth summary information regarding our unconsolidated real estate venture properties by state as of December 31, 2021. State Florida Michigan New Jersey Alabama Ohio California Georgia Other(1) Total Number of Properties Number of Units Rentable Square Feet % of Rentable Square Feet Period-end Occupancy 27 24 15 14 14 12 11 60 177 15,082 15,606 10,522 5,521 9,378 6,649 6,132 34,937 103,827 1,712,691 1,979,323 1,226,183 826,157 1,124,497 779,635 872,083 4,188,295 12,708,864 13.5 % 15.6 % 9.6 % 6.5 % 8.8 % 6.1 % 6.9 % 33.0 % 100.0 % 95.5 % 92.6 % 87.4 % 94.6 % 91.3 % 95.3 % 95.5 % 92.2 % 92.7 % (1) Other states in the unconsolidated real estate ventures include Arizona, Delaware, Illinois, Massachusetts, Minnesota, Mississippi, Nevada, New York, Oklahoma, Pennsylvania, Rhode Island, Tennessee, Texas and Virginia. Our portfolio consists of self storage properties that are designed to offer customers convenient, affordable, and secure storage units. Generally, our properties are in highly visible locations clustered in states or markets with strong population and job growth and are specifically designed to accommodate residential and commercial tenants with features such as security systems, electronic gate entry, easy access, climate control, and pest control. Our units typically range from 25 square feet to 300 square feet, and some of our properties also offer outside storage for vehicles, boats, and equipment. We provide 24-hour access to many storage units through computer controlled access systems, as well as alarm and sprinkler systems on many of our individual storage units. Almost all of the storage units in our portfolio are leased on a month-to-month basis providing us the flexibility to increase rental rates over time as market conditions permit. Additional information on our consolidated self storage properties is contained in "Schedule III - Real Estate and Accumulated Depreciation" in this Annual Report on Form 10-K. Item 3. Legal Proceedings We are not currently subject to any legal proceedings that we consider to be material. Item 4. Mine Safety Disclosures Not applicable. 33 Table of Contents PART II Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common shares have been listed and traded on the NYSE under the symbol "NSA" since April 22, 2015. Prior to that time there was no public market for our common shares. Holders As of February 24, 2022, the Company had 87 record holders of its common shares. The 87 holders of record do not include the beneficial owners of common shares whose shares are held by a broker or bank. Such information was obtained from our transfer agent and registrar. Dividends Since our initial quarter as a publicly-traded REIT, we have made regular quarterly distributions to our shareholders. Holders of common shares are entitled to receive distributions when declared by our board of trustees out of any assets legally available for that purpose. In order to maintain our status as a REIT, we are required to distribute at least 90% of our "REIT taxable income," which is generally equivalent to our net taxable ordinary income, determined without regard to the deduction for dividends paid and excluding net capital gains to our shareholders annually in order to maintain our REIT qualification for U.S. federal income tax purposes. Common share dividends are characterized for U.S. federal income tax purposes as ordinary income, capital gains, return of capital or a combination thereof. Each year we communicate to shareholders the tax characterization of the common share dividends paid during the preceding year. Our tax return for the year ended December 31, 2021 has not yet been filed and consequently, the taxability information presented for our dividends paid in 2021 is based upon management's estimate. The following table summarizes the taxability of our dividends per common share for the year ended December 31, 2021: Ordinary Income Return of Capital Total Equity Compensation Plan Information Year Ended December 31, 2021 $ 1.460519 0.129481 $ 1.590000 91.9 % 8.1 % 100.0 % Information about our equity compensation plans is incorporated by reference to Item 12 of Part III of this Annual Report on Form 10-K. Unregistered Sales of Equity Securities During the three months ended December 31, 2021, the Company, in its capacity as general partner of its operating partnership, caused the operating partnership to issue 47,806 common shares to satisfy redemption requests from certain limited partners. On December 21, 2021, the operating partnership issued 8,662 OP units to an affiliate of Moove In, one of the Company's existing PROs, as partial consideration for the acquisition of a self storage property. On December 28, 2021, the operating partnership issued 16,972 OP units to unrelated third parties and an affiliate of Moove In, one of the Company's existing PROs, as partial consideration for the acquisition of a self storage property. On December 29, 2021, the operating partnership issued 6,632 OP units to an affiliate of Moove In, one of the Company's existing PROs, as partial consideration for the acquisition of a self storage property. On December 31, 2021, the operating partnership issued 96,256 OP units, of which 48,128 units were issued to an affiliate of Northwest and 48,128 units were issued to a company controlled by J. Timothy Warren, but owned by Mr. Warren's adult children, as partial consideration for the acquisition of an interest in SBOA TI Reinsurance Ltd. 34 Table of Contents Effective as of January 1, 2022, in connection with the retirement of Northwest, as described above in this Form 10-K, the Company issued 46,540 OP units to Northwest and its shareholders. In addition, effective as of the same day, 2,078,357 Series NW subordinated performance units converted into 3,911,260 OP units as a non-voluntary conversion in connection with Northwest's retirement. Of these, (i) a company owned and controlled by J. Timothy Warren received 13,213 OP units upon conversion of 7,021 Series NW subordinated performance units and (ii) a company controlled by J. Timothy Warren, but owned by Mr. Warren's adult children, received 295,739 OP units upon the conversion of 157,149 Series NW subordinated performance units. Also effective as of January 1, 2022, 82,611 subordinated performance units were converted in a voluntary conversion into 235,241 OP units. Of this amount, a company owned and controlled by Mark Van Mourick received 52,954 OP units upon the conversion of 20,000 Series OV subordinated performance units. In addition, effective as of January 1, 2022, 625,000 Class A OP units were converted into 234,751 Series MI subordinated performance units through an affiliate of Move It in a voluntary conversion. As of February 14, 2022, the operating partnership issued 6,217 subordinated performance units to an affiliate of Personal Mini, one of the Company's existing PROs, as partial consideration for the acquisition of a self storage property. Following a specified lock up period after the date of issuance set forth above, the OP units issued by the operating partnership may be redeemed from time to time by holders for a cash amount per OP unit equal to the market value of an equivalent number of common shares. The Company has the right, but not the obligation, to assume and satisfy the redemption obligation of the operating partnership described above by issuing one common share in exchange for each OP unit tendered for redemption. The Company has elected to report early the private placement of its common shares that may occur if the Company elects to assume the redemption obligation of the operating partnership as described above in the event that OP units are in the future tendered for redemption. Following a two-year lock-up period, holders of subordinated performance units may elect, only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate, to convert all or a portion of such subordinated performance units into OP units one time each year by submitting a completed conversion notice prior to December 1 of such year. All duly submitted conversion notices will become effective on the immediately following January 1. For additional information about the conversion or exchange of subordinated performance units into OP units, see Note 9 in Item 8 of this report. As of February 24, 2022, other than those OP units held by the Company, 37,666,531 OP units were outstanding (including 774,704 outstanding Long-Term Incentive Plan Units ("LTIP units") and 1,924,918 outstanding OP units in certain consolidated subsidiaries of the operating partnership ("DownREIT OP units"), which are convertible into, or exchangeable for, OP units on a one-for-one basis, subject to certain conditions). These issuances were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. 35 Table of Contents Performance Graph 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, 2016 and ending December 31, 2021. Index Period Ending 12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 National Storage Affiliates Trust S&P 500 $ 100 $ 100 129 $ 122 130 $ 116 173 $ 153 Russell 2000 Nareit All Equity REIT Index 100 100 115 109 102 104 128 134 193 $ 181 154 127 382 233 176 180 The foregoing item assumes $100.00 invested on December 31, 2016, with dividends reinvested. The Performance Graph will not be deemed to be incorporated by reference into any filing by NSA under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that NSA specifically incorporates the same by reference. Item 6. [Reserved] None. 36 Period EndingIndex ValueTotal Return PerformanceNational Storage Affiliates TrustS&P 500Russell 2000Nareit All Equity REIT Index12/31/1612/31/1712/31/1812/31/1912/31/2012/31/21050100150200250300350400 Table of Contents Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the financial statements and notes thereto included in Item 8. "Financial Statements and Supplementary Data" as well as Item 1. "Business," Item 1A. "Risk Factors," and Item 2. "Properties," respectively, in this Annual Report on Form 10-K. Overview National Storage Affiliates Trust is a fully integrated, self-administered and self-managed real estate investment trust organized in the state of Maryland on May 16, 2013. We have elected and we believe that we have qualified to be taxed as a REIT commencing with our taxable year ended December 31, 2015. We serve as the sole general partner of our operating partnership, a Delaware limited partnership formed on February 13, 2013 to conduct our business, which is focused on the ownership, operation, and acquisition of self storage properties predominantly located within the top 100 MSAs throughout the United States. Our Structure Our structure promotes operator accountability as subordinated performance units issued to our PROs in exchange for the contribution of their properties are entitled to distributions only after those properties satisfy minimum performance thresholds. In the event of a material reduction in operating cash flow, distributions on our subordinated performance units will be reduced before or disproportionately to distributions on our common shares held by our common shareholders. In addition, we expect our PROs will generally co-invest subordinated equity in the form of subordinated performance units in each acquisition that they source, and the value of these subordinated performance units will fluctuate with the performance of their managed portfolios. Therefore, our PROs are incentivized to select acquisitions that are expected to exceed minimum performance thresholds, thereby increasing the value of their subordinated equity stake. We expect that our shareholders will benefit from the higher levels of property performance that our PROs are incentivized to deliver. Our PROs We had ten PROs as of December 31, 2021: Northwest, Optivest, Move It, Guardian, Southern, Blue Sky, Moove In, Hide Away, Storage Solutions and Personal Mini. We seek to further expand our platform by continuing to recruit additional established self storage operators, while integrating our operations through the implementation of centralized initiatives, including management information systems, revenue enhancement, and cost optimization programs. Our national platform allows us to capture cost savings by eliminating redundancies and utilizing economies of scale across the property management platforms of our PROs while also providing greater access to lower-cost capital. During the year ended December 31, 2021, one of our largest PROs, Northwest, notified us of Northwest's election to retire as a PRO effective January 1, 2022. As a result of the retirement, on January 1, 2022, management of our properties in the Northwest managed portfolio was transferred to us and the Northwest brand name and related intellectual property was internalized by us, and we discontinued payment of any supervisory and administrative fees or reimbursements to Northwest. In addition, on January 1, 2022, we issued a notice of non- voluntary conversion to convert all of the subordinated performance units related to Northwest's managed portfolio into OP units. As part of the internalization, most of Northwest's employees were offered and provided employment by us and continue managing Northwest's portfolio of properties as members of our existing property management platform. Our Property Management Platform Through our property management platform, we direct, manage and control the day-to-day operations and affairs of certain consolidated properties and our unconsolidated real estate ventures under our iStorage and SecurCare brands. As of December 31, 2021, our property management platform managed and controlled 415 of our consolidated properties and 177 of our unconsolidated real estate venture properties. We earn certain customary fees for managing and operating the properties in the unconsolidated real estate ventures and we facilitate tenant insurance and/or tenant warranty protection programs for tenants at these properties in exchange for half of all proceeds from such programs. 37 Table of Contents Our Consolidated Properties We seek to own properties that are well located in high quality sub-markets with highly accessible street access and attractive supply and demand characteristics, providing our properties with strong and stable cash flows that are less sensitive to the fluctuations of the general economy. Many of these markets have multiple barriers to entry against increased supply, including zoning restrictions against new construction and new construction costs that we believe are higher than our properties' fair market value. As of December 31, 2021, we owned a geographically diversified portfolio of 873 self storage properties, located in 39 states and Puerto Rico, comprising approximately 55.1 million rentable square feet, configured in approximately 429,000 storage units. Of these properties, 298 were acquired by us from our PROs, 574 were acquired by us from third-party sellers and one was acquired by us from the 2016 Joint Venture. Our Unconsolidated Real Estate Ventures We seek to opportunistically partner with institutional funds and other institutional investors to acquire attractive portfolios utilizing a promoted return structure. We believe there is significant opportunity for continued external growth by partnering with institutional investors seeking to deploy capital in the self storage industry. 2018 Joint Venture As of December 31, 2021, our 2018 Joint Venture, in which we have a 25% interest, owned and operated a portfolio of 103 properties containing approximately 7.8 million rentable square feet, configured in approximately 64,000 storage units and located across 17 states. 2016 Joint Venture As of December 31, 2021, our 2016 Joint Venture, in which we have a 25% ownership interest, owned and operated a portfolio of 74 properties containing approximately 4.9 million rentable square feet, configured in approximately 40,000 storage units and located across 13 states. COVID-19 We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business. The outbreak of COVID-19 in many countries, including the United States, has adversely impacted economic activity. As of the date of this report, our stores continue to operate and we are in compliance with federal, state and local COVID-19 guidelines and mandates. In response to the pandemic, we have continued to maintain increased levels and frequency of cleaning and sanitation of our self storage facilities and the recommended social distancing guidelines. Many of our stores feature online rental capabilities whereby a customer can complete the entire rental process online and receive an access code to the storage facility. For the remainder of our stores that do not yet benefit from the online rental feature, the combination of call center and email communication eliminates the need for any physical contact between customers and employees. Due to the pandemic, we experienced a slowdown in overall business activity during the second quarter of 2020. However, we observed sustained improvement in our property operating results during the third and fourth quarters of 2020 and continuing through the year ended December 31, 2021. Results of Operations When reviewing our results of operations it is important to consider the timing of acquisition activity. We acquired 229 self storage properties during the year ended December 31, 2021 and 77 self storage properties during the year ended December 31, 2020. As a result of these and other factors, we do not believe that our historical results of operations discussed and analyzed below are comparable or necessarily indicative of our future results of operations or cash flows. To help analyze the operating performance of our self storage properties, we also discuss and analyze operating results relating to our same store portfolio. Our same store portfolio is defined as those properties owned and operated since the first day of the earliest year presented, excluding any properties sold, expected to be sold or subject to significant changes such as expansions or casualty events which cause the portfolio's year-over-year operating results to no longer be comparable. 38 Table of Contents The following discussion and analysis of the results of our operations and financial condition for the year ended December 31, 2021 compared to the year ended December 31, 2020 should be read in conjunction with the accompanying consolidated financial statements included in Item 8. The discussion and analysis of the results of our operations and financial condition for the year ended December 31, 2020 compared to the year ended December 31, 2019, can be found in Part II, "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 26, 2021. Certain figures, such as interest rates and other percentages, included in this section have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our consolidated financial statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding. Year Ended December 31, 2021 compared to the Year Ended December 31, 2020 Net income was $146.9 million for the year ended December 31, 2021, compared to $79.5 million for the year ended December 31, 2020, an increase of $67.4 million. The increase was primarily due to an increase in net operating income ("NOI") resulting from self storage properties acquired during 2020 and 2021 and increases in equity in earnings from the Company's unconsolidated real estate ventures, partially offset by increases in depreciation and amortization, interest expense and general and administrative expenses. For a description of NOI, see "Non-GAAP Financial measures – NOI". Overview As of December 31, 2021, our same store portfolio consisted of 560 self storage properties. See "---Results of Operations" above for the definition of our same store portfolio. The following table illustrates the changes in rental revenue, other property-related revenue, management fees and other revenue, property operating expenses, and other expenses for the year ended December 31, 2021 compared to the year ended December 31, 2020 (dollars in thousands): Rental revenue Same store portfolio Non-same store portfolio Total rental revenue Other property-related revenue Same store portfolio Non-same store portfolio Total other property-related revenue Property operating expenses Same store portfolio Non-same store portfolio Total property operating expenses Net operating income Same store portfolio Non-same store portfolio Total net operating income Management fees and other revenue General and administrative expenses Depreciation and amortization Other Year Ended December 31, 2020 2021 Change $ 423,974 $ 117,573 541,547 368,185 $ 26,475 394,660 55,789 91,098 146,887 15,358 4,392 19,750 117,672 37,593 155,265 321,660 84,372 406,032 24,374 (51,001) (158,312) (2,853) 13,420 1,104 14,524 113,165 10,321 123,486 268,440 17,258 285,698 23,038 (43,640) (117,174) (808) 1,938 3,288 5,226 4,507 27,272 31,779 53,220 67,114 120,334 1,336 (7,361) (41,138) (2,045) 39 Table of Contents Other (expense) income Interest expense Equity in earnings of unconsolidated real estate ventures Acquisition costs Non-operating (expense) income Other expense Income before income taxes Income tax expense Net income Net income attributable to noncontrolling interests Net income attributable to National Storage Affiliates Trust Distributions to preferred shareholders Year Ended December 31, 2020 2021 Change (72,062) (62,595) (9,467) 5,294 (1,941) (906) (69,615) 148,625 (1,690) 146,935 (41,682) 265 (2,424) (1,211) (65,965) 81,149 (1,671) 79,478 (30,869) 105,253 48,609 (13,104) (13,097) 5,029 483 305 (3,650) 67,476 (19) 67,457 (10,813) 56,644 (7) Net income attributable to common shareholders $ 92,149 $ 35,512 $ 56,637 Total Revenue Our total revenue increased by $153.4 million, or 35.5%, for the year ended December 31, 2021, as compared to the year ended December 31, 2020. This increase was primarily attributable to incremental revenue from 229 self storage properties acquired during the year ended December 31, 2021, increases in management fees and other revenue from our unconsolidated real estate ventures and an increase in total portfolio average occupancy from 89.3% for the year ended December 31, 2020 to 94.2% for the year ended December 31, 2021. Average occupancy is calculated based on the average of the month-end occupancy immediately preceding the period presented and the month-end occupancies included in the respective period presented. Rental Revenue Rental revenue increased by $146.9 million, or 37.2%, for the year ended December 31, 2021, as compared to the year ended December 31, 2020. The increase in rental revenue was due to a $91.1 million increase in non-same store rental revenue which was primarily attributable to incremental rental revenue of $56.6 million from 229 self storage properties acquired during 2021, and $32.8 million from 77 self storage properties acquired during 2020. Same store portfolio rental revenues increased $55.8 million, or 15.2%, due to a 8.3% increase, from $12.14 to $13.15, in annualized same store rental revenue (including fees and net of any discounts and uncollectible customer amounts) divided by average occupied square feet ("average annualized rental revenue per occupied square foot"), driven primarily by increased contractual lease rates for in-place tenants and an increase in average occupancy from 89.3% for the year ended December 31, 2020 to 94.9% for the year ended December 31, 2021. Other Property-Related Revenue Other property-related revenue represents ancillary income from our self storage properties, such as tenant insurance-related access fees and sales of storage supplies. Other property-related revenue increased by $5.2 million, or 36.0%, for the year ended December 31, 2021, as compared to the year ended December 31, 2020. This increase primarily resulted from a $1.9 million, or 14.4%, increase in same store other property-related revenue and a $3.3 million increase in non-same store other property-related revenue which was primarily attributable to incremental other property-related revenue of $2.1 million from 229 self storage properties acquired during 2021, and $1.1 million from 77 self storage properties acquired during 2020. Management Fees and Other Revenue Management fees and other revenue, which are primarily related to managing and operating the unconsolidated real estate ventures, were $24.4 million for the year ended December 31, 2021, compared to $23.0 million for the year ended December 31, 2020, an increase of $1.3 million or 5.8%. This increase was primarily attributable to increased property management fees due to growth in unconsolidated real estate venture revenue. 40 Table of Contents Property Operating Expenses Property operating expenses were $155.3 million for the year ended December 31, 2021 compared to $123.5 million for the year ended December 31, 2020, an increase of $31.8 million, or 25.7%. The increase in property operating expenses resulted from a $4.5 million, or 4.0%, increase in same store property operating expenses and a $27.3 million increase in non-same store property operating expenses that was primarily attributable to incremental property operating expenses of $17.1 million from 229 self storage properties acquired during 2021, and $9.7 million from 77 self storage properties acquired during 2020. General and Administrative Expenses General and administrative expenses increased $7.4 million, or 16.9%, for the year ended December 31, 2021, compared to the year ended December 31, 2020. This increase was attributable to increases in supervisory and administrative fees charged by our PROs of $4.0 million, due to increases in property revenue and acquisitions of additional properties managed by our PROs, as well as increases in equity based compensation expense and personnel costs. Depreciation and Amortization Depreciation and amortization increased $41.1 million, or 35.1%, for the year ended December 31, 2021, compared to the year ended December 31, 2020. This increase was primarily attributable to incremental depreciation expense related to the 229 self storage properties acquired during 2021 and 77 self storage properties acquired during 2020. The increase in depreciation and amortization includes an increase in amortization of customer in-place leases from $9.0 million for the year ended December 31, 2020 to $20.7 million for the year ended December 31, 2021. Interest Expense Interest expense increased $9.5 million, or 15.1%, for the year ended December 31, 2021, compared to the year ended December 31, 2020. The increase in interest expense was attributable to higher outstanding borrowings including (i) the October 2020 issuance of $150.0 million of 2.99% senior unsecured notes due August 5, 2030 and $100.0 million of 3.09% senior unsecured notes due August 5, 2032, (ii) the May 2021 issuance of $55.0 million of 3.10% senior unsecured notes due May 4, 2033, (iii) the July 2021 issuance of $35.0 million of 2.16% senior unsecured notes due May 4, 2026 and $90.0 million of 3.00% senior unsecured notes due May 4, 2031, (iv) the September 2021 issuance of $125.0 million of term loan debt under our credit facility with an effective interest rate of 1.25% as of December 31, 2021, and (v) the December 14, 2021 issuance of $75.0 million of 2.72% senior unsecured notes due November 30, 2030, $175.0 million of 2.81% senior unsecured notes due November 30, 2031 and $75.0 million of 3.06% senior unsecured notes due November 30, 2036 and (vi) an increase in borrowings under our revolving line of credit with an effective interest rate of 1.35% as of December 31, 2021. Equity In Earnings Of Unconsolidated Real Estate Ventures Equity in earnings of unconsolidated real estate ventures represents our share of earnings and losses incurred through our 25% ownership interests in the 2018 Joint Venture and the 2016 Joint Venture. During the year ended December 31, 2021, we recorded $5.3 million of equity in earnings from our unconsolidated real estate ventures compared to $0.3 million for the year ended December 31, 2020. Net Income Attributable to Noncontrolling Interests As discussed in Note 2 to the consolidated financial statements in Item 8, we allocate U.S. generally accepted accounting principles ("GAAP") income (loss) utilizing the HLBV method, in which we allocate income or loss based on the change in each unitholders' claim on the net assets of our operating partnership at period end after adjusting for any distributions or contributions made during such period. Due to the stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation expense, in any given period, income or loss may be allocated disproportionately to noncontrolling interests. Net income attributable to noncontrolling interests was $41.7 million for the year ended December 31, 2021, compared to $30.9 million for the year ended December 31, 2020. 41 Table of Contents Critical Accounting Policies and Use of Estimates Our financial statements have been prepared on the accrual basis of accounting in accordance with GAAP. The preparation of these financial statements requires us 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. On an ongoing basis, we evaluate our estimates and assumptions, including those that impact our most critical accounting policies. We base our estimates and assumptions on historical experience and on various other factors that we believe are reasonable under the circumstances. Our critical accounting estimates are defined as accounting estimates or assumptions made in accordance with GAAP, which involve a significant level of estimation, uncertainty or subjectivity and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Actual results may differ from these estimates. We believe the following are our most critical accounting policies. Principles of Consolidation and Presentation of Noncontrolling Interests Our consolidated financial statements include the accounts of our operating partnership and its controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation of entities. The limited partner ownership interests in our operating partnership that are held by owners other than us are referred to as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than our operating partnership. Noncontrolling interests in a subsidiary are generally reported as a separate component of equity in our consolidated balance sheets. In our consolidated statements of operations, the revenues, expenses and net income or loss related to noncontrolling interests in our operating partnership are included in the consolidated amounts, with net income or loss attributable to the noncontrolling interests deducted separately to arrive at the net income or loss solely attributable to us. When we obtain an economic interest in an entity, we evaluate the entity to determine if the entity is deemed a variable interest entity ("VIE"), and if we are 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, we consider the provisions of additional guidance to determine whether the general partner controls a limited partnership or similar entity when the limited partners have certain rights. We consolidate all entities that are VIEs and of which the Company is deemed to be the primary beneficiary. Self Storage Properties and Customer In-Place Leases Self storage properties are carried at historical cost less accumulated depreciation and any impairment losses. When self storage properties are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values. The purchase price is allocated to the individual properties based on 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 properties along with current and projected occupancy and relative rental rates or appraised values, if available. Tangible assets are allocated to land, buildings and related improvements, and furniture and equipment. In allocating the purchase price for a self storage property acquisition, we determine whether the acquisition includes intangible assets. We allocate a portion of the purchase price to an intangible asset attributed to the value of customer in-place leases. Because the majority of tenant leases are on a month-to-month basis, this intangible asset represents the estimated value of the leases in effect on the acquisition date. This intangible asset is amortized to expense using the straight-line method over 12 months, the estimated average remaining rental period for the leases. 42 Table of Contents Non-GAAP Financial Measures FFO and Core FFO Funds from operations, or FFO, is a widely used performance measure for real estate companies and is provided here as a supplemental measure of our operating performance. The December 2018 Nareit Funds From Operations White Paper - 2018 Restatement, which we refer to as the White Paper, defines FFO as net income (as determined under GAAP), excluding: real estate depreciation and amortization, gains and losses from the sale of certain real estate assets, gains and losses from change in control, mark-to-market changes in value recognized on equity securities, impairment write-downs of certain real estate assets and impairment of investments in entities when it is directly attributable to decreases in the value of depreciable real estate held by the entity and after items to record unconsolidated partnerships and joint ventures on the same basis. Distributions declared on subordinated performance units and DownREIT subordinated performance units represent our allocation of FFO to noncontrolling interests held by subordinated performance unitholders and DownREIT subordinated performance unitholders. For purposes of calculating FFO attributable to common shareholders, OP unitholders, and LTIP unitholders, we exclude distributions declared on subordinated performance units, DownREIT subordinated performance units, preferred shares and preferred units. We define Core FFO as FFO, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our core operating performance. These further adjustments consist of acquisition costs, organizational and offering costs, gains on debt forgiveness, gains (losses) on early extinguishment of debt, and after adjustments for unconsolidated partnerships and joint ventures. Management uses FFO and Core FFO as key performance indicators in evaluating the operations of our properties. Given the nature of our business as a real estate owner and operator, we consider FFO and Core FFO as key supplemental measures of our operating performance that are not specifically defined by GAAP. We believe that FFO and Core FFO are useful to management and investors as a starting point in measuring our operational performance because FFO and Core FFO exclude various items included in net income (loss) that do not relate to or are not indicative of our operating performance such as gains (or losses) from sales of self storage properties and depreciation, which can make periodic and peer analyses of operating performance more difficult. Our computation of FFO and Core FFO may not be comparable to FFO reported by other REITs or real estate companies. FFO and Core FFO 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 (loss). FFO and Core FFO do not represent cash generated from operating activities determined in accordance with GAAP and are not a measure of liquidity or an indicator of our ability to make cash distributions. We believe that to further understand our performance, FFO and Core FFO should be compared with our reported net income (loss) and considered in addition to cash flows computed in accordance with GAAP, as presented in our consolidated financial statements. 43 Table of Contents The following table presents a reconciliation of net income (loss) to FFO and Core FFO for the periods presented (in thousands, except per share and unit amounts): Net income Add (subtract): Real estate depreciation and amortization Company's share of unconsolidated real estate venture real estate depreciation and amortization Gain on sale of self storage properties Mark-to-market changes in value on equity securities Company's share of unconsolidated real estate venture loss on sale of properties Distributions to preferred shareholders and unitholders FFO attributable to subordinated performance unitholders(1) FFO attributable to common shareholders, OP unitholders, and LTIP unitholders Add: Acquisition costs Year Ended December 31, 2021 2020 2019 $ 146,935 $ 79,478 $ 66,013 156,930 115,757 103,835 15,408 15,297 — — — — 142 — (14,070) (49,810) (14,055) (29,708) 19,889 (2,814) (610) 202 (13,243) (34,121) 255,393 166,911 139,151 1,941 2,424 1,317 Core FFO attributable to common shareholders, OP unitholders, and LTIP unitholders $ 257,334 $ 169,335 $ 140,468 Weighted average shares and units outstanding - FFO and Core FFO:(2) Weighted average shares outstanding - basic Weighted average restricted common shares outstanding Weighted average effect of outstanding forward offering agreement(3) Weighted average OP units outstanding Weighted average DownREIT OP unit equivalents outstanding Weighted average LTIP units outstanding Total weighted average shares and units outstanding - FFO and Core FFO 81,195 33 100 30,127 1,925 542 66,547 58,208 30 60 29,863 1,906 543 28 — 30,277 1,848 585 113,922 98,949 90,946 FFO per share and unit Core FFO per share and unit $ $ 2.24 $ 2.26 $ 1.69 $ 1.71 $ 1.53 1.54 (1) Amounts represent distributions declared for subordinated performance unitholders and DownREIT subordinated performance unitholders for the periods presented. (2) NSA combines OP units and DownREIT OP units with common shares because, after the applicable lock-out periods, OP units in the Company's operating partnership are redeemable for cash or, at NSA's option, exchangeable for common shares on a one-for-one basis and DownREIT OP units are also redeemable for cash or, at NSA's option, exchangeable for OP units in our operating partnership on a one-for- one basis, subject to certain adjustments in each case. Subordinated performance units, DownREIT subordinated performance units, and LTIP units may also, under certain circumstances, be convertible into or exchangeable for common shares (or other units that are convertible into or exchangeable for common shares). See footnote(1) to the following table for additional discussion of subordinated performance units, DownREIT subordinated performance units, and LTIP units in the calculation of FFO and Core FFO per share and unit. (3) Represents the dilutive effect of the forward offering from the application of the treasury stock method. 44 Table of Contents The following table presents a reconciliation of earnings (loss) per share - diluted to FFO and Core FFO per share and unit for the periods presented: Year Ended December 31, 2020 2021 2019 Earnings (loss) per share - diluted $ 0.98 $ 0.53 $ (0.15) Impact of the difference in weighted average number of shares(1) Impact of GAAP accounting for noncontrolling interests, two-class method and treasury stock method(2) Add real estate depreciation and amortization Add Company's share unconsolidated venture real estate depreciation and amortization Subtract gain on sale of self storage properties Mark-to-market changes in value recognized on equity securities FFO attributable to subordinated performance unitholders FFO per share and unit Add acquisition costs and Company's share of unconsolidated real estate venture acquisition costs Core FFO per share and unit $ 0.18 — 1.38 0.14 — — (0.44) 2.24 0.02 2.26 $ (0.16) 0.30 1.17 0.15 — — (0.30) 1.69 0.02 1.71 $ 0.05 0.69 1.14 0.22 (0.03) (0.01) (0.38) 1.53 0.01 1.54 (1) Adjustment accounts for the difference between the weighted average number of shares used to calculate diluted earnings per share and the weighted average number of shares used to calculate FFO and Core FFO per share and unit. Diluted earnings per share is calculated using the two-class method for the company's restricted common shares, the treasury stock method for certain unvested LTIP units, and includes the assumption of a hypothetical conversion of subordinated performance units and DownREIT subordinated performance units into OP units, even though such units may only be convertible into OP units (i) after a lock-out period and (ii) upon certain events or conditions. For additional information about the conversion of subordinated performance units, DownREIT subordinated performance units and LTIP units into OP units, see Note 10 to the consolidated financial statements in Item 8. The computation of weighted average shares and units for FFO and Core FFO per share and unit includes all restricted common shares and LTIP units that participate in distributions and excludes all subordinated performance units and DownREIT subordinated performance units because their effect has been accounted for through the allocation of FFO to the related unitholders based on distributions declared. (2) Represents the effect of adjusting the numerator to consolidated net income (loss) prior to GAAP allocations for noncontrolling interests, after deducting preferred share and unit distributions, and before the application of the two-class method and treasury stock method, as described in footnote (1). NOI Net operating income, or NOI, represents rental revenue plus other property-related revenue less property operating expenses. NOI is not a measure of performance calculated in accordance with GAAP. We believe NOI is useful to investors in evaluating our operating performance because: • • NOI is one of the primary measures used by our management and our PROs to evaluate the economic productivity of our properties, including our ability to lease our properties, increase pricing and occupancy and control our property operating expenses; NOI 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, the book value of assets, and the impact of our capital structure; and • We believe NOI 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 the cost basis of our assets from our operating results. There are material limitations to using a non-GAAP 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 (loss). We compensate for these limitations by considering the economic effect of the excluded expense items independently as well as in connection 45 Table of Contents with our analysis of net income (loss). 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 and net income (loss). The following table presents a reconciliation of net income (loss) to NOI for the periods presented (dollars in thousands): Net income (Subtract) add: Management fees and other revenue General and administrative expenses Other Depreciation and amortization Interest expense Equity in (earnings) losses of unconsolidated real estate ventures Acquisition costs Income tax expense Gain on sale of self storage properties Non-operating expense (income) Net operating income Year Ended December 31, 2020 2021 2019 $ 146,935 $ 79,478 $ 66,013 (24,374) 51,001 2,853 158,312 72,062 (5,294) 1,941 1,690 — 906 406,032 $ (23,038) 43,640 808 117,174 62,595 (265) 2,424 1,671 — 1,211 285,698 $ (20,735) 44,030 1,551 105,119 56,464 4,970 1,317 1,351 (2,814) (452) 256,814 $ Our consolidated NOI shown in the table above does not include our proportionate share of NOI for our unconsolidated real estate ventures. For additional information about our 2018 Joint Venture and 2016 Joint Venture see Note 5 to the consolidated financial statements in Item 8. EBITDA and Adjusted EBITDA We define EBITDA as net income (loss), as determined under GAAP, plus interest expense, loss on early extinguishment of debt, income taxes, depreciation and amortization expense and the Company's share of unconsolidated real estate venture depreciation and amortization. We define Adjusted EBITDA as EBITDA plus acquisition costs, organizational and offering expenses, equity-based compensation expense, losses on sale of properties and impairment of long-lived assets, minus gains on sale of properties and debt forgiveness, and after adjustments for unconsolidated partnerships and joint ventures. These further adjustments eliminate the impact of items that we do not consider indicative of our core operating performance. In evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. We present EBITDA and Adjusted EBITDA because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. EBITDA and Adjusted EBITDA have limitations as an analytical tool. Some of these limitations are: • • • • EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements, for capital expenditures, contractual commitments or working capital needs; EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements; Adjusted EBITDA excludes equity-based compensation expense, which is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period; 46 Table of Contents • • EBITDA and Adjusted EBITDA do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. 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 (loss). EBITDA and Adjusted EBITDA 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 and net income (loss). The following table presents a reconciliation of net loss to EBITDA and Adjusted EBITDA for the periods presented (dollars in thousands): Net income Add: Depreciation and amortization Company's share of unconsolidated real estate venture depreciation and amortization Income tax expense Interest expense EBITDA Add: Acquisition costs Gain on sale of self storage properties Company's share of unconsolidated real estate venture loss on sale of properties Equity-based compensation expense Adjusted EBITDA Liquidity and Capital Resources Liquidity Overview Year Ended December 31, 2020 2021 2019 $ 146,935 $ 79,478 $ 66,013 158,312 117,174 105,119 15,408 1,690 72,062 394,407 1,941 — 15,297 1,671 62,595 276,215 2,424 — 19,889 1,351 56,464 248,836 1,317 (2,814) — 5,462 401,810 $ — 4,278 282,917 $ 202 4,527 252,068 $ Liquidity is the ability to meet present and future financial obligations. Our primary source of liquidity is cash flow from our operations. Additional sources are proceeds from equity and debt offerings, debt financings including additional borrowing capacity under the credit facility, and expansion options available under the 2023 Term Loan Facility, the 2028 Term Loan Facility, and our credit facility. Our short-term liquidity requirements consist primarily of property operating expenses, property acquisitions, capital expenditures, general and administrative expenses and principal and interest on our outstanding indebtedness. A further short-term liquidity requirement relates to distributions to our common and preferred shareholders and holders of preferred units, OP units, subordinated performance units, LTIP units, DownREIT OP units and DownREIT subordinated performance units. We expect to fund short-term liquidity requirements from our operating cash flow, cash on hand and borrowings under our credit facility. Our long-term liquidity needs consist primarily of the repayment of debt, property acquisitions, and capital expenditures. We acquire properties through the use of cash, preferred units, OP units and subordinated performance units in our operating partnership or DownREIT partnerships. We expect to meet our long-term liquidity requirements with operating cash flow, cash on hand, secured and unsecured indebtedness, and the issuance of equity and debt securities. The availability of credit and its related effect on the overall economy may affect our liquidity and future financing activities, both through changes in interest rates and access to financing. Currently, interest rates are low compared to historical levels. Our ability to access capital on favorable terms as well as to use cash from operations 47 Table of Contents to continue to meet our liquidity needs, all of which are highly uncertain and cannot be predicted, could be affected by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic. 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 debt and additional equity securities. However, we cannot assure you that this will be the case. Cash Flows At December 31, 2021, we had $25.0 million in cash and cash equivalents and $2.9 million of restricted cash, an increase in cash and cash equivalents of $6.3 million and a decrease in restricted cash of $0.1 million from December 31, 2020. Restricted cash primarily consists of escrowed funds deposited with financial institutions for real estate taxes, insurance, and other reserves for capital improvements in accordance with our loan agreements. The following discussion relates to changes in cash due to operating, investing, and financing activities, which are presented in our consolidated statements of cash flows included in Item 8 of this report. Operating Activities Cash provided by our operating activities was $331.3 million for the year ended December 31, 2021 compared to $220.7 million for the year ended December 31, 2020, an increase of $110.6 million. Our operating cash flow increased primarily due to 77 self storage properties acquired during the year ended December 31, 2020 that generated cash flow for the entire year ended December 31, 2021 and 229 self storage properties that were acquired during the year ended December 31, 2021. These increases were partially offset by higher cash payments for interest expense. Investing Activities Cash used in investing activities was $2.0 billion for the year ended December 31, 2021 compared to $509.7 million for the year ended December 31, 2020. The primary uses of cash for the year ended December 31, 2021 were for our acquisition of 229 self storage properties for cash consideration of $2.0 billion, capital expenditures of $27.6 million and the acquisition of the interest in a reinsurance company and related cash flows of $2.9 million. Cash used in investing activities was $509.7 million for the year ended December 31, 2020 compared to $393.0 million for the year ended December 31, 2019. The primary uses of cash for the year ended December 31, 2020 were for our acquisition of 77 self storage properties for cash consideration of $496.5 million, deposits for potential acquisitions of $1.1 million, capital expenditures of $16.4 million and contributions to unconsolidated real estate ventures of $4.4 million partially offset by $7.6 million of proceeds from the sale of equity securities and $1.5 million of distributions from unconsolidated real estate ventures. Capital expenditures totaled $27.6 million, $16.4 million and $20.6 million during the years ended December 31, 2021, 2020 and 2019 respectively. We generally fund post-acquisition capital additions from cash provided by operating activities. We categorize our capital expenditures broadly into three primary categories: • • • recurring capital expenditures, which represent the portion of capital expenditures that are deemed to replace the consumed portion of acquired capital assets and extend their useful life; value enhancing capital expenditures, which represent the portion of capital expenditures that are made to enhance the revenue and value of an asset from its original purchase condition; and acquisitions capital expenditures, which represent the portion of capital expenditures capitalized during the current period that were identified and underwritten prior to a property's acquisition. 48 Table of Contents The following table presents a summary of the capital expenditures for these categories, along with a reconciliation of the total for these categories to the capital expenditures reported in the accompanying consolidated statements of cash flows for the periods presented (dollars in thousands): Recurring capital expenditures Value enhancing capital expenditures Acquisitions capital expenditures Total capital expenditures Change in accrued capital spending Year Ended December 31, 2020 2021 2019 $ 9,500 $ 6,057 $ 8,738 11,185 29,423 (1,846) 4,026 6,064 16,147 248 8,708 4,420 8,305 21,433 (839) Capital expenditures per statement of cash flows $ 27,577 $ 16,395 $ 20,594 Financing Activities Cash provided by our financing activities was $1.7 billion for the year ended December 31, 2021 compared to $286.5 million for the year ended December 31, 2020. Our sources of financing cash flows for the year ended December 31, 2021 primarily consisted of $1.6 billion of borrowings under the Revolver, $901.0 million of proceeds from the issuance of common shares, $505.0 million of borrowings from the issuance of senior unsecured notes, $125.0 million of Term Loan borrowings under our credit facility and $88.0 million of borrowings under secured fixed-rate note agreements. Our primary uses of financing cash flows for the year ended December 31, 2021 were for principal payments on existing debt of $1.3 billion (which included $1.3 billion of principal repayments under the Revolver, $3.9 million in fixed rate mortgage repayments, and $3.8 million of scheduled fixed rate mortgage principal amortization), distributions to common shareholders of $131.7 million, distributions to noncontrolling interests of $102.2 million and distributions to preferred shareholders of $13.1 million. Our sources of financing cash flows for the year ended December 31, 2020 primarily consisted of $680.0 million of borrowings under the Revolver and $250.0 million of borrowings under our 2030 Notes and 2032 Notes and $82.9 million of proceeds from the issuance of common shares. Our primary uses of financing cash flows for the year ended December 31, 2020 were for principal payments on existing debt of $546.1 million (which included $505.5 million of principal repayments under the Revolver and $40.6 million of scheduled fixed rate mortgage principal payments), distributions to noncontrolling interests of $73.8 million, distributions to common shareholders of $90.1 million and distributions to preferred shareholders of $13.1 million. Credit Facility and Term Loan Facilities As of December 31, 2021, our credit facility provided for total borrowings of $1.550 billion, consisting of six components: (i) a Revolver which provides for a total borrowing commitment up to $650.0 million, whereby we may borrow, repay and re-borrow amounts under the Revolver, (ii) a $125.0 million Term Loan A, (iii) a $250.0 million Term Loan B, (iv) a $225.0 million Term Loan C, (v) a $175.0 million Term Loan D and (vi) a $125.0 million Term Loan E. The Revolver matures in January 2024; provided that we may elect to extend the maturity to July 2024 by paying an extension fee of 0.075% of the total borrowing commitment thereunder at the time of extension and meeting other customary conditions with respect to compliance. The Term Loan A matures in January 2023, the Term Loan B matures in July 2024, the Term Loan C matures in January 2025, the Term Loan D matures in July 2026 and the Term Loan E matures in March 2027. The Revolver, Term Loan A, Term Loan B, Term Loan C, Term Loan D and Term Loan E are not subject to any scheduled reduction or amortization payments prior to maturity. As of December 31, 2021, we have an expansion option under the credit facility, which, if exercised in full, would provide for a total credit facility of $1.750 billion. As of December 31, 2021, $125.0 million was outstanding under the Term Loan A with an effective interest rate of 3.69%, $250.0 million was outstanding under the Term Loan B with an effective interest rate of 2.86%, $225.0 million was outstanding under the Term Loan C with an effective interest rate of 2.86%, $175.0 million was outstanding under the Term Loan D with an effective interest rate of 3.07% and $125.0 million was outstanding under the Term Loan E with an effective interest rate of 1.25%. As of December 31, 2021, we would have had the capacity to borrow remaining Revolver commitments of $154.3 million while remaining in compliance with the credit facility's financial covenants. 49 Table of Contents We have a 2023 Term Loan Facility that matures in June 2023 and is separate from the credit facility in an aggregate amount of $175.0 million. As of December 31, 2021 the entire amount was outstanding under the 2023 Term Loan Facility with an effective interest rate of 2.83%. We have an expansion option under the 2023 Term Loan Facility, which, if exercised in full, would provide for total borrowings in an aggregate amount of $400.0 million. We have a 2028 Term Loan Facility that matures in December 2028 and is separate from the credit facility and 2023 Term Loan Facility in an aggregate amount of $75.0 million. As of December 31, 2021 the entire amount was outstanding under the 2028 Term Loan Facility with an effective interest rate of 4.62%. We have an expansion option under the 2028 Term Loan Facility, which, if exercised in full, would provide for total borrowings in an aggregate amount up to $125.0 million. We have a 2029 Term Loan Facility that matures in April 2029 and is separate from the credit facility, 2023 Term Loan Facility and 2028 Term Loan Facility in an aggregate amount of $100.0 million. As of December 31, 2021 the entire amount was outstanding under the 2029 Term Loan Facility with an effective interest rate of 4.27%. For a summary of our financial covenants and additional detail regarding our credit facility, 2023 Term Loan Facility, 2028 Term Loan Facility and 2029 Term Loan Facility, please see Note 8 to the consolidated financial statements in Item 8. 2029 and August 2031 Senior Unsecured Notes On August 30, 2019, our operating partnership issued $100.0 million of 3.98% senior unsecured notes due August 30, 2029 and $50.0 million of 4.08% senior unsecured notes due August 30, 2031 in a private placement to certain institutional investors. August 2030 and 2032 Senior Unsecured Notes On October 22, 2020, our operating partnership issued $150.0 million of 2.99% senior unsecured notes due August 5, 2030 and $100.0 million of 3.09% senior unsecured notes due August 5, 2032 in a private placement to certain institutional investors. 2026, May 2031 and May 2033 Senior Unsecured Notes On May 26, 2021, our operating partnership issued $55.0 million of 3.10% senior unsecured notes due May 4, 2033. On July 26, 2021, our operating partnership issued $35.0 million of 2.16% senior unsecured notes due May 4, 2026 and $90.0 million of 3.00% senior unsecured notes due May 4, 2031. November 2030, November 2031, and 2036 Senior Unsecured Notes On December 14, 2021, our operating partnership issued $75.0 million of 2.72% senior unsecured notes due November 30, 2030, $175.0 million of 2.81% senior unsecured notes due November 30, 2031 and $75.0 million of 3.06% senior unsecured notes due November 30, 2036. Sources of Liquidity and Capital Resources As of December 31, 2021, we had $25.0 million in cash and cash equivalents, compared to $18.7 million as of December 31, 2020. Our cash flows from operations result primarily from the ownership and management of self- storage facilities as described in Part I, Item 1, "Business". Our material cash requirements from contractual and other obligations primarily relate to our debt obligations. Expected timing of those payments are as follows. The information in this section should be read in conjunctionwith Note 8 and other information included in the accompanying consolidated financial statements included in Item 8. 50 Table of Contents (in thousands) Senior Unsecured Notes (1) Revolving line of credit Term loan facilities (2) Fixed rate mortgage notes payable Total Next 12 Months Beyond 12 Months — $ 905,000 $ — — — 490,000 1,250,000 303,944 Total 905,000 490,000 1,250,000 303,944 — $ 2,948,944 $ 2,948,944 $ $ (1) We believe we have access to additional financing and refinancing, if needed. (2) We have an expansion option related to our Term loan facilities which would provide an additional $200.0 million of borrowing capacity. We anticipate our current cash balances, cash flows from operations and available sources of liquidity will be sufficient to fund operations and meet our short-term and long-term cash requirements, including our scheduled debt repayments, payments for contractual obligations, acquisitions, capital expenditures, working capital needs, dividends, and other prudent uses of our capital, as needed. However, we will continue to assess our liquidity needs. In the event of certain market conditions, we may require additional liquidity, which would require us to evaluate available alternatives and take appropriate actions. Equity Transactions Issuance of Common Shares and Series A Preferred Shares On July 23, 2021, we closed a follow-on public offering of 10,120,000 of common shares, which included 1,320,000 common shares sold upon the exercise in full by the underwriters of their option to purchase additional common shares, at a public offering price of $51.25 per share. We received aggregate net proceeds from the offering of approximately $497.4 million after deducting the underwriting discount and additional expenses associated with the offering. During the year ended December 31, 2021, we sold 6,026,726 of our common shares through at the market offerings. The common shares were sold at an average offering price of $51.37 per share, resulting in net proceeds to us of approximately $306.7 million after deducting compensation payable by us to the agents and offering expenses. During September 2020, we completed an underwritten public offering of 4,500,000 common shares under forward sale agreements at a public offering price of $33.15 per share. The underwriters were granted a 30-day option to purchase up to an additional 675,000 common shares at the same price, which they partially exercised for an additional 400,000 common shares on October 6, 2020. On December 30, 2020, the Company settled a portion of the forward offering by physically delivering 1,850,510 common shares to the forward purchasers for net proceeds of approximately $60.0 million. On March 22, 2021 the Company settled the remaining portion of the forward offering by physically delivering 3,049,490 common shares to the forward purchasers for net proceeds of approximately $97.3 million. During the year ended December 31, 2021, after receiving notices of redemption from certain OP unitholders, we elected to issue 700,326 common shares to such holders in exchange for 700,326 OP units in satisfaction of the operating partnership's redemption obligations. Issuance of OP Equity In connection with the 229 properties acquired during the year ended December 31, 2021, we issued $195.1 million of OP equity (consisting of 6,665 series A-1 perpetual preferred units, 2,674,928 OP units and 756,351 subordinated performance units). As discussed in Note 3 to the consolidated financial statements in Item 8, during the year ended December 31, 2021, the Company issued 63,033 OP units upon the conversion of 32,741 subordinated performance units and 142,405 OP units upon the conversion of an equivalent number of LTIP units. 51 Table of Contents Dividends and Distributions During the year ended December 31, 2021, the Company paid $131.7 million of distributions to common shareholders, $13.1 million of distributions to preferred shareholders and distributed $102.2 million to noncontrolling interests. On February 24, 2022, our board of trustees declared a cash dividend and distribution, respectively, of $0.50 per common share and OP unit to shareholders and OP unitholders of record as of March 15, 2022. On February 24, 2022, our board of trustees also declared cash distributions of $0.375 per Series A Preferred Share and Series A-1 preferred unit to shareholders and unitholders of record as of March 15, 2021. In addition, we expect to declare a cash distribution in the first quarter of 2022 to our subordinated performance unitholders of record as of March 15, 2022. Such dividends and distributions are expected to be paid on March 31, 2022. Cash Distributions from our Operating Partnership Under the LP Agreement of our operating partnership, to the extent that we, as the general partner of our operating partnership, determine to make distributions to the partners of our operating partnership out of the operating cash flow or capital transaction proceeds generated by a real property portfolio managed by one of our PROs, the holders of the series of subordinated performance units that relate to such portfolio are entitled to share in such distributions. Under the LP Agreement of our operating partnership, operating cash flow with respect to a portfolio of properties managed by one of our PROs is generally an amount determined by us, as general partner of our operating partnership, equal to the excess of property revenues over property related expenses from that portfolio. In general, property revenue from the portfolio includes: (i) all receipts, including rents and other operating revenues; (ii) any incentive, financing, break-up and other fees paid to us by third parties; (iii) amounts released from previously set aside reserves; and (iv) any other amounts received by us, which we allocate to the particular portfolio of properties. In general, property-related expenses include all direct expenses related to the operation of the properties in that portfolio, including real property taxes, insurance, property-level general and administrative expenses, employee costs, utilities, property marketing expense, property maintenance and property reserves and other expenses incurred at the property level. In addition, other expenses incurred by our operating partnership will also be allocated by us, as general partner, to the property portfolio and will be included in the property-related expenses of that portfolio. Examples of such other expenses include: (i) corporate-level general and administrative expenses; (ii) out-of-pocket costs, expenses and fees of our operating partnership, whether or not capitalized; (iii) the costs and expenses of organizing and operating our operating partnership; (iv) amounts paid or due in respect of any loan or other indebtedness of our operating partnership during such period; (v) extraordinary expenses of our operating partnership not previously or otherwise deducted under item (ii) above; (vi) any third-party costs and expenses associated with identifying, analyzing, and presenting a proposed property to us and/or our operating partnership; and (vii)reserves to meet anticipated operating expenditures, debt service or other liabilities, as determined by us. To the extent that we, as the general partner of our operating partnership, determine to make distributions to the partners of our operating partnership out of the operating cash flow of a real property portfolio managed by one of our PROs, operating cash flow from a property portfolio is required to be allocated to OP unitholders and to the holders of series of subordinated performance units that relate to such property portfolio as follows: First, an amount is allocated to OP unitholders in order to provide OP unitholders (together with any prior allocations of capital transaction proceeds) with a cumulative preferred allocation on the unreturned capital contributions attributed to the OP units in respect of such property portfolio. The preferred allocation for all of our existing portfolios is 6%. As of December 31, 2021, our operating partnership had an aggregate of $2,936.9 million 52 Table of Contents of unreturned capital contributions with respect to common shareholders and OP unitholders, with respect to the various property portfolios. Second, an amount is allocated to the holders of the series of subordinated performance units relating to such property portfolio in order to provide such holders with an allocation (together with prior distributions of capital transaction proceeds) on their unreturned capital contributions. Although the subordinated allocation for the subordinated performance units is non-cumulative from period to period, if the operating cash flow from a property portfolio related to a series of subordinated performance units is sufficient, in the judgment of the general partner (with the approval of a majority of our independent trustees), to fund distributions to the holders of such series of subordinated performance units, but we, as the general partner of our operating partnership, decline to make distributions to such holders, the amount available but not paid as distributions will be added to the subordinated allocation corresponding to such series of subordinated performance units. The subordinated allocation for the outstanding subordinated performance units is 6%. As of December 31, 2021, an aggregate of $168.4 million of unreturned capital contributions has been allocated to the various series of subordinated performance units. Thereafter, any additional operating cash flow is allocated to OP unitholders and the applicable series of subordinated performance units equally. Following the allocation described above, we as the general partner of our operating partnership, will generally cause our operating partnership to distribute the amounts allocated to the relevant series of subordinated performance units to the holders of such series of subordinated performance units. We, as the general partner, may cause our operating partnership to distribute the amounts allocated to OP unitholders or may cause our operating partnership to retain such amounts to be used by our operating partnership for any purpose. Any operating cash flow that is attributable to amounts retained by our operating partnership pursuant to the preceding sentence will generally be available to be allocated as an additional capital contribution to the various property portfolios. The foregoing description of the allocation of operating cash flow between the OP unitholders and subordinated performance unitholders is used for purposes of determining distributions to holders of subordinated performance units but does not necessarily represent the operating cash flow that will be distributed to OP unitholders (or paid as dividends to holders of our common shares). Any distribution of operating cash flow allocated to the OP unitholders will be made at our discretion (and paid as dividends to holders of our common shares at the discretion of our board of trustees). Under the LP Agreement of our operating partnership, capital transactions are transactions that are outside the ordinary course of our operating partnership's business, involve the sale, exchange, other disposition, or refinancing of any property, and are designated as capital transactions by us, as the general partner. To the extent the general partner determines to distribute capital transaction proceeds, the proceeds from capital transactions involving a particular property portfolio are required to be allocated to OP unitholders and to the series of subordinated performance units that relate to such property portfolio as follows: First, an amount determined by us, as the general partner, of such capital transaction proceeds is allocated to OP unitholders in order to provide OP unitholders (together with any prior allocations of operating cash flow) with a cumulative preferred allocation on the unreturned capital contributions attributed to the OP unitholders in respect of such property portfolio that relate to such capital transaction plus an additional amount equal to such unreturned capital contributions. Second, an amount determined by us, as the general partner, is allocated to the holders of the series of subordinated performance units relating to such property portfolio in order to provide such holders with a non- cumulative subordinated allocation on the unreturned capital contributions made by such holders in respect of such property portfolio that relate to such capital transaction plus an additional amount equal to such unreturned capital contributions. The preferred allocation and subordinated allocation with respect to capital transaction proceeds for each portfolio is equal to the preferred allocation and subordinated allocation for distributions of operating cash flow with respect to that portfolio. Thereafter, any additional capital transaction proceeds are allocated to OP unitholders and the applicable series of subordinated performance units equally. Following the allocation described above, we, as the general partner of our operating partnership, will generally cause our operating partnership to distribute the amounts allocated to the relevant series of subordinated 53 Table of Contents performance units to the holders of such series of subordinated performance units. We, as general partner of our operating partnership, may cause our operating partnership to distribute the amounts allocated to the OP unitholders or may cause our operating partnership to retain such amounts to be used by our operating partnership for any purpose. Any capital transaction proceeds that are attributable to amounts retained by our operating partnership pursuant to the preceding sentence will generally be available to be allocated as an additional capital contribution to the various property portfolios. The foregoing allocation of capital transaction proceeds between the OP unitholders and subordinated performance unitholders is used for purposes of determining distributions to holders of subordinated performance units but does not necessarily represent the capital transaction proceeds that will be distributed to OP unitholders (or paid as dividends to holders of our common shares). Any distribution of capital transaction proceeds allocated to the OP unitholders will be made at our discretion (and paid as dividends to holders of our common shares at the discretion of our board of trustees). Our OP units are redeemable for cash or, at our option exchangeable on a one-for-one basis into common shares after an agreed period of time and certain other conditions. Our subordinated performance units are only convertible into OP units following a two year lock-out period and then (i) at the holder's election only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate or (ii) at our election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations. Notwithstanding the two-year lock out period on conversions of subordinated performance units into OP units, if such subordinated performance units were convertible into OP units as of December 31, 2021, each subordinated performance unit would on average hypothetically convert into 1.61 OP units, or into an aggregate of approximately 22.7 million OP units. These amounts are based on historical financial information for the trailing twelve months ended December 31, 2021. The hypothetical conversion is calculated by dividing the average cash available for distribution, or CAD, per subordinated performance unit by 110% of the CAD per OP unit over the same period. We anticipate that as our CAD grows over time, the conversion ratio will also grow, including to levels that may exceed this amount. The actual number of OP units into which such subordinated performance units will become convertible may vary significantly and will depend upon the applicable conversion penalty and the actual CAD to the OP units and the actual CAD to the converted subordinated performance units in the one-year period ending prior to conversion. We have also granted registration rights to those persons who will be eligible to receive common shares issuable upon exchange of OP units issued in our formation transactions and certain contribution transactions. Allocation of Capital Contributions We, as the general partner of our operating partnership, in our discretion, have the right to increase or decrease, as appropriate, the amount of capital contributions allocated to our operating partnership in general and to each series of subordinated performance units to reflect capital expenditures made by our operating partnership in respect of each portfolio, the sale or refinancing of all or a portion of the properties comprising the portfolio, the distribution of capital transaction proceeds by our operating partnership, the retention by our operating partnership of cash for working capital purposes and other events impacting the amount of capital contributions allocated to the holders. In addition, to avoid conflicts of interests, any decision by us to increase or decrease allocations of capital contributions must also be approved by a majority of our independent trustees. Segment We manage our business as one reportable segment consisting of investments in self storage properties located in the United States. Although we operate in several markets, these operations have been aggregated into one reportable segment based on the similar economic characteristics among all markets. Seasonality The self storage business is subject to minor seasonal fluctuations. A greater portion of revenues and profits are realized from May through September. Historically, our highest level of occupancy has typically been in July, while our lowest level of occupancy has typically been in February. Results for any quarter may not be indicative of the results that may be achieved for the full fiscal year. 54 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk Market risk refers to the risk of loss from adverse changes in market prices and interest rates. Our future income, cash flows, and fair values of financial instruments are dependent upon prevailing market interest rates. The primary market risk to which we believe we are exposed is interest rate risk. Interest rate risk is highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control. We use interest rate swaps to moderate our exposure to interest rate risk by effectively converting the interest on variable rate debt to a fixed rate. We make limited use of other derivative financial instruments and we do not use them for trading or other speculative purposes. As of December 31, 2021, we had $615.0 million of debt subject to variable interest rates (excluding variable- rate debt subject to interest rate swaps). If one-month LIBOR were to increase or decrease by 100 basis points, the increase or decrease in interest expense on the variable-rate debt (excluding variable-rate debt subject to interest rate swaps) would decrease or increase future earnings and cash flows by approximately $6.2 million annually. Interest rate risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure. Item 8. Financial Statements and Supplementary Data The independent registered public accounting firm's reports, consolidated financial statements and schedule listed in the accompanying index are filed as part of this report and incorporated herein by this reference. See "Index to Financial Statements" on page F-1 of this Annual Report on Form 10-K. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Disclosure Controls and Procedures A review and evaluation was performed by our management, including our Chief Executive Officer (the "CEO") and Chief Financial Officer (the "CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K. Based on that review and evaluation, the CEO and CFO have concluded that our current disclosure controls and procedures, as designed and implemented, were effective. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in our periodic reports. Management's Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of trustees, audit committee, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that: • • • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and trustees; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. 55 Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, our management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework). Based on this assessment, our management believes that, as of December 31, 2021, our internal control over financial reporting was effective based on those criteria. The Company’s independent registered public accounting firm has issued an attestation report on the Company’s internal control over financial reporting. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. Item 10. Directors, Executive Officers and Corporate Governance PART III The information regarding our trustees, executive officers and certain other matters required by Item 401 of Regulation S-K is incorporated herein by reference to our definitive proxy statement relating to our annual meeting of shareholders (the "Proxy Statement"), to be filed with the SEC within 120 days after December 31, 2021. The information regarding compliance with Section 16(a) of the Exchange Act required by Item 405 of Regulation S-K is incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days after December 31, 2021. The information regarding our Code of Business Conduct and Ethics required by Item 406 of Regulation S-K is incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days after December 31, 2021. The information regarding certain matters pertaining to our corporate governance required by Item 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is incorporated by reference to the Proxy Statement to be filed with the SEC within 120 days after December 31, 2021. Item 11. Executive Compensation The information regarding executive compensation and other compensation related matters required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K is incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days after December 31, 2021. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The tables on equity compensation plan information and beneficial ownership of the Company required by Items 201(d) and 403 of Regulation S-K are incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days after December 31, 2021. Item 13. Certain Relationships and Related Transactions, and Director Independence The information regarding transactions with related persons, promoters and certain control persons and trustee independence required by Items 404 and 407(a) of Regulation S-K is incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days after December 31, 2021. 56 Item 14. Principal Accounting Fees and Services The information concerning principal accounting fees and services and the Audit Committee's pre-approval policies and procedures required by Item 14 is incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days after December 31, 2021. Item 15. Exhibits, Financial Statement Schedules PART IV (a)(1) The financial statements listed in the Index to Financial Statements on Page F-1 of this report are filed as part of this report and incorporated herein by reference. (a)(2) The financial statement schedule listed in the Index to Financial Statements on Page F-1 of this report is filed as part of this report and incorporated herein by reference. (a)(3) The Exhibit Index is incorporated herein by reference. Exhibit Number INDEX TO EXHIBITS Exhibit Description 3.1 Articles of Amendment and Restatement of National Storage Affiliates Trust (Exhibit 3.1 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference) 3.2 Second Amended and Restated Bylaws of National Storage Affiliates Trust (Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on April 3, 2018, is incorporated herein by this reference) 3.3 Articles Supplementary designating the Series A Preferred Shares of National Storage Affiliates Trust (Exhibit 3.3 to the Form 8-A filed with the SEC on October 10, 2017, is incorporated herein by this reference) 3.4 Articles Supplementary designating the Series A Preferred Shares of National Storage Affiliates Trust (Exhibit 3.4 to the Form S-3ASR, filed with the SEC on March 14, 2018, is incorporated herein by this reference) 3.5 Articles Supplementary designating the Series A Preferred Shares of National Storage Affiliates Trust (Exhibit 3.5 to the Quarterly Report on Form 10-Q, filed with the SEC on May 3, 2019, is incorporated herein by this reference) 3.6 Articles Supplementary designating the Series A Preferred Shares of National Storage Affiliates Trust (Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on May 19, 2021, is incorporated herein by this reference) 4.1 Specimen Common Share Certificate of National Storage Affiliates Trust (Exhibit 4.1 to the Registration Statement on Form S-11/A filed with the SEC on April 20, 2015, is incorporated herein by this reference) 4.2 Form of Specimen Certificate of Series A Preferred Shares of National Storage Affiliates Trust (Exhibit 4.1 to the Registration Statement on Form 8-A filed with the SEC on October 10, 2017, is incorporated herein by this reference) 4.3 Description of Common Shares of Beneficial Interest and 6.000% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest (Exhibit 4.3 to the Annual Report on Form 10-K, filed with the SEC on February 26, 2020, is incorporated herein by this reference) 10.1 Third Amended and Restated Agreement of Limited Partnership of NSA OP, LP (Exhibit 3.3 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference) 10.2 Amended and Restated Partnership Unit Designation of Series GN Class B OP Units of NSA OP, LP (Exhibit 3.4 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference) 10.3 Third Amended and Restated Partnership Unit Designation of Series OV Class B OP Units of NSA OP, LP (Exhibit 3.6 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference) 10.4 Partnership Unit Designation of Series SS Class B OP Units of NSA OP, LP (Exhibit 3.8 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference) 57 Table of Contents 10.5 Partnership Unit Designation of Series HA Class B OP Units of NSA OP, LP (Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed with SEC on August 9, 2016, is incorporated herein by this reference) 10.6 First Amendment to Partnership Unit Designation of Series HA Class B OP Units of NSA OP, LP (Exhibit 10.8 to the Annual Report on Form 10-K, filed with SEC on February 28, 2017, is incorporated herein by this reference) 10.7 Partnership Unit Designation of Series PM Class B OP Units of NSA OP, LP (Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the SEC on May 4, 2017, is incorporated herein by this reference) 10.8 Partnership Unit Designation of Series MI Class B OP Units of NSA OP, LP (Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2017, is incorporated herein by this reference) 10.9 Partnership Unit Designation of Series A-1 Preferred Units of NSA OP, LP dated as of January 5, 2018 (Exhibit 10.12 to the Annual Report on Form 10-K, filed with the SEC on February 27, 2018, is incorporated herein by this reference) 10.10 Partnership Unit Designation of Series SO Class B OP Units of NSA OP, LP (Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed with the SEC on May 3, 2019, is incorporated herein by this reference) 10.11 Partnership Unit Designation of Series MO Class B OP Units of NSA OP, LP (Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the SEC on May 3, 2019, is incorporated herein by this reference) 10.12 Partnership Unit Designation of Series BL Class B OP Units of NSA OP, LP (Exhibit 10.13 to the Annual Report on Form 10-K, filed with the SEC on February 25, 2021, is incorporated herein by this reference) 10.13 Sixty-First Amendment to the Third Amended and Restated Agreement of Limited Partnership of NSA OP, LP (Exhibit 10.1 to the Form 8-K filed with the SEC on October 11, 2017, is incorporated herein by this reference) 10.14 Form of Second Amended and Restated DownREIT Partnership Agreement (including a schedule of existing DownREIT limited partnership agreements and limited liability company agreements) (Exhibit 10.7 to the Quarterly Report on Form 10-Q, filed with the SEC on November 10, 2015, is incorporated herein by this reference) 10.15 Second Amended and Restated Credit Agreement (the "Keybank Credit Agreement") dated as of July 29, 2019 by and among NSA OP, LP, as Borrower, the lenders from time to time party thereto, and KeyBank National Association, as Administrative Agent, and joined in for certain purposes by certain Subsidiaries of the Borrower and National Storage Affiliates Trust, with Keybanc Capital Markets Inc., and PNC Capital Markets LLC, as Co-Bookrunners and Co-Lead Arrangers, PNC Bank, National Association, as Syndication Agent, U.S. Bank National Association and BMO Capital Markets Corp. as Co-Lead Arrangers and Co-Documentation Agents, Wells Fargo Securities, LLC as Co-Lead Arranger, Wells Fargo Bank, National Association, as Co-Documentation Agent, and CitiBank, N.A., as Co-Lead Arranger and Co-Documentation Agent for the Revolving Credit Facility (Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed with the SEC on November 1, 2019, is incorporated herein by this reference) 10.16 First Increase Agreement and Third Amendment to Credit Agreement dated as of September 21, 2021 by and among NSA OP, LP, as Borrower, the lenders from time to time party thereto, and KeyBank National Association, as Administrative Agent, and joined in for certain purposes by certain Subsidiaries of the Borrower and National Storage Affiliates Trust, with Keybanc Capital Markets Inc., and PNC Capital Markets LLC, as Co-Bookrunners and Co-Lead Arrangers, PNC Bank, National Association, as Syndication Agent, U.S. Bank National Association and BMO Capital Markets Corp. as Co-Lead Arrangers and Co-Documentation Agents, Wells Fargo Securities, LLC as Co-Lead Arranger, Wells Fargo Bank, National Association, as Co-Documentation Agent, and CitiBank, N.A., as Co-Lead Arranger and Co-Documentation Agent for the Revolving Credit Facility (Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed with the SEC on November 4, 2021, is incorporated herein by this reference) 58 Table of Contents 10.17* Second Increase agreement and Fourth Amendment to Credit Agreement dated as of December 17, 2021 by and among NSA OP, LP, as Borrower, the lenders from time to time party thereto, and KeyBank National Association, as Administrative Agent, and joined in for certain purposes by certain Subsidiaries of the Borrower and National Storage Affiliates Trust, with Keybanc Capital Markets Inc., and PNC Capital Markets LLC, as Co-Bookrunners and Co-Lead Arrangers, PNC Bank, National Association, as Syndication Agent, U.S. Bank National Association and BMO Capital Markets Corp. as Co-Lead Arrangers and Co-Documentation Agents, Wells Fargo Securities, LLC as Co-Lead Arranger, Wells Fargo Bank, National Association, as Co-Documentation Agent, and CitiBank, N.A., as Co-Lead Arranger and Co-Documentation Agent for the Revolving Credit Facility 10.18 National Storage Affiliates Trust Equity Incentive Plan (Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference) 10.19 NSA OP, LP, 2013 Long-Term Incentive Plan (Exhibit 10.2 to the Registration Statement on Form S-11/A, filed with SEC on April 1, 2015, is incorporated herein by this reference). 10.20 Amended and Restated Registration Rights Agreement, by and among National Storage Affiliates Trust and the parties listed on Schedule I thereto (Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by reference) 10.21 Registration Rights Agreement, by and among National Storage Affiliates Trust and the parties listed on Schedule 1 thereto (Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the SEC on May 4, 2018, is incorporated by this reference) 10.22 Amended and Restated Employment Agreement, effective as of January 1, 2020, by and between National Storage Affiliates Trust and Arlen D. Nordhagen (Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on April 6, 2020, is incorporated herein by this reference) 10.23 Amended and Restated Employment Agreement, effective as of January 1, 2020, by and between National Storage Affiliates Trust and Tamara D. Fischer (Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on April 6, 2020, is incorporated herein by this reference) 10.24 Employment Agreement, dated as of April 1, 2020, by and between National Storage Affiliates Trust and David Cramer (Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 6, 2020, is incorporated herein by this reference) 10.25 Amended and Restated Employment Agreement, effective as of January 1, 2020, by and between National Storage Affiliates Trust and Brandon S. Togashi (Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on April 6, 2020, is incorporated herein by this reference) 10.26 Letter Agreement dated as of April 2, 2020, by and between National Storage Affiliates Trust and Arlen D. Nordhagen. (Exhibit 10.6 to the Current Report on Form 8-K filed with the SEC on April 6, 2020, is incorporated herein by this reference) 10.27 Letter Agreement dated as of April 2, 2020, by and between National Storage Affiliates Trust and David Cramer. (Exhibit 10.7 to the Current Report on Form 8-K filed with the SEC on April 6, 2020, is incorporated herein by this reference) 10.28 Form of Amended and Restated Restricted Share Unit Award Agreement (Exhibit 10.17 to the Annual Report on Form 10-K, filed with the SEC on March 10, 2016, is incorporated herein by this reference) 10.29 Form of Amended and Restated Restricted Share Award Agreement (Exhibit 10.18 to the Annual Report on Form 10-K, filed with the SEC on March 10, 2016, is incorporated herein by this reference) 10.30 Form of LTIP Unit Award Agreement to Trustees under the NSA OP, LP, 2013 Long-Term Incentive Plan (Exhibit 10.5 to the Registration Statement on Form S-11/A, filed with the SEC on April 1, 2015, is incorporated herein by this reference) 10.31 Form of LTIP Unit Award Agreement for Executive Officers (Exhibit 10.28 to the Annual Report on Form 10-K, filed with the SEC on February 27, 2018, is incorporated herein by this reference) 10.32 Form of Purchase and Sale Agreement among each seller named therein, National Storage Affiliates Trust and NSA OP, LP (Exhibit 10.14 to the Registration Statement on Form S-11/A, filed with the SEC on April 1, 2015, is incorporated herein by this reference) 10.33 Form of Indemnification Agreement (Exhibit 10.7 to the Registration Statement on Form S-11/A, filed with the SEC on April 1, 2015, is incorporated herein by this reference) 10.34 Facilities Portfolio Management Agreement, dated April 28, 2015, by and among (i) NSA OP, LP, (ii) the property owners listed therein, (iii) Guardian Storage Centers, LLC, a California limited liability company d/b/a StorAmerica Management, and (iv) John Minar and David Lamb, each an individual (Exhibit 10.6 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference) 59 Table of Contents 10.35 Facilities Portfolio Management Agreement, dated April 28, 2015, by and among (i) NSA OP, LP, (ii) the property owners listed therein, (iv) Optivest Properties, LLC, a California limited liability company, and (iv) Warren Allen, an individual (Exhibit 10.8 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference) 10.36 Sales Agreement dated February 27, 2019, by and among (i) National Storage Affiliates Trust, (ii) NSA OP, LP and (iii) the Agents listed therein (Exhibit 1.1 to the Form 8-K filed with the SEC on March 1, 2019, is incorporated herein by this reference) 10.37 Amendment No. 1 to the Sales Agreement (Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on May 19, 2021, is incorporated herein by this reference) 21.1* List of subsidiaries of National Storage Affiliates Trust 23.1* Consent of KPMG LLP for National Storage Affiliates Trust 24.1* Power of Attorney (included on signature page) 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase 104* Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * Filed herewith. Item 16. Form 10-K Summary None. 60 Table of Contents Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SIGNATURES National Storage Affiliates Trust By: /s/ TAMARA D. FISCHER Tamara D. Fischer president and chief executive officer (principal executive officer) Date: February 25, 2022 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tamara D. Fischer and Brandon S. Togashi, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Form 10-K and any and all amendments thereto, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 61 Table of Contents Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned and in the capacities and on the dates indicated. Signature National Storage Affiliates Trust Title Date /s/ TAMARA D. FISCHER trustee, president and chief executive officer February 25, 2022 Tamara D. Fischer (principal executive officer) /s/ BRANDON S. TOGASHI chief financial officer February 25, 2022 Brandon S. Togashi (principal accounting and financial officer) /s/ ARLEN D. NORDHAGEN executive chairman of the board of trustees February 25, 2022 Arlen D. Nordhagen /s/ GEORGE L. CHAPMAN trustee February 25, 2022 George L. Chapman /s/ PAUL W. HYLBERT, JR. trustee February 25, 2022 Paul W. Hylbert, Jr. /s/ CHAD L. MEISINGER Chad L. Meisinger /s/ STEVEN G. OSGOOD Steven G. Osgood trustee trustee February 25, 2022 February 25, 2022 /s/ DOMINIC M. PALAZZO trustee February 25, 2022 Dominic M. Palazzo /s/ REBECCA L. STEINFORT trustee February 25, 2022 Rebecca L. Steinfort /s/ MARK VAN MOURICK trustee February 25, 2022 Mark Van Mourick /s/ J. TIMOTHY WARREN trustee February 25, 2022 J. Timothy Warren /s/ CHARLES F. WU Charles F. Wu trustee February 25, 2022 62 Table of Contents NATIONAL STORAGE AFFILIATES TRUST INDEX TO FINANCIAL STATEMENTS Financial Statements: Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2021 and 2020 Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2021, 2020 and 2019 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2021, 2020 and 2019 Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019 Notes to the Consolidated Financial Statements Financial Statement Schedule: Schedule III - Real Estate and Accumulated Depreciation Page F-1 F-5 F-6 F-7 F-8 F-11 F-13 F-45 All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Trustees National Storage Affiliates Trust: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of National Storage Affiliates Trust and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the years in the three‑year period ended December 31, 2021, and the related notes, and the financial statement schedule, Schedule III – Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgment. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Purchase price allocation for self storage property acquisitions As discussed in Note 6 to the consolidated financial statements, during the year ended December 31, 2021, the Company acquired $2.2 billion of self storage properties that were recorded as asset acquisitions. The purchase price in an asset acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their relative fair value. Assets acquired and liabilities assumed primarily comprise land, buildings and related improvements, customer in-place leases, furniture and equipment and assumed real estate leasehold interests. We identified the evaluation of the estimated fair value of certain land and building assets acquired in certain property acquisitions as a critical audit matter. Specifically, subjective auditor judgment and the involvement of valuation professionals with specialized skills and knowledge was required to evaluate the F-2 Table of Contents assumptions used in the Company’s determination of the estimated fair value, which included comparable land sales and estimated building replacement costs. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to estimate fair value, including controls related to developing estimated fair values of land and buildings. With the assistance of valuation professionals with specialized skills and knowledge, we evaluated the estimated fair value of: • • land by comparing to market data of comparable land sales. buildings by comparing the building replacement costs to market data, including appraisal guides used to estimate the depreciated value of similar self storage structures. /s/ KPMG LLP We have served as the Company’s auditor since 2013. Denver, Colorado February 25, 2022 F-3 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Trustees National Storage Affiliates Trust: Opinion on Internal Control Over Financial Reporting We have audited National Storage Affiliates Trust and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, 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) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes, and the financial statement schedule, Schedule III – Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 25, 2022 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’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 the accompanying Management’s Annual Report on 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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. 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 of internal control over financial reporting 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. Definition and Limitations of Internal Control Over Financial Reporting 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. Denver, Colorado February 25, 2022 /s/ KPMG LLP F-4 Table of Contents NATIONAL STORAGE AFFILIATES TRUST CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share amounts) ASSETS Real estate Self storage properties Less accumulated depreciation Self storage properties, net Cash and cash equivalents Restricted cash Debt issuance costs, net Investment in unconsolidated real estate ventures Other assets, net Operating lease right-of-use assets Total assets LIABILITIES AND EQUITY Liabilities Debt financing Accounts payable and accrued liabilities Interest rate swap liabilities Operating lease liabilities Deferred revenue Total liabilities Commitments and contingencies (Note 12) Equity Preferred shares of beneficial interest, par value $0.01 per share. 50,000,000 authorized, 8,736,719 and 8,732,719 issued and outstanding at December 31, 2021 and 2020, at liquidation preference Common shares of beneficial interest, par value $0.01 per share. 250,000,000 authorized, 91,198,929 and 71,293,117 shares issued and outstanding at December 31, 2021 and 2020, respectively Additional paid-in capital Distributions in excess of earnings Accumulated other comprehensive loss Total shareholders' equity Noncontrolling interests Total equity Total liabilities and equity December 31, 2021 2020 $ 5,798,188 $ 3,639,192 (578,717) (443,623) 5,219,471 3,195,569 25,013 2,862 2,433 188,187 102,417 22,211 18,723 2,978 2,496 202,533 68,149 23,129 $ 5,562,594 $ 3,513,577 $ 2,940,931 $ 1,916,971 59,262 33,757 23,981 22,208 47,043 77,918 24,756 16,414 3,080,139 2,083,102 218,418 218,318 912 1,866,773 (291,263) (19,611) 1,775,229 707,226 2,482,455 713 1,050,714 (251,704) (49,084) 968,957 461,518 1,430,475 $ 5,562,594 $ 3,513,577 See notes to consolidated financial statements. F-5 Table of Contents NATIONAL STORAGE AFFILIATES TRUST CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) REVENUE Rental revenue Other property-related revenue Management fees and other revenue Total revenue OPERATING EXPENSES Property operating expenses General and administrative expenses Depreciation and amortization Other Total operating expenses OTHER (EXPENSE) INCOME Interest expense Equity in earnings (losses) of unconsolidated real estate ventures Acquisition costs Non-operating (expense) income Gain on sale of self storage properties Other expense Income before income taxes Income tax expense Net income Net income attributable to noncontrolling interests Net income attributable to National Storage Affiliates Trust Distributions to preferred shareholders Net income (loss) attributable to common shareholders Earnings (loss) per share - basic Earnings (loss) per share - diluted $ $ $ Year Ended December 31, 2020 2019 2021 $ 541,547 $ 394,660 $ 354,859 19,750 24,374 585,671 155,265 51,001 158,312 2,853 367,431 14,524 23,038 432,222 123,486 43,640 117,174 808 285,108 12,302 20,735 387,896 110,347 44,030 105,119 1,551 261,047 (72,062) (62,595) (56,464) 5,294 (1,941) (906) — 265 (2,424) (1,211) — (4,970) (1,317) 452 2,814 (69,615) (65,965) (59,485) 148,625 (1,690) 146,935 81,149 (1,671) 79,478 67,364 (1,351) 66,013 (41,682) (30,869) (62,030) 105,253 48,609 3,983 (13,104) (13,097) (12,390) 92,149 $ 35,512 $ (8,407) 1.13 $ 0.98 $ 0.53 $ 0.53 $ (0.15) (0.15) Weighted average shares outstanding - basic Weighted average shares outstanding - diluted 81,195 134,538 66,547 66,607 58,208 58,208 See notes to consolidated financial statements. F-6 Table of Contents NATIONAL STORAGE AFFILIATES TRUST CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (dollars in thousands) Net income Other comprehensive income (loss) Unrealized gain (loss) on derivative contracts Reclassification of other comprehensive loss (income) to interest expense Other comprehensive income (loss) Comprehensive income Comprehensive income attributable to noncontrolling interests Comprehensive income (loss) attributable to National Storage Affiliates Trust Year Ended December 31, 2020 2019 2021 $ 146,935 $ 79,478 $ 66,013 23,558 (73,544) (29,941) 20,578 44,136 191,071 14,520 (59,024) 20,454 (3,337) (33,278) 32,735 (54,940) (9,390) (49,977) $ 136,131 $ 11,064 $ (17,242) See notes to consolidated financial statements. F-7 Table of Contents NATIONAL STORAGE AFFILIATES TRUST CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (dollars in thousands, except share amounts) Preferred Shares Common Shares Number Amount Number Amount Paid-in Capital in Excess of Earnings Comprehensive Noncontrolling (Loss) Income Interests Total Equity Balances, December 31, 2018 6,900,000 $ 172,500 56,654,009 $ 567 $ 844,276 $ (114,122) $ 13,618 $ 485,460 $ 1,402,299 Issuance of preferred shares, net of offering costs 1,785,680 44,642 — — (1,018) — — — 43,624 Additional Distributions Accumulated Other OP equity recorded in connection with property acquisitions: Series A-1 preferred units, OP units and subordinated performance units, net of offering costs Redemptions of Series A-1 preferred units Redemptions of OP units Issuance of common shares, net of offering costs Effect of changes in ownership for consolidated entities Issuance of OP units Equity-based compensation expense Issuance of LTIP units for acquisition expenses Issuance of restricted common shares Vesting and forfeitures of restricted common shares Reduction in receivables from partners of the operating partnership Preferred share dividends Common share dividends Distributions to noncontrolling interests Other comprehensive loss Net income — — 41,439 1,036 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 581,001 2,412,770 — — — — 18,218 (6,890) — — — — — — — — 6 24 — — — — — — — — — — — — — 20 4,794 71,867 (14,429) — 322 — — (69) — — — — — — — — — — — — — — — — — (12,390) (74,546) — — 3,983 Balances, December 31, 2019 8,727,119 218,178 59,659,108 597 905,763 (197,075) See notes to consolidated financial statements. F-8 — — (41) — (185) — — — — — — — — — (21,225) — (7,833) 51,321 51,321 (1,056) (4,759) — — — 71,891 14,614 8,540 — 8,540 4,205 4,527 179 — — 505 — — 179 — (69) 505 (12,390) (74,546) (76,515) (76,515) (12,053) (33,278) 62,030 66,013 532,471 1,452,101 Table of Contents NATIONAL STORAGE AFFILIATES TRUST CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED) (dollars in thousands, except share amounts) Preferred Shares Common Shares Number Amount Number Amount Paid-in Capital in Excess of Earnings Comprehensive Noncontrolling (Loss) Income Interests Total Equity Additional Distributions Accumulated Other OP equity recorded in connection with property acquisitions: OP units and subordinated performance units, net of offering costs LTIP units Redemptions of Series A-1 preferred units Redemptions of OP units Issuance of common shares, net of offering costs Merger and internalization of PRO, net of issuance costs Effect of changes in ownership for consolidated entities Equity-based compensation expense Issuance of LTIP units for acquisition expenses Issuance of restricted common shares Vesting and forfeitures of restricted common shares, net Reduction in receivables from partners of the operating partnership Preferred share dividends Common share dividends Distributions to noncontrolling interests Other comprehensive loss Net income — — 5,600 — — — — — — — — — — — — — — — — 140 — — — — — — — — — — — — — — — — — 892,070 2,622,892 8,105,192 — — — 21,861 (8,006) — — — — — — — — — 9 26 81 — — — — — — — — — — — — — — 10,479 83,878 43,499 6,825 364 — — (94) — — — — — — — — — — — — — — — — — — (13,097) (90,141) — — 48,609 — — — (685) — 36,222 1,011 (140) (9,803) 36,222 1,011 — — — 83,904 (402) (33,583) 9,595 (2,619) (4,206) — — — — — — — — — 3,914 4,278 40 — — 310 — — 40 — (94) 310 (13,097) (90,141) (74,108) (74,108) (37,545) (21,479) (59,024) — 30,869 79,478 Balances, December 31, 2020 8,732,719 218,318 71,293,117 713 1,050,714 (251,704) (49,084) 461,518 1,430,475 See notes to consolidated financial statements. F-9 Table of Contents NATIONAL STORAGE AFFILIATES TRUST CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED) (dollars in thousands, except share amounts) Preferred Shares Common Shares Number Amount Number Amount Paid-in Capital in Excess of Earnings Comprehensive Noncontrolling (Loss) Income Interests Total Equity Additional Distributions Accumulated Other OP equity issued for property acquisitions: OP units, subordinated performance units and Series A-1 preferred units, net of offering costs Redemptions of Series A-1 preferred units Redemptions of OP units Issuance of common shares, net of offering costs Contributions from noncontrolling interests Effect of changes in ownership for consolidated entities Issuance of OP units Equity-based compensation expense Issuance of restricted common shares Vesting and forfeitures of restricted common shares, net Preferred share dividends Common share dividends Distributions to noncontrolling interests Other comprehensive income Net income — 4,000 — — — — — — — — — — — — — — 100 — — — 700,326 — — 7 — — 10,283 — 19,196,216 192 900,788 — — — — — — — — — — — — — — — 29,248 (19,978) — — — — — — — — — — — — — — — — — (95,238) — 380 — (154) — — — — — — — — — — — — — — — (13,104) (131,708) — — 105,253 — — (316) — — (1,089) — — — — — — — 30,878 — 195,099 195,099 (100) (9,974) — — — 900,980 103 103 96,327 6,661 — 6,661 5,082 5,462 — — — — — (154) (13,104) (131,708) (102,430) (102,430) 13,258 41,682 44,136 146,935 Balances, December 31, 2021 8,736,719 $ 218,418 91,198,929 $ 912 $ 1,866,773 $ (291,263) $ (19,611) $ 707,226 $ 2,482,455 See notes to consolidated financial statements. F-10 Table of Contents NATIONAL STORAGE AFFILIATES TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Amortization of debt issuance costs Year Ended December 31, 2020 2019 2021 $ 146,935 $ 79,478 $ 66,013 158,312 3,438 117,174 3,088 Amortization of debt discount and premium, net (708) (1,075) Gain on sale of self storage properties Mark-to-market changes in value on equity securities Equity-based compensation expense Equity in (earnings) losses of unconsolidated real estate ventures Distributions from unconsolidated real estate ventures Change in assets and liabilities, net of effects of self storage property acquisitions: Other assets Accounts payable and accrued liabilities Deferred revenue — — 5,462 — 142 4,278 (5,294) 19,640 (265) 14,634 (3,159) 8,404 (1,681) (3,440) 7,445 (805) Net Cash Provided by Operating Activities 331,349 220,654 INVESTING ACTIVITIES 105,119 2,913 (1,427) (2,814) (610) 4,527 4,970 14,551 110 5,617 (2,318) 196,651 Acquisition of self storage properties (1,966,382) (496,509) (371,096) Capital expenditures Investments in and advances to unconsolidated real estate ventures Distributions from unconsolidated real estate ventures Deposits and advances for self storage property and other acquisitions Expenditures for corporate furniture, equipment and other Acquisition of equity securities Proceeds from sale of equity securities Acquisition of interest in reinsurance company and related cash flows Net proceeds from sale of self storage properties (27,577) (16,395) (20,594) — — (800) (426) — — (2,865) — (4,382) 1,494 (1,087) (364) — 7,560 — — — 11,543 (4,438) (862) (12,674) 5,356 (6,600) 6,335 Net Cash Used In Investing Activities (1,998,050) (509,683) (393,030) FINANCING ACTIVITIES Proceeds from issuance of common shares Proceeds from issuance of preferred shares Borrowings under debt financings Receipts for OP unit subscriptions 900,980 — 2,348,500 103 82,917 — 929,500 661 70,637 43,624 822,000 1,271 Principal payments under debt financings (1,322,169) (546,147) (561,628) Payment of dividends to common shareholders Payment of dividends to preferred shareholders Distributions to noncontrolling interests Debt issuance costs (131,708) (13,104) (102,231) (5,280) (90,141) (13,097) (73,798) (2,471) (74,546) (12,390) (76,010) (8,487) See notes to consolidated financial statements. F-11 Table of Contents NATIONAL STORAGE AFFILIATES TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (dollars in thousands) Equity offering costs Net Cash Provided by Financing Activities Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash CASH, CASH EQUIVALENTS AND RESTRICTED CASH Beginning of year End of year Year Ended December 31, 2020 2019 2021 (2,216) (970) 1,672,875 286,454 (179) 204,292 6,174 (2,575) 7,913 21,701 24,276 $ 27,875 $ 21,701 $ 16,363 24,276 Supplemental Cash Flow Information Cash paid for interest $ 66,918 $ 59,346 $ 52,666 Supplemental Disclosure of Non-Cash Investing and Financing Activities Consideration exchanged in property acquisitions: Issuance of OP units and subordinated performance units $ 195,101 $ 37,233 $ Deposits on acquisitions applied to purchase price Other net liabilities assumed 1,087 14,232 Merger and internalization of PRO: Redemptions and conversions of partnership interests Issuance of common shares for management platform Issuance of OP unit subscription liability through reduced distributions Settlement of acquisition receivables through reduced distributions Change in payables for offering costs Settlement of offering expenses from equity issuance proceeds — — — — (361) — 4,438 3,626 33,583 10,301 987 310 970 207 51,826 20,977 2,403 — — 1,253 505 (321) 1,241 See notes to consolidated financial statements. F-12 Table of Contents NATIONAL STORAGE AFFILIATES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND NATURE OF OPERATIONS National Storage Affiliates Trust was organized in the state of Maryland on May 16, 2013 and is a fully integrated, self-administered and self-managed real estate investment trust focused on the self storage sector. As used herein, "NSA," the "Company," "we," "our," and "us" refers to National Storage Affiliates Trust and its consolidated subsidiaries, except where the context indicates otherwise. The Company has elected and believes that it has qualified to be taxed as a real estate investment trust for U.S. federal income tax purposes ("REIT") commencing with its taxable year ended December 31, 2015. Through its controlling interest as the sole general partner of NSA OP, LP (its "operating partnership"), a Delaware limited partnership formed on February 13, 2013, the Company is focused on the ownership, operation, and acquisition of self storage properties predominantly located within the top 100 MSAs in the United States. Pursuant to the Agreement of Limited Partnership (as amended, the "LP Agreement") of its operating partnership, the Company's operating partnership is authorized to issue preferred units, Class A Units ("OP units"), different series of Class B Units ("subordinated performance units"), and Long-Term Incentive Plan Units ("LTIP units"). The Company also owns certain of its self storage properties through other consolidated limited partnership subsidiaries of its operating partnership, which the Company refers to as "DownREIT partnerships." The DownREIT partnerships issue equity ownership interests that are intended to be economically equivalent to the Company's OP units ("DownREIT OP units") and subordinated performance units ("DownREIT subordinated performance units"). The Company owned 873 consolidated self storage properties in 39 states and Puerto Rico with approximately 55.1 million rentable square feet in approximately 429,000 storage units as of December 31, 2021. These properties are managed with local operational focus and expertise by the Company and its participating regional operators ("PROs"). These PROs are Kevin Howard Real Estate Inc., d/b/a Northwest Self Storage and its controlled affiliates ("Northwest"), Optivest Properties LLC and its controlled affiliates ("Optivest"), Move It Self Storage and its controlled affiliates ("Move It"), Guardian Storage Centers LLC and its controlled affiliates ("Guardian"), Southern Storage Management Systems, Inc. d/b/a Southern Self Storage ("Southern"), Blue Sky Self Storage LLC, a strategic partnership between Argus Professional Storage Management and GYS Development LLC ("Blue Sky"), affiliates of Investment Real Estate Management, LLC d/b/a Moove In Self Storage ("Moove In"), Hide-Away Storage Services, Inc. and its controlled affiliates ("Hide-Away"), Arizona Mini Storage Management Company d/b/a Storage Solutions and its controlled affiliates ("Storage Solutions"), and an affiliate of Shader Brothers Corporation d/b/a Personal Mini Storage ("Personal Mini"). During the year ended December 31, 2021, one of the Company's largest PROs, Northwest, notified the Company that Northwest had elected to retire as one of the Company's PROs effective January 1, 2022. As a result of the retirement, on January 1, 2022, management of our properties in the Northwest managed portfolio was transferred to the Company and the Northwest brand name and related intellectual property was internalized by the Company, and the Company discontinued payment of any supervisory and administrative fees or reimbursements to Northwest. In addition, on January 1, 2022, we issued a non-voluntary conversion notice to convert all of subordinated performance units related to Northwest's managed portfolio into OP units. As part of the internalization, most of Northwest's employees were offered and provided employment by the Company and continue managing Northwest's portfolio of properties as members of the Company's existing property management platform. See Note 15 for additional information related to the Northwest retirement and internalization. As of December 31, 2021, the Company also managed through its property management platform an additional portfolio of 177 properties owned by the Company's unconsolidated real estate ventures. These properties contain approximately 12.7 million rentable square feet, configured in approximately 104,000 storage units and located across 21 states. The Company owns a 25% equity interest in each of its unconsolidated real estate ventures. As of December 31, 2021, in total, the Company operated and held ownership interests in 1,050 self storage properties located across 42 states and Puerto Rico with approximately 67.8 million rentable square feet in approximately 533,000 storage units. Information with respect to the square feet and number of storage units is unaudited. F-13 Table of Content 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles ("GAAP"). Principles of Consolidation The Company's consolidated financial statements include the accounts of its operating partnership and its controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation of entities. 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 the general partner controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates all entities that are VIEs and of which the Company is deemed to be the primary beneficiary. The Company has determined that its operating partnership is a VIE. The sole significant asset of National Storage Affiliates Trust is its investment in its operating partnership, and consequently, substantially all of the Company's assets and liabilities represent those assets and liabilities of its operating partnership. As of December 31, 2021, the Company's operating partnership was the primary beneficiary of, and therefore consolidated, 22 DownREIT partnerships that are considered VIEs, which owned 48 self storage properties. The net book value of the real estate owned by these VIEs was $425.7 million and $225.1 million as of December 31, 2021 and December 31, 2020, respectively. For certain DownREIT partnerships which are subject to fixed rate mortgages payable, the carrying value of such fixed rate mortgages payable held by these VIEs was $188.7 million and $100.7 million as of December 31, 2021 and December 31, 2020, respectively. The creditors of the consolidated VIEs do not have recourse to the Company's general credit. Noncontrolling Interests All of the limited partner equity interests ("OP equity") in its operating partnership not held by the Company are reflected as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than the Company's operating partnership. In the consolidated statements of operations, the Company allocates net income (loss) attributable to noncontrolling interests to arrive at net income (loss) attributable to National Storage Affiliates Trust. For transactions that result in changes to the Company's ownership interest in its operating partnership, the carrying amount of noncontrolling interests is adjusted to reflect such changes. The difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interests is adjusted is reflected as an adjustment to additional paid-in capital on the consolidated balance sheets. Self Storage Properties Self storage properties are carried at historical cost less accumulated depreciation and any impairment losses. Major replacements and betterments, which improve or extend the life of an asset, are capitalized. Expenditures for ordinary repairs and maintenance are expensed as incurred and are included in property operating expenses. Estimated depreciable lives of self storage properties are determined by considering the age and other indicators about the condition of the assets at the respective dates of acquisition, resulting in a range of estimated useful lives for assets within each category. All self storage property assets are depreciated using the straight-line method. Buildings and improvements are depreciated over estimated useful lives primarily between seven and 40 years; furniture and equipment are depreciated over estimated useful lives primarily between three and 10 years. When a self storage property is acquired, the purchase price of the acquired self storage property is allocated to land, buildings and improvements, furniture and equipment, customer in-place leases, assumed real estate leasehold interests, and other assets acquired and liabilities assumed, based on the estimated fair value of each component. When a portfolio of self storage properties is acquired, the purchase price is allocated to the individual self storage properties based on the fair value determined using an income approach with appropriate risk-adjusted capitalization rates, which take into account the relative size, age and location of the individual self storage properties. F-14 Table of Content Cash and Cash Equivalents The Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash equivalents. From time to time, the Company maintains cash balances in financial institutions in excess of federally insured limits. The Company has never experienced a loss that resulted from exceeding federally insured limits. Restricted Cash The Company's restricted cash consists of escrowed funds deposited with financial institutions for real estate taxes, insurance and other reserves for capital improvements in accordance with the Company's loan agreements. Customer In-place Leases In allocating the purchase price for a self storage property acquisition, the Company determines whether the acquisition includes intangible assets. The Company allocates a portion of the purchase price to an intangible asset attributed to the value of customer in-place leases. This intangible asset is amortized to expense using the straight- line method over 12 months, the estimated average rental period for the leases. Substantially all of the leases in place at acquired properties are at market rates, as the leases are month-to-month contracts. Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment when events and circumstances indicate that there may be impairment. When events or changes in circumstances indicate that the Company's long-lived assets may not be recoverable, 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. If an asset's carrying value is not considered recoverable, an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value. For the periods presented, no assets were determined to be impaired under this policy. Costs of Raising Capital Commissions, legal fees and other costs that are directly associated with equity offerings are capitalized as deferred offering costs, pending a determination of the success of the offering. Deferred offering costs related to successful offerings are charged to additional paid-in capital within equity in the period it is determined that the offering was successful. Debt issuance costs are amortized over the estimated life of the related debt using the straight-line method, which approximates the effective interest rate method. Amortization of debt issuance costs is included in interest expense in the accompanying consolidated statements of operations. Revenue Recognition Rental revenue Rental revenue consists of space rentals and related fees. Management has determined that all of the Company's leases are operating leases. Substantially all leases may be terminated on a month-to-month basis and rental income is recognized ratably over the lease term using the straight-line method. Rents received in advance are deferred and recognized on a straight-line basis over the related lease term associated with the prepayment. Promotional discounts and other incentives are recognized as a reduction to rental income over the applicable lease term. Other property-related revenue Other property-related revenue primarily consists of ancillary revenues such as tenant insurance and/or tenant warranty protection-related access fees and sales of storage supplies which are recognized in the period earned. The Company and certain of the Company’s PROs have tenant insurance- and/or tenant warranty protection plan-related arrangements with insurance companies and the Company’s tenants. During the years ended December 31, 2021, 2020 and 2019, the Company recognized $15.0 million, $11.1 million and $9.1 million, respectively, of tenant insurance and tenant warranty protection plan revenues. The Company sells boxes, packing supplies, locks and other retail merchandise at its properties. During the years ended December 31, 2021, 2020 and 2019, the Company recognized retail sales of $2.3 million, $1.8 million and $1.7 million, respectively. F-15 Table of Content Management fees and other revenue Management fees and other revenue consist of property management fees, platform fees, call center fees, acquisition fees, and a portion of tenant warranty protection or tenant insurance proceeds that the Company earns for managing and operating its unconsolidated real estate ventures. With respect to both the 2018 Joint Venture and the 2016 Joint Venture, the Company provides supervisory and administrative property management services, centralized call center services, and technology platform and revenue management services to the properties in the unconsolidated real estate ventures. The property management fees are equal to 6% of monthly gross revenues and net sales revenues from the assets of the unconsolidated real estate ventures, and the platform fees are equal to $1,250 per month per unconsolidated real estate venture property. With respect to the 2016 Joint Venture only, the call center fees are equal to 1% of each of monthly gross revenues and net sales revenues from the 2016 Joint Venture properties. During the years ended December 31, 2021, 2020 and 2019, the Company recognized property management fees, call center fees and platform fees of $14.8 million, $13.1 million and $12.8 million, respectively. For acquisition fees, the Company provides sourcing, underwriting and administration services to the unconsolidated real estate ventures. The 2016 Joint Venture paid the Company a $4.1 million acquisition fee equal to 0.65% of the gross capitalization (including debt and equity) of the original 66-property 2016 Joint Venture portfolio (the "Initial 2016 JV Portfolio") in 2016, at the time of the Initial 2016 JV Portfolio acquisition. The 2018 Joint Venture paid the Company a $4.0 million acquisition fee related to the initial acquisition of properties by the 2018 Joint Venture (the "Initial 2018 JV Portfolio") during the year ended December 31, 2018, at the time of the Initial 2018 JV Portfolio acquisition. These fees are refundable to the unconsolidated real estate ventures, on a prorated basis, if the Company is removed as the managing member during the initial four year life of the unconsolidated real estate ventures and as such, the Company's performance obligation for these acquisition fees are satisfied over a four year period. Accordingly, the Company's performance obligation related to the Initial 2016 JV Portfolio was satisfied during the year ended December 31, 2020. As of December 31, 2021 and 2020, the Company had deferred revenue related to the acquisition fees of $0.5 million and $1.3 million, respectively. The Company also earns acquisition fees for properties acquired by the unconsolidated real estate ventures subsequent to the Initial 2016 JV Portfolio and the Initial 2018 JV Portfolio. These fees are based on a percentage of the gross capitalization of the acquired assets determined by the members of the 2016 Joint Venture and the 2018 Joint Venture, and are generally earned when the unconsolidated real estate ventures obtain title and control of an acquired property. During the years ended December 31, 2021, 2020 and 2019, the Company recognized acquisition fees of $0.8 million, $1.7 million and $1.8 million, respectively. An affiliate of the Company facilitates tenant warranty protection or tenant insurance programs for tenants of the properties in the unconsolidated real estate ventures in exchange for 50% of all proceeds from such programs at each unconsolidated real estate venture property. During the years ended December 31, 2021, 2020 and 2019, the Company recognized $7.3 million, $6.3 million and $4.7 million, respectively, of revenue related to these activities. Advertising Costs The Company incurs advertising costs primarily attributable to internet, directory and other advertising. Advertising costs are included in property operating expenses in the accompanying consolidated statements of operations. These costs are expensed in the period in which the cost is incurred. The Company incurred advertising costs of $6.6 million, $5.8 million and $5.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. Acquisition Costs The Company incurs title, legal and consulting fees, and other costs associated with the completion of acquisitions. The Company's self storage property acquisitions are accounted for as asset acquisitions, and accordingly, acquisition costs directly related to the self storage property acquisitions were capitalized as part of the basis of the acquired properties. Indirect acquisition costs remain included in acquisition costs in the accompanying consolidated statements of operations in the period in which they were incurred. F-16 Table of Content Income Taxes The Company has elected and believes it has qualified to be taxed as a REIT under sections 856 through 860 of the U.S. Internal Revenue Code (the "Code") commencing with the taxable year ended December 31, 2015. To qualify as a REIT, among other things, the Company is required to distribute at least 90% of its REIT taxable income to its shareholders and meet certain tests regarding the nature of its income and assets. As a REIT, the Company is not subject to federal income tax on the earnings distributed currently to its shareholders that it derives from its REIT qualifying activities. If the Company fails to qualify as a REIT in any taxable year, and is unable to avail itself of certain provisions set forth in the Code, all of the Company's taxable income would be subject to federal and state income taxes at regular corporate rates. The Company will not be required to make distributions with respect to income derived from the activities conducted through subsidiaries that the Company elects to treat as taxable REIT subsidiaries ("TRS") for federal income tax purposes. Certain activities that the Company undertakes must be conducted by a TRS, such as performing non-customary services for its customers, facilitating sales by PROs of tenant insurance and holding assets that the Company is not permitted to hold directly. A TRS is subject to federal and state income taxes. On June 25, 2014, the Company formed NSA TRS, LLC ("NSA TRS"), a Delaware limited liability company. The Company has elected to treat NSA TRS as a TRS, and consequently, NSA TRS is subject to U.S. federal and state corporate income taxes. Deferred tax assets and liabilities are recognized to the extent of any differences between the financial reporting and tax bases of assets and liabilities. No material deferred tax assets and liabilities were recorded as of December 31, 2021 and 2020. The Company did not have any unrecognized tax benefits related to uncertain tax positions as of December 31, 2021 and 2020. Future amounts of accrued interest and penalties, if any, related to uncertain tax positions will be recorded as a component of income tax expense. The Company does not expect that the amount of unrecognized tax benefits will change significantly in the next 12 months. The Company's material taxing jurisdiction is the U.S. federal jurisdiction; the 2018 tax year is the earliest period that remains open to examination by these taxing jurisdictions. Earnings per Share Basic earnings per share is calculated based on the weighted average number of the Company's common shares of beneficial interest, $0.01 par value per share ("common shares"), outstanding during the period. Diluted earnings per share is calculated by further adjusting for the dilutive impact using the treasury stock method for any share options and unvested share equivalents outstanding during the period and the if-converted method for any convertible securities outstanding during the period. As more fully described below under "–Allocation of Net Income (Loss)", the Company allocates GAAP income (loss) utilizing the hypothetical liquidation at book value ("HLBV") method, which could result in net income (or net loss) attributable to National Storage Affiliates Trust during a period when the Company reports consolidated net loss (or net income), or net income (or net loss) attributable to National Storage Affiliates Trust in excess of the Company's consolidated net income (or net loss). The computations of basic and diluted earnings (loss) per share may be materially affected by these disproportionate income (loss) allocations, resulting in volatile fluctuations of basic and diluted earnings (loss) per share. Equity-Based Awards The measurement and recognition of compensation cost for all equity-based awards granted to officers, trustees, employees and consultants is based on estimated fair values. Compensation cost is recognized on a straight-line basis over the requisite service periods of each award with non-graded vesting. For awards granted which contain a graded vesting schedule and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award was, in substance, a single award. For awards granted for which vesting is subject to a performance condition, compensation cost is recognized over the requisite service period if and when the Company concludes it is probable that the performance condition will be achieved. The estimated fair value of all equity-based awards issued to PROs and their affiliates in connection with self storage property acquisitions is included in the cost of the respective acquisitions. The estimated fair value of such F-17 Table of Content awards is measured at the date the self storage properties are acquired, as this date represents satisfaction of the performance condition and coincides with the award vesting. Derivative Financial Instruments The Company carries all derivative financial instruments on the balance sheet at fair value. Fair value of derivatives is determined by reference to 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. The Company's use of derivative instruments has been limited to interest rate swap and cap agreements. The fair values of derivative instruments are included in other assets and accounts payable and accrued liabilities in the accompanying balance sheets. For derivative instruments not designated as cash flow hedges, the unrealized gains and losses are included in interest expense in the accompanying consolidated statements of operations. For derivatives designated as cash flow hedges, the effective portion of the changes in the fair value of the derivatives is initially reported in accumulated other comprehensive income (loss) in the Company's balance sheets and subsequently reclassified into earnings when the hedged transaction affects earnings. The valuation of interest rate swap and cap agreements is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate forward curves. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. Fair Value Measurements When measuring fair value of financial instruments that are required to be recorded or disclosed at fair value, the Company uses a three-tier measurement hierarchy which prioritizes the inputs used to calculate fair value. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Investments in Unconsolidated Real Estate Ventures The Company’s investments in its unconsolidated real estate ventures are recorded under the equity method of accounting in the accompanying consolidated financial statements. Under the equity method, the Company’s investments in unconsolidated real estate ventures are stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings (losses) is recognized based on the Company’s ownership interest in the earnings (losses) of the unconsolidated real estate ventures. The Company follows the "nature of the distribution approach" for classification of distributions from its unconsolidated real estate ventures in its consolidated statements of cash flows. Under this approach, distributions are reported on the basis of the nature of the activity or activities that generated the distributions as either a return on investment, which are classified as operating cash flows, or a return of investment (e.g., proceeds from the unconsolidated real estate ventures' sale of assets) which are reported as investing cash flows. Segment Reporting The Company manages its business as one reportable segment consisting of investments in self storage properties located in the United States. Although the Company operates in several markets, these operations have been aggregated into one reportable segment based on the similar economic characteristics among all markets. F-18 Table of Content Allocation of Net Income (Loss) The distribution rights and priorities set forth in the operating partnership's LP Agreement differ from what is reflected by the underlying percentage ownership interests of the operating partnership's unitholders. Accordingly, the Company allocates GAAP income (loss) utilizing the HLBV method, in which the Company allocates income or loss based on the change in each unitholders’ claim on the net assets of its operating partnership at period end after adjusting for any distributions or contributions made during such period. The HLBV method is commonly applied to equity investments where cash distribution percentages vary at different points in time and are not directly linked to an equity holder’s ownership percentage. The HLBV method is a balance sheet-focused approach to income (loss) allocation. A calculation is prepared at each balance sheet date to determine the amount that unitholders would receive if the operating partnership were to liquidate all of its assets (at GAAP net book value) and distribute the resulting proceeds to its creditors and unitholders based on the contractually defined liquidation priorities. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is used to derive each unitholder's share of the income (loss) for the period. Due to the stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation expense, in any given period, income or loss may be allocated disproportionately to unitholders as compared to their respective ownership percentage in the operating partnership, and net income (loss) attributable to National Storage Affiliates Trust could be more or less net income than actual cash distributions received and more or less income or loss than what may be received in the event of an actual liquidation. Additionally, the HLBV method could result in net income (or net loss) attributable to National Storage Affiliates Trust during a period when the Company reports consolidated net loss (or net income), or net income (or net loss) attributable to National Storage Affiliates Trust in excess of the Company's consolidated net income (or net loss). The computations of basic and diluted earnings (loss) per share may be materially affected by these disproportionate income (loss) allocations, resulting in volatile fluctuations of basic and diluted earnings (loss) per share. Other Comprehensive Income (Loss) The Company has cash flow hedge derivative instruments that are measured at fair value with unrealized gains or losses recognized in other comprehensive income (loss) with a corresponding adjustment to accumulated other comprehensive income (loss) within equity, as discussed further in Note 14. Under the HLBV method of allocating income (loss) discussed above, a calculation is prepared at each balance sheet date by applying the HLBV method including, and excluding, the assets and liabilities resulting from the Company's cash flow hedge derivative instruments to determine comprehensive income (loss) attributable to National Storage Affiliates Trust. As a result of the distribution rights and priorities set forth in the operating partnership's LP Agreement, in any given period, other comprehensive income (loss) may be allocated disproportionately to unitholders as compared to their respective ownership percentage in the operating partnership and as compared to their respective allocation of net income (loss). Gain on sale of self storage properties The Company recognizes gains from disposition of facilities only upon closing in accordance with the guidance on sales of nonfinancial assets. Profit on real estate sold is recognized upon closing when all, or substantially all, of the promised consideration has been received and is nonrefundable and the Company has transferred control of the facilities to the purchaser. Goodwill Goodwill represents the costs of business acquisitions in excess of the fair value of identifiable net assets acquired. The Company evaluates goodwill for potential impairment annually, or whenever impairment indicators are present. The Company determined that there was no impairment to goodwill during the years ended December 31, 2021 and 2020. Use of Estimates The preparation of financial statements in conformity with GAAP 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. F-19 Table of Content Reclassifications Certain amounts in the consolidated financial statements and related notes have been reclassified to conform to the current year presentation. Such reclassifications do not impact the Company's previously reported financial position or net income (loss). Recent Accounting Pronouncements In March 2020, the Financial Accounting Standards Board issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the year ended December 31, 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. See Note 14 for additional detail about the Company's derivatives. 3. SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS Shareholders' Equity Forward Equity Offering On September 22, 2020, the Company entered into an underwriting agreement, as well as certain forward sale agreements, with a syndicate of banks acting as underwriters, forward sellers, and/or forward purchasers in connection with an underwritten public offering of 4,500,000 common shares at a public offering price of $33.15 per share (the "forward offering"). The underwriters were granted a 30-day option to purchase up to an additional 675,000 common shares at the same price, which they partially exercised for an additional 400,000 common shares on October 6, 2020. Therefore, the forward sellers or their affiliates, at the Company's request, borrowed from third parties and sold to the underwriters an aggregate of 4,900,000 common shares, which the underwriters sold at an offering price of $33.15 per share, for proceeds of approximately $162.4 million. As a result of this forward construct, the Company did not receive any proceeds from the sale of such shares at closing. The Company has determined that the forward sale agreements are not considered to be derivative instruments under the guidance within ASC 815. On December 30, 2020, the Company settled a portion of the forward offering by physically delivering 1,850,510 common shares to the forward purchasers for net proceeds of approximately $60.0 million. On March 22, 2021, the Company settled the remaining portion of the forward offering by physically delivering 3,049,490 common shares to the forward purchasers for net proceeds of approximately $97.3 million. Common Share Offering On July 23, 2021, the Company closed a follow-on public offering of 10,120,000 of its common shares, which included 1,320,000 common shares sold upon the exercise in full by the underwriters of their option to purchase additional common shares, at a public offering price of $51.25 per share. The Company received aggregate net proceeds from the offering of approximately $497.4 million after deducting the underwriting discount and additional expenses associated with the offering. Series A Preferred Shares The 6.000% cumulative redeemable preferred shares of beneficial interest ("Series A Preferred Shares") rank senior to the Company's common shares with respect to rights and rights upon its liquidation, dissolution or winding up. Dividends on the Series A Preferred Shares, which are payable quarterly in arrears, are cumulative from the date of original issuance in the amount of $1.50 per share each year. Generally, the Series A Preferred Shares become redeemable by the Company beginning in October 2022 for a cash redemption price of $25.00 per share, plus accrued but unpaid dividends. F-20 Table of Content At the Market ("ATM") Program On February 27, 2019, the Company entered into a sales agreement with certain sales agents, pursuant to which the Company may sell from time to time up to $250.0 million of the Company's common shares and 6.000% Series A Preferred Shares in sales deemed to be "at the market" offerings (the "sales agreement"). On May 19, 2021, the Company entered into an amendment to the sales agreement with certain sales agents, whereby the Company increased the aggregate gross sale price under the program to $400.0 million, which included $31.0 million of remaining available offered shares. The sales agreement contemplates that, in addition to the issuance and sale by the Company of offered shares to or through the sale agents, the Company may enter into separate forward sale agreements with any forward purchaser. Forward sale agreements, if any, will include only the Company's common shares and will not include any Series A Preferred Shares. If the Company enters into a forward sale agreement with any forward purchaser, such forward purchaser will attempt to borrow from third parties and sell, through the related agent, acting as sales agent for such forward purchaser (each, a "forward seller"), offered shares, in an amount equal to the offered shares subject to such forward sale agreement, to hedge such forward purchaser’s exposure under such forward sale agreement. The Company may offer the common shares and Series A Preferred Shares through the agents, as the Company's sales agents, or, as applicable, as forward seller, or directly to the agents or forward sellers, acting as principals, by means of, among others, ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale or at negotiated prices. During the year ended December 31, 2020, the Company sold 743,915 of its common shares through the ATM program at an average offering price to the public of $33.01 per share, resulting in net proceeds to the Company of approximately $22.9 million, after deducting compensation payable by the Company to such agents and offering expenses. During the year ended December 31, 2021, the Company sold 6,026,726 of its common shares through the ATM program at an average offering price of $51.37 per share, resulting in net proceeds to the Company of approximately $306.7 million, after deducting compensation payable by the Company to such agents and offering expenses. Noncontrolling Interests All of the OP equity in the Company's operating partnership not held by the Company are reflected as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than the Company's operating partnership. NSA is the general partner of its operating partnership and is authorized to cause its operating partnership to issue additional partner interests, including OP units and subordinated performance units, at such prices and on such other terms as it determines in its sole discretion. As of December 31, 2021 and 2020, units reflecting noncontrolling interests consisted of the following: Series A-1 preferred units OP units Subordinated performance units LTIP units DownREIT units DownREIT OP units DownREIT subordinated performance units Total Series A-1 Preferred Units December 31, 2021 640,047 31,893,105 9,754,482 775,447 2020 637,382 29,616,809 9,030,872 734,196 1,924,918 4,337,111 1,924,918 4,337,111 49,325,110 46,281,288 The 6.000% Series A-1 Cumulative Redeemable Preferred Units ("Series A-1 preferred units") rank senior to OP units and subordinated performance units in the Company's operating partnership with respect to distributions and liquidation. The Series A-1 preferred units have a stated value of $25.00 per unit and receive distributions at an annual rate of 6.000%. These distributions are cumulative. The Series A-1 preferred units are redeemable at the option of the holder after the first anniversary of the date of issuance, which redemption obligations may be satisfied at the Company’s option in cash in an amount equal to the market value of an equivalent number of the Company's F-21 Table of Content 6.000% Series A Preferred Shares or the issuance of 6.000% Series A Preferred Shares on a one-for-one basis, subject to adjustments. Generally, the Series A-1 preferred units become redeemable by the Company beginning ten years after the initial issuance of each Series A-1 preferred unit at a stated value of $25.00 per unit, plus accrued but unpaid distributions. The increase in Series A-1 preferred units outstanding from December 31, 2020 to December 31, 2021 was due to the issuance of 6,665 Series A-1 preferred units issued in connection with the acquisition of self storage properties partially offset by the redemption of 4,000 Series A-1 preferred units for Series A Preferred Shares. OP Units and DownREIT OP units OP units in the Company's operating partnership are redeemable for cash or, at the Company's option, exchangeable for common shares on a one-for-one basis, and DownREIT OP units are redeemable for cash or, at the Company's option, exchangeable for OP units in its operating partnership on a one-for-one basis, subject to certain adjustments in each case. The holders of OP units are generally not entitled to elect redemption until one year after the issuance of the OP units. The holders of DownREIT OP units are generally not entitled to elect redemption until five years after the date of the contributor's initial contribution. The increase in OP units outstanding from December 31, 2020 to December 31, 2021 was due to the issuance of 96,256 OP units in connection with the acquisition of an interest in a tenant reinsurance company, as discussed in Note 11, the redemption of 63,033 OP units issued upon the conversion of 32,741 subordinated performance units (as discussed further below), 2,674,928 OP units issued in connection with the acquisition of self storage properties and 142,405 LTIP units which were converted into an equivalent number of OP units partially offset by the redemption of 700,326 OP units for common shares. Subordinated Performance Units and DownREIT Subordinated Performance Units Subordinated performance units may also, under certain circumstances, be convertible into OP units which are exchangeable for common shares as described above, and DownREIT subordinated performance units may, under certain circumstances, be exchangeable for subordinated performance units on a one-for-one basis. Subordinated performance units are only convertible into OP units after a two year lock-out period and then generally (i) at the holder’s election only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate or (ii) at the Company's election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations. The holders of DownREIT subordinated performance units are generally not entitled to elect redemption until at least five years after the date of the contributor's initial contribution. Following such lock-out period, a holder of subordinated performance units in the Company's operating partnership may elect a voluntary conversion one time each year on or prior to December 1st to convert a pre- determined portion of such subordinated performance units into OP units in the Company's operating partnership, with such conversion effective January 1st of the following year, with each subordinated performance unit being converted into the number of OP units determined by dividing the average cash available for distribution, or CAD, per unit on the series of specific subordinated performance units over the one-year period prior to conversion by 110% of the CAD per unit on the OP units determined over the same period. CAD per unit on the series of specific subordinated performance units and OP units is determined by the Company based generally upon the application of the provisions of the LP Agreement applicable to the distributions of operating cash flow and capital transactions proceeds. The increase in subordinated performance units outstanding from December 31, 2020 to December 31, 2021 was due to the issuance of 756,351 subordinated performance units for co-investment by the Company's PROs in connection with the acquisition of self storage properties partially offset by the voluntary conversion of 32,741 subordinated performance units into 63,033 OP units. F-22 Table of Content LTIP Units LTIP units are a special class of partnership interest in the Company's operating partnership that allow the holder to participate in the ordinary and liquidating distributions received by holders of the OP units (subject to the achievement of specified levels of profitability by the Company's operating partnership or the achievement of certain events). LTIP units may also, under certain circumstances, be convertible into OP units on a one-for-one basis, which are then exchangeable for common shares as described above. LTIP units do not have full parity with OP units with respect to liquidating distributions and may not receive ordinary distributions until such parity is reached pursuant to the terms of the LP Agreement. If such parity is reached under the LP Agreement, upon vesting, vested LTIP units may be converted into an equal number of OP units, and thereafter have all the rights of OP units, including redemption rights. See Note 9 for additional information about the Company's LTIP Units. The increase in LTIP units outstanding from December 31, 2020 to December 31, 2021 was due to the issuance of 183,656 compensatory LTIP units to employees, trustees and consultants, net of forfeitures partially offset by the conversion of 142,405 LTIP units into an equivalent number of OP units. 4. SELF STORAGE PROPERTIES Self storage properties are summarized as follows (dollars in thousands): Land Buildings and improvements Furniture and equipment Total self storage properties Less accumulated depreciation Self storage properties, net December 31, 2021 1,028,431 $ $ 4,760,567 9,190 5,798,188 2020 738,863 2,892,490 7,839 3,639,192 (578,717) (443,623) $ 5,219,471 $ 3,195,569 Depreciation expense related to self storage properties amounted to $135.1 million, $105.9 million and $92.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. 5. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES 2018 Joint Venture As of December 31, 2021, the Company's unconsolidated real estate venture, formed in September 2018 with an affiliate of Heitman America Real Estate REIT LLC (the "2018 Joint Venture"), in which the Company has a 25% ownership interest, owned and operated a portfolio of 103 self storage properties containing approximately 7.8 million rentable square feet, configured in over 64,000 storage units and located across 17 states. The 2018 Joint Venture acquired one self storage property for $9.7 million during the year ended December 31, 2020, which was combined and is being operated together with one of the 2018 Joint Venture's existing properties. The 2018 Joint Venture financed the acquisition with $4.7 million of debt financing and $5.0 million of capital contributions from the 2018 Joint Venture members, of which the Company contributed $1.3 million for its 25% proportionate share. 2016 Joint Venture As of December 31, 2021, the Company's unconsolidated real estate venture, formed in September 2016 with a state pension fund advised by Heitman Capital Management LLC (the "2016 Joint Venture"), in which the Company has a 25% ownership interest, owned and operated a portfolio of 74 properties containing approximately 4.9 million rentable square feet, configured in approximately 40,000 storage units and located across 13 states. F-23 Table of Contents The 2016 Joint Venture acquired two self storage properties for $12.1 million during the year ended December 31, 2020. The 2016 Joint Venture financed these acquisitions with capital contributions from the 2016 Joint Venture members, of which the Company contributed $3.1 million for its 25% proportionate share. The Company's investments in the 2018 Joint Venture and 2016 Joint Venture are accounted for using the equity method of accounting and are included in investment in unconsolidated real estate ventures in the Company’s consolidated balance sheets. The Company’s earnings from its investments in the 2018 Joint Venture and 2016 Joint Venture are presented in equity in earnings (losses) of unconsolidated real estate ventures on the Company’s consolidated statements of operations. The following table presents the combined condensed financial position of the Company's unconsolidated real estate ventures as of December 31, 2021 and December 31, 2020 (in thousands): ASSETS Self storage properties, net Other assets Total assets LIABILITIES AND EQUITY Debt financing Other liabilities Equity Total liabilities and equity December 31, 2021 2020 $ $ $ $ 1,741,538 $ 23,562 1,765,100 $ 1,001,378 $ 19,493 744,229 1,765,100 $ 1,799,522 24,397 1,823,919 1,000,464 21,612 801,843 1,823,919 The following table presents the combined condensed operating information of the Company's unconsolidated real estate ventures for the years ended December 31, 2021, 2020, and 2019 (in thousands): Total revenue Property operating expenses Net operating income 2021 $ Supervisory, administrative and other expenses Depreciation and amortization Interest expense Loss on sale of self storage properties Acquisition and other expenses Net income (loss) $ Year Ended December 31, 2020 2019 187,861 $ 50,829 137,032 (12,288) (61,628) (41,658) — (511) 20,947 $ 164,762 $ 49,632 115,130 (10,935) (61,188) (41,204) — (969) 834 $ 162,827 49,845 112,982 (10,818) (79,556) (39,936) (806) (1,971) (20,105) F-24 Table of Contents 6. SELF STORAGE PROPERTY ACQUISITIONS The Company acquired 229 self storage properties with an estimated fair value of $2.2 billion during the year ended December 31, 2021 and 77 self storage properties with an estimated fair value of $543.3 million during the year ended December 31, 2020. Of these acquisitions, during the year ended December 31, 2021, 22 self storage properties with an estimated fair value of $207.1 million were acquired by the Company from its PROs. During the year ended December 31, 2020, 11 self storage properties with an estimated fair value of $92.9 million were acquired by the Company from its PROs. The self storage property acquisitions were accounted for as asset acquisitions and accordingly, during the years ended December 31, 2021 and 2020, $12.1 million and $4.7 million, respectively, of transaction costs related to the acquisitions were capitalized as part of the basis of the acquired properties. The Company recognized the estimated fair value of the acquired assets and assumed liabilities on the respective dates of such acquisitions. The Company allocated a portion of the purchase price to identifiable intangible assets consisting of customer in-place leases which were recorded at estimated fair values of $43.7 million and $11.7 million during the years ended December 31, 2021 and 2020, respectively, resulting in a total fair value of $2.1 billion and $531.6 million allocated to real estate during the years ended December 31, 2021 and 2020, respectively. The following table summarizes, by calendar quarter, the investments in self storage property acquisitions completed by the Company during the years ended December 31, 2021 and 2020 (dollars in thousands): Acquisitions closed during the Three Months Ended: Number of Properties Cash and Acquisition Costs Value of OP Equity(1) Other Liabilities Total Summary of Investment March 31, 2021 June 30, 2021 September 30, 2021 December 31, 2021 Total March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 Total 23 20 76 110 229 36 4 4 33 77 $ 141,928 $ 22,897 $ 1,138 $ 243,580 562,105 24,102 31,074 1,018,082 117,026 1,711 6,098 5,285 165,963 269,393 599,277 1,140,393 $ $ 1,965,695 $ 195,099 $ 14,232 $ 2,175,026 214,584 $ 7,217 $ 972 $ 222,773 30,198 20,173 237,517 5,842 3,427 20,747 207 204 2,244 $ 502,472 $ 37,233 $ 3,627 $ 36,247 23,804 260,508 543,332 (1) Value of OP equity represents the fair value of Series A-1 preferred units, OP units, subordinated performance units, and LTIP units. The results of operations for these self storage acquisitions are included in the Company's consolidated statements of operations beginning on the respective closing date for each acquisition. The accompanying consolidated statements of operations includes aggregate revenue of $58.7 million and operating income of $3.1 million related to the 229 self storage properties acquired during the year ended December 31, 2021. For the year ended December 31, 2020, the accompanying consolidated statements of operations includes aggregate revenue of $21.3 million and operating income of $0.3 million related to the 77 self storage properties acquired during such period. F-25 7. OTHER ASSETS Other assets consist of the following (dollars in thousands): Customer in-place leases, net of accumulated amortization of $14,336 and $5,322, respectively Receivables: Trade, net PROs and other affiliates Receivable from unconsolidated real estate ventures Property acquisition deposits Prepaid expenses and other Corporate furniture, equipment and other, net Trade name Management contracts, net of accumulated amortization of $4,237 and $3,222, respectively Tenant reinsurance intangible assets, net of accumulated amortization of $1,504 and $903, respectively Goodwill Total December 31, 2021 2020 $ 29,427 $ 6,460 6,228 2,878 4,028 800 9,552 1,422 6,380 2,734 2,974 5,825 1,087 7,099 1,673 6,380 10,983 11,998 22,537 8,182 102,417 $ 13,737 8,182 68,149 $ Amortization expense related to customer in-place leases amounted to $20.7 million, $9.0 million and $11.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. The Company measured the fair value of the trade name, which has an indefinite life and is not amortized, using the relief from royalty method at acquisition. The management contract assets are charged to amortization expense on a straight-line basis over 15 years, which represents the time period over which the majority of value was attributed in the Company’s discounted cash flow models. Amortization expense related to the management contracts amounted to $1.0 million, $1.0 million and $0.7 million for the years ended December 31, 2021, 2020 and 2019 respectively. Amortization expense related to the tenant reinsurance intangible assets amounted to $0.6 million, $0.6 million and $0.3 million for the years ended December 31, 2021, 2020 and 2019 respectively. See Note 11 for additional details about the Company's tenant reinsurance intangible asset acquired during the year ended December 31, 2021. F-26 Future Intangible Asset Amortization As of December 31, 2021, the estimated aggregate amortization expense for the Company's customer in-place leases, management contracts and tenant reinsurance intangible assets for the succeeding five years are as follows (in thousands): Year Ending December 31, Total Aggregate Estimated Amortization Expense 2022 2023 2024 2025 2026 Thereafter Total $ $ 31,398 1,980 1,979 1,976 1,976 23,638 62,947 F-27 Table of Contents 8. DEBT FINANCING The Company's outstanding debt as of December 31, 2021 and 2020 is summarized as follows (dollars in thousands): Credit Facility: Revolving line of credit Term loan A Term loan B Term loan C Term loan D Term loan E 2023 Term loan facility 2028 Term loan facility 2029 Term loan facility 2026 Senior Unsecured Notes 2029 Senior Unsecured Notes August 2030 Senior Unsecured Notes November 2030 Senior Unsecured Notes May 2031 Senior Unsecured Notes August 2031 Senior Unsecured Notes November 2031 Senior Unsecured Notes 2032 Senior Unsecured Notes May 2033 Senior Unsecured Notes 2036 Senior Unsecured Notes Fixed rate mortgages payable Total principal Unamortized debt issuance costs and debt premium, net Total debt Interest Rate(1) 2021 2020 December 31, 1.35% 3.69% 2.86% 2.86% 3.07% 1.25% 2.83% 4.62% 4.27% 2.16% 3.98% 2.99% 2.72% 3.00% 4.08% 2.81% 3.09% 3.10% 3.06% 3.82% $ 490,000 $ 125,000 250,000 225,000 175,000 125,000 175,000 75,000 100,000 35,000 100,000 150,000 75,000 90,000 50,000 175,000 100,000 55,000 75,000 303,944 2,948,944 (8,013) $ 2,940,931 $ 174,000 125,000 250,000 225,000 175,000 — 175,000 75,000 100,000 — 100,000 150,000 — — 50,000 — 100,000 — — 223,614 1,922,614 (5,643) 1,916,971 (1) Represents the effective interest rate as of December 31, 2021. Effective interest rate incorporates the stated rate plus the impact of interest rate cash flow hedges and discount and premium amortization, if applicable. For the revolving line of credit, the effective interest rate excludes fees for unused borrowings. Credit Facility On July 29, 2019, the operating partnership, as borrower, the Company, and certain of the operating partnership's subsidiaries, as subsidiary guarantors, entered into a second amended and restated credit agreement with a syndicated group of lenders (as amended, the "credit facility"). As of December 31, 2021, the Company's unsecured credit facility provides for total borrowing capacity of $1.550 billion and consists of the following components: (i) a revolving line of credit (the "Revolver") which provides for a total borrowing commitment up to $650.0 million, under which the Company may borrow, repay and re-borrow amounts, (ii) a $125.0 million tranche A term loan facility (the "Term Loan A"), (iii) a $250.0 million tranche B term loan facility (the "Term Loan B"), (iv) a $225.0 million tranche C term loan facility (the "Term Loan C"), (v) a $175.0 million tranche D term loan facility (the "Term Loan D") and (vi) a $125.0 million tranche E term loan facility (the "Term Loan E"). The Company has an expansion option under the credit facility, which if exercised in full, would provide for a total borrowing capacity under the credit facility of $1.750 billion. F-28 Table of Contents The Revolver matures in January 2024; provided that the Company may elect to extend the maturity to July 2024 by paying an extension fee of 0.075% of the total borrowing commitment thereunder at the time of extension and meeting other customary conditions with respect to compliance. The Term Loan A matures in January 2023, the Term Loan B matures in July 2024, the Term Loan C matures in January 2025, the Term Loan D matures in July 2026 and the Term Loan E matures on March 21, 2027. The credit facility is not subject to any scheduled reduction or amortization payments prior to maturity. Interest rates applicable to loans under the credit facility are determined based on a 1, 2, 3 or 6 month LIBOR period (as elected by the Company at the beginning of any applicable interest period) plus an applicable margin or a base rate, determined by the greatest of the Key Bank prime rate, the federal funds rate plus 0.50% or one month LIBOR plus 1.00%, plus an applicable margin. The applicable margins for the credit facility are leverage based and range from 1.10% to 1.80% for LIBOR loans and 0.10% to 0.80% for base rate loans; provided that after such time as the Company achieves an investment grade rating as defined in the credit facility, the Company may elect (but is not required to elect) (a "credit rating pricing election") that the credit facility be subject to applicable margins ranging from 0.78% to 1.65% for LIBOR loans and 0.00% to 0.65% for base rate loans. The Company is also required to pay usage based fees ranging from 0.15% to 0.20% with respect to the unused portion of the Revolver; provided that if the Company makes a credit rating pricing election under the credit facility, the Company will be required to pay rating based fees ranging from 0.125% to 0.300% with respect to the entire Revolver in lieu of any usage based fees. On July 29, 2019, the Company entered into interest rate swap agreements which together with the Company's existing interest rate swap agreements, fix the interest rates through maturity for the Term Loan A, Term Loan B, Term Loan C and Term Loan D. As of December 31, 2021, the Term Loan A, Term Loan B, Term Loan C, Term Loan D and Term Loan E had effective interest rates of 3.69%, 2.86%, 2.86%, 3.07% and 1.25% respectively. As of December 31, 2021, the Company had outstanding letters of credit totaling $5.7 million and would have had the capacity to borrow remaining Revolver commitments of $154.3 million while remaining in compliance with the credit facility's financial covenants described in the following paragraph. The Company is required to comply with the following financial covenants under the credit facility: • Maximum total leverage ratio not to exceed 60%, provided, however, the Company is permitted to maintain a ratio of up to 65% up to two (2) consecutive fiscal quarters immediately following the quarter in which a material acquisition (as defined in the credit facility) occurs • Minimum fixed charge coverage ratio of at least 1.5x • Maximum unsecured debt to unencumbered asset value ratio not to exceed 60%, provided, however, the Company shall be permitted to maintain a ratio of up to 65% up to two (2) consecutive fiscal quarters immediately following the quarter in which a material acquisition (as defined in the credit facility) occurs • Unencumbered adjusted net operating income to unsecured interest expense of at least 2.0x In addition, the terms of the credit facility contain customary affirmative and negative covenants that, among other things, limit the Company's ability to make distributions or certain investments, incur debt, incur liens and enter into certain transactions. At December 31, 2021, the Company was in compliance with all such covenants. 2023 Term Loan Facility On June 30, 2016, the Company entered into a credit agreement with a syndicated group of lenders to make available a term loan facility that matures in June 2023 (the "2023 Term Loan Facility") in an aggregate amount of $100.0 million. On June 5, 2018, the Company's operating partnership and the Company entered into the Second Amendment (the "Second Amendment") to the Credit Agreement, whereby the Company's operating partnership, among other things, partially exercised its existing $100.0 million expansion option in an aggregate amount equal to $75.0 million, increasing the aggregate amount outstanding under the 2023 Term Loan Facility to $175.0 million. The Company also increased the remaining expansion option by $200.0 million, for a total expansion option of $225.0 million. If the remaining expansion option is exercised in full, the total expansion option would provide for a total borrowing capacity under the 2023 Term Loan Facility in an aggregate amount of $400.0 million. The entire outstanding principal amount of, and all accrued but unpaid interest, is due on the maturity date. Interest rates applicable to loans under the 2023 Term Loan Facility are payable during such periods as such loans are LIBOR loans, at the applicable LIBOR based on a 1, 2, 3 or 6 month LIBOR period (as elected by the Company at the beginning of any applicable interest period) plus an applicable margin, and during the period that such loans F-29 Table of Contents are base rate loans, at the base rate under the 2023 Term Loan Facility in effect from time to time plus an applicable margin. The base rate under the 2023 Term Loan Facility is equal to the greatest of the Capital One prime rate, the federal funds rate plus 0.50% or one month LIBOR plus 1.00%. The applicable margin for the 2023 Term Loan Facility is leverage-based and ranges from 1.30% to 1.70% for LIBOR loans and 0.30% to 0.70% for base rate loans; provided that after such time as the Company achieves an investment grade rating from at least two rating agencies, the Company may elect (but is not required to elect) that the 2023 Term Loan Facility is subject to the rating based on applicable margins ranging from 0.90% to 1.75% for LIBOR Loans and 0.00% to 0.75% for base rate loans. The Company is required to comply with the same financial covenants under the 2023 Term Loan Facility as it is with the credit facility. In addition, the terms of the 2023 Term Loan Facility contain customary affirmative and negative covenants that, among other things, limit the Company's ability to make distributions or certain investments, incur debt, incur liens and enter into certain transactions. 2028 Term Loan Facility On December 21, 2018, the Company entered into a credit agreement with Huntington National Bank to make available a term loan facility that matures in December 2028 (the "2028 Term Loan Facility") in an aggregate amount of $75.0 million. The entire outstanding principal amount of, and all accrued but unpaid interest, is due on the maturity date. The Company has an expansion option under the 2028 Term Loan Facility, which, if exercised in full, would provide for a total 2028 Term Loan Facility in an aggregate amount of $125.0 million. Interest rates applicable to loans under the 2028 Term Loan Facility are payable during such periods as such loans are LIBOR loans, at the applicable LIBOR based on a 1, 2, 3 or 6 month LIBOR period (as elected by the Company at the beginning of any applicable interest period) plus an applicable margin, and during the period that such loans are base rate loans, at the base rate under the 2028 Term Loan Facility in effect from time to time plus an applicable margin. The base rate under the 2028 Term Loan Facility is equal to the greatest of the Huntington National Bank prime rate, the federal funds rate plus 0.50% or one month LIBOR plus 1.00%. The applicable margin for the 2028 Term Loan Facility is leverage-based and ranges from 1.80% to 2.35% for LIBOR loans and 0.80% to 1.35% for base rate loans; provided that after such time as the Company achieves an investment grade rating from at least two rating agencies, the Company may elect (but is not required to elect) that the 2028 Term Loan Facility is subject to the rating based on applicable margins ranging from 1.40% to 2.25% for LIBOR Loans and 0.40% to 1.25% for base rate loans. The Company is required to comply with the same financial covenants under the 2028 Term Loan Facility as it is with the credit facility and the 2023 Term Loan Facility. In addition, the terms of the 2028 Term Loan Facility contain customary affirmative and negative covenants that, among other things, limit the Company's ability to make distributions or certain investments, incur debt, incur liens and enter into certain transactions. 2029 Term Loan Facility On April 24, 2019, the Company entered into a credit agreement with BMO Harris Bank N.A. to make available an unsecured term loan facility that matures in April 2029 (the "2029 Term Loan Facility") in an aggregate amount of $100.0 million. The entire outstanding principal amount of, and all accrued but unpaid interest, is due on the maturity date. Interest rates applicable to loans under the 2029 Term Loan Facility are payable during such periods as such loans are LIBOR loans, at the applicable LIBOR based on a 1, 2, 3 or 6 month LIBOR period (as elected by the Company at the beginning of any applicable interest period) plus an applicable margin, and during the period that such loans are base rate loans, at the base rate under the 2029 Term Loan Facility in effect from time to time plus an applicable margin. The base rate under the 2029 Term Loan Facility is equal to the greatest of the BMO Harris Bank prime rate, the federal funds rate plus 0.50% or one month LIBOR plus 1.00%. The applicable margin for the 2029 Term Loan Facility is leverage-based and ranges from 1.85% to 2.30% for LIBOR loans and 0.85% to 1.30% for base rate loans; provided that after such time as the Company achieves an investment grade rating from at least two rating agencies, the Company may elect (but is not required to elect) that the 2029 Term Loan Facility be subject to rating-based margins ranging from 1.40% to 2.25% for LIBOR Loans and 0.40% to 1.25% for base rate loans. On April 24, 2019, the Company also entered into an interest rate swap agreement with a notional amount of $100.0 million that matures in April 2029 fixing the interest rate of the 2029 Term Loan Facility at an effective interest rate of 4.27%. F-30 Table of Contents The Company is required to comply with the same financial covenants under the 2029 Term Loan Facility as it is with the credit facility, 2023 Term Loan Facility and the 2028 Term Loan Facility. In addition, the terms of the 2029 Term Loan Facility contain customary affirmative and negative covenants that are consistent with those contained in the 2023 Term Loan Facility and 2028 Term Loan Facility, and, among other things, limit the Company's ability to make distributions, make certain investments, incur debt, incur liens and enter into certain transactions. 2029 and August 2031 Senior Unsecured Notes On August 30, 2019, the operating partnership issued $100.0 million of 3.98% senior unsecured notes due August 30, 2029 (the "2029 Notes") and $50.0 million of 4.08% senior unsecured notes due August 30, 2031 (the "August 2031 Notes") in a private placement to certain institutional accredited investors. The 2029 Notes and August 2031 Notes are governed by a Note Purchase Agreement, dated July 30, 2019 (the "2019 Note Purchase Agreement"), by and among the operating partnership as issuer, the Company, and the purchasers of senior unsecured notes. Interest is payable semiannually, on August 30th and February 28th of each year, commencing on February 28, 2020. The 2029 Notes and August 2031 Notes are senior unsecured obligations of the Company and are jointly and severally guaranteed by certain of the Company's subsidiaries, as subsidiary guarantors. The 2029 Notes and August 2031 Notes rank pari passu with the credit facility, the 2023 Term Loan Facility, 2028 Term Loan Facility, 2029 Term Loan Facility, 2026 Notes (defined below), August 2030 Notes (defined below), November 2030 Notes (defined below), May 2031 Notes (defined below), November 2031 Notes (defined below), 2032 Notes (defined below), May 2033 Notes (defined below), November 2033 Notes (defined below) and 2036 Notes (defined below). The 2019 Note Purchase Agreement contains financial covenants that are substantially similar to those described under the heading "Credit Facility" above. In addition, the terms of the 2019 Note Purchase Agreement contain customary affirmative and negative covenants that, among other things, limit the Company's ability to make distributions or certain investments, incur debt, incur liens and enter into certain transactions. At December 31, 2021, the Company was in compliance with all such covenants. August 2030 and 2032 Senior Unsecured Notes On October 22, 2020, the operating partnership issued $150.0 million of 2.99% senior unsecured notes due August 5, 2030 (the "August 2030 Notes") and $100.0 million of 3.09% senior unsecured notes due August 5, 2032 (the "2032 Notes") in a private placement to certain institutional investors. The August 2030 Notes and 2032 Notes are governed by a Note Purchase Agreement dated August 4, 2020 (the "2020 Note Purchase Agreement"), by and among the operating partnership as issuer, the Company, and the purchasers of the senior unsecured notes. Interest is payable semiannually, on August 30th and February 28th of each year, commencing on February 28, 2021. The August 2030 Notes and 2032 Notes are senior unsecured obligations of the Company and are jointly and severally guaranteed by certain of the Company's subsidiaries, as subsidiary guarantors. The August 2030 Notes and 2032 Notes rank pari passu with the credit facility, 2023 Term Loan Facility, 2028 Term Loan Facility, 2029 Term Loan Facility, 2026 Notes (defined below) 2029 Notes, November 2030 Notes (defined below), May 2031 Notes (defined below), August 2031 Notes, November 2031 Notes (defined below), May 2033 Notes (defined below), November 2033 Notes (defined below) and 2036 Notes (defined below). The 2020 Note Purchase Agreement contains financial covenants that are substantially similar to those of the Company's credit facility. In addition, the terms of the 2020 Note Purchase Agreement contain customary affirmative and negative covenants that, among other things, limit the Company's ability to make distributions or certain investments, incur debt, incur liens and enter into certain transactions. At December 31, 2021, the Company was in compliance with all such covenants. F-31 Table of Contents 2026, May 2031 and May 2033 Senior Unsecured Notes On May 3, 2021, the operating partnership as issuer, and the Company, entered into a Note Purchase Agreement (the "May 2021 Note Purchase Agreement") which provides for the private placement of $35.0 million of 2.16% senior unsecured notes due May 4, 2026 (the "2026 Notes"), $90.0 million of 3.00% senior unsecured notes due May 4, 2031 (the "May 2031 Notes") and $55.0 million of 3.10% senior unsecured notes due May 4, 2033 (the "2033 Notes" and together with the 2026 Notes and May 2031 Notes, the "May 2021 Senior Unsecured Notes") to certain institutional investors. The May 2021 Senior Unsecured Notes are governed by the May 2021 Note Purchase Agreement. On May 26, 2021 the operating partnership issued the 2033 Notes and on July 26, 2021 the operating partnership issued the 2026 Notes and the May 2031 Notes. Interest is paid semiannually, on May 31st and November 30th of each year, commencing on November 30, 2021. The May 2021 Senior Unsecured Notes are senior unsecured obligations of the Company and are jointly and severally guaranteed by certain of the Company's subsidiaries, as subsidiary guarantors. The May 2021 Senior Unsecured Notes rank pari passu with the credit facility, 2023 Term Loan Facility, 2028 Term Loan Facility, 2029 Term Loan Facility, 2029 Notes, August 2030 Notes, November 2030 Notes (defined below), August 2031 Notes, 2032 Notes, November 2031 Notes (defined below), November 2033 Notes (defined below) and 2036 Notes (defined below). The May 2021 Note Purchase Agreement contains financial covenants that are substantially similar to those of the Company's credit facility. In addition, the terms of the May 2021 Note Purchase Agreement contain customary affirmative and negative covenants that, among other things, limit the Company's ability to make distributions or certain investments, incur debt, incur liens and enter into certain transactions. November 2030, November 2031, November 2033 and 2036 Senior Unsecured Notes On November 9, 2021, the operating partnership as issuer, and the Company, entered into a Note Purchase Agreement (the "November 2021 Note Purchase Agreement") which provides for the private placement of $75.0 million of 2.72% senior unsecured notes due November 30, 2030 (the "November 2030 Notes"), $175.0 million of 2.81% senior unsecured notes due November 30, 2031 (the "November 2031 Notes"), $125.0 million of 2.96% senior unsecured notes due November 30, 2033 (the "November 2033 Notes") and $75.0 million of 3.06% senior unsecured notes due November 30, 2036 (the "2036 Notes" and together with the November 2030 Notes, November 2031 Notes, November 2033 Notes and the "November 2021 Senior Unsecured Notes") to certain institutional investors. The November 2021 Senior Unsecured Notes are governed by the November 2021 Note Purchase Agreement. On December 14, 2021 the operating partnership issued the November 2030 Notes, November 2031 Notes and the 2036 Notes. As discussed in Note 15, on January 28, 2022 the operating partnership issued the November 2033 Notes. Interest is paid semiannually, on May 30th and November 30th of each year, commencing on May 30, 2022. The November 2021 Senior Unsecured Notes are senior unsecured obligations of the Company and are jointly and severally guaranteed by certain of the Company's subsidiaries, as subsidiary guarantors. The November 2021 Senior Unsecured Notes rank pari passu with the credit facility, 2023 Term Loan Facility, 2028 Term Loan Facility, 2029 Term Loan Facility, 2026 Notes, 2029 Notes, August 2030 Notes, May 2031 Notes, August 2031 Notes, 2032 Notes and May 2033 Notes. The November 2021 Note Purchase Agreement contains financial covenants that are substantially similar to those of the Company's credit facility. In addition, the terms of the November 2021 Note Purchase Agreement contain customary affirmative and negative covenants that, among other things, limit the Company's ability to make distributions or certain investments, incur debt, incur liens and enter into certain transactions. Fixed Rate Mortgages Payable Fixed rate mortgages have scheduled maturities at various dates through October 2031, and have effective interest rates that range from 3.63% to 5.00%. Principal and interest are generally payable monthly or in monthly interest-only payments with balloon payments due at maturity. On July 9, 2021, the Company entered into an agreement with a single lender for an $88.0 million debt financing secured by a first lien on eight of the Company's self storage properties. This interest-only loan matures in July 2028 and has a fixed interest rate of 2.77%. F-32 Table of Contents Future Debt Maturities Based on existing debt agreements in effect as of December 31, 2021, the scheduled principal and maturity payments for the Company's outstanding borrowings are presented in the table below (in thousands): Year Ending December 31, 2022 2023 2024 2025 2026 Thereafter Scheduled Principal and Maturity Payments Premium Amortization and Unamortized Debt Issuance Costs $ $ $ 4,374 $ 376,813 761,964 227,185 212,322 1,366,286 $ 2,948,944 $ (2,228) $ (1,872) (1,499) (923) (761) (730) $ (8,013) $ Total 2,146 374,941 760,465 226,262 211,561 1,365,556 2,940,931 9. EQUITY-BASED AWARDS The Company grants awards in the form of LTIP units and restricted common shares to provide equity based incentive compensation to members of its senior management team, independent trustees, advisers, consultants, other personnel, and as consideration for self storage property acquisitions. LTIP units were first granted under the 2013 Long-Term Incentive Plan (the "2013 Plan"), which authorized up to 2.5 million LTIP units for issuance. In connection with the Company's initial public offering, the Company terminated the 2013 Plan but the awards granted thereunder remained outstanding after its termination. Restricted common shares were first granted under the 2015 National Storage Affiliates Trust Equity Incentive Plan (the "2015 Plan"), which authorizes the Company's compensation, nominating, and corporate governance committee to grant share options, restricted common shares, phantom shares, dividend equivalent rights, LTIP units and other restricted limited partnership units issued by its operating partnership and other equity-based awards up to an aggregate of 5% of the common shares issued and outstanding from time to time on a fully diluted basis (assuming, if applicable, the exercise of all outstanding options and the conversion of all warrants and convertible securities, including OP units and LTIP units, into common shares). As of December 31, 2021, the Company did not have outstanding under its equity compensation plan, any options, warrants or rights to purchase the Company's common shares. LTIP Units Through December 31, 2021, an aggregate of 2,474,710 LTIP units have been issued under the 2013 Plan, 1,193,979 LTIP units have been issued under the 2015 Plan, and 373,353 LTIP units have been issued under the LP Agreement. Some of the granted LTIP units vested immediately or upon completion of the Company's initial public offering. Others vest upon the contribution of self storage properties or along a schedule at certain times through June 10, 2025. Compensatory Grants The Company grants two types of compensatory LTIP units, time-based LTIP unit awards that are subject to time-based vesting typically over a period of one to four years from the grant date, so long as such person remains an employee or trustee, and performance-based LTIP unit awards, which are designed to align the interests of the Company's executive officers with those of the Company's shareholders in a pay-for-performance structure. The performance-based LTIP unit awards vest contingent upon the achievement of performance criteria measured over a period of three years from the grant date, which is based on the Company's total shareholder return ("TSR") relative to the TSR of the companies in the Morgan Stanley Capital International US REIT Index and the Company's TSR relative to the TSR of its peers in the self storage industry. The value of the performance-based LTIP unit awards takes into consideration the probability that the awards will ultimately vest; therefore previously recorded compensation expense is not adjusted in the event that the performance criteria is not achieved. F-33 Table of Contents Compensation expense related to compensatory LTIP units granted to members of the Company's senior management team, the Company's independent trustees, advisers, consultants and other personnel is included in general and administrative expense in the accompanying consolidated statements of operations. Total compensation cost recognized for the compensatory LTIP unit awards was $5.1 million, $3.9 million and $4.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. At December 31, 2021, total unvested compensation cost not yet recognized was $5.2 million. The Company expects to recognize this compensation cost over a period of approximately 3.4 years. If the grantee has a termination of service for any reason during the vesting period, the unvested LTIP units will be forfeited subject to certain limited exceptions. Time-based LTIP unit awards are granted with a fair value equal to the closing market price of the Company's common shares on the date of grant. The following table summarizes activity for the time-based LTIP unit awards for the years ended December 31, 2021, 2020 and 2019: 2021 Time-Based LTIP Unit Awards 2020 2019 Weighted Average Grant-Date Fair Value Number of LTIP units Weighted Average Grant-Date Fair Value Number of LTIP units Weighted Average Grant-Date Fair Value Number of LTIP units Outstanding unvested at beginning of year Granted Vested Forfeited 170,265 $ 98,376 (105,561) (4,104) Unvested at end of year 158,976 $ 28.93 41.02 27.61 41.84 36.95 181,937 $ 111,898 (115,935) (7,635) 170,265 $ 26.55 30.14 26.52 26.72 28.93 223,812 $ 101,167 (138,028) (5,014) 181,937 $ 23.54 27.80 22.59 26.25 26.55 The aggregate fair value of the time-based LTIP unit awards that vested during the years ended December 31, 2021, 2020 and 2019 was $2.9 million, $3.1 million and $3.1 million, respectively. The following table summarizes activity for the performance-based LTIP unit awards granted during the year ended December 31, 2021, 2020 and 2019, including the minimum, target and maximum number of LTIP units that may be earned upon the achievement of the performance criteria measured over the period of three years from the grant date. Outstanding unvested at December 31, 2018 Granted Outstanding unvested at December 31, 2019 Granted Vested Forfeited Outstanding unvested at December 31, 2020 Granted Vested Forfeited Outstanding unvested at December 31, 2021 Performance-Based LTIP Unit Awards Minimum Target Maximum Weighted Average Grant-Date Fair Value — — — — — — — — — — — 86,407 53,128 139,535 53,835 159,899 $ 106,252 266,151 $ 107,667 (40,390) (90,874) (18,493) (32,930) 134,487 49,522 250,014 $ 99,041 (37,908) (47,206) — (9,656) 146,101 292,193 $ 26.35 29.76 27.71 35.67 27.63 27.53 30.69 41.68 24.76 24.21 35.98 The aggregate fair value of the performance-based LTIP unit awards that vested during the year ended December 31, 2021 and 2020 was $0.9 million and $1.1 million, respectively. The fair value of the performance- based LTIP unit awards, which have a market condition, is estimated on the date of grant using a Monte Carlo simulation. The simulation requires assumptions for expected volatility, risk-free rate of return, and dividend yield. F-34 Table of Contents The following table summarizes the assumptions used to value the performance-based LTIP unit awards granted during the years ended December 31, 2021, 2020 and 2019: Risk-free interest rate Dividend yield Expected volatility Acquisition Consideration Grants 2021 2020 2019 0.18 % 3.89 % 1.37 % 4.13 % 2.51 % 4.54 % 34.17 % 24.43 % 25.40 % On December 31, 2013, the Company granted 1,683,560 LTIP units under the 2013 Plan and on January 23, 2020 the Company granted 28,894 LTIP units under the LP Agreement as part of the consideration for self storage property acquisitions and contributions. The following table summarizes activity for acquisition grants during the years ended December 31, 2021, 2020 and 2019: Total unvested units, December 31, 2018 Units vested in 2018 Total unvested units, December 31, 2019 Units vested in 2019 Units forfeited Total unvested units, December 31, 2020 Units vested in 2021 Total unvested units, December 31, 2021 Total LTIP units 224,000 — 224,000 — 28,894 252,894 — 252,894 As of December 31, 2021, the remaining unvested LTIP units will vest as additional self storage properties are contributed or sourced. The fair value of such LTIP units will be recorded as additional acquisition consideration based on the fair value in the period such acquisitions are completed. Grants to Consultants During the years ended December 31, 2020 and 2019, the Company issued 28,892 and 5,714 LTIP units, respectively, that were immediately vested to consultants that provided acquisition services. During the years ended December 31, 2020 and 2019, the self storage properties acquired were accounted for as asset acquisitions and accordingly, the acquisition costs related to the LTIP units granted to consultants were capitalized as part of the basis of the acquired properties. The aggregate fair value of the LTIP units was $1.0 million and $0.2 million for the years ended December 31, 2020 and 2019, respectively. Restricted Common Shares Through December 31, 2021, an aggregate of 123,463 restricted common shares have been issued under the 2015 Plan. These restricted common shares vest over a period of approximately 3.4 years. Restricted common shares are granted with a fair value equal to the closing market price of the Company's common shares on the date of grant. F-35 Table of Contents The following table summarizes activity for restricted common shares for the years ended December 31, 2021, 2020 and 2019: 2021 Year Ended December 31, 2020 2019 Number of Restricted Common Shares Weighted Average Grant-Date Fair Value Number of Restricted Common Shares Weighted Average Grant-Date Fair Value Number of Restricted Common Shares Weighted Average Grant-Date Fair Value Outstanding at beginning of year Granted Vested Forfeited 29,929 $ 29,248 (12,763) (15,755) Unvested at end of year 30,659 $ 32.68 43.80 31.14 39.52 40.41 25,779 $ 21,861 (12,471) (5,240) 29,929 $ 26.26 36.19 25.85 32.00 32.68 22,589 $ 18,218 (10,734) (4,294) 25,779 $ 24.83 26.46 23.54 25.61 26.26 The aggregate fair value of restricted common shares that vested during the years ended December 31, 2021, 2020 and 2019 was $0.4 million, $0.3 million and $0.3 million respectively. Total compensation cost recognized for restricted common shares during the years ended December 31, 2021, 2020 and 2019 was $0.4 million, $0.4 million and $0.3 million, respectively. At December 31, 2021, total unvested compensation cost not yet recognized was $0.9 million. The Company expects to recognize this compensation cost over a period of approximately 3.4 years. If the grantee has a termination of service for any reason during the vesting period, the unvested restricted common shares will be forfeited. Compensation expense related to restricted common shares is included in general and administrative expense in the accompanying consolidated statements of operations. F-36 Table of Contents 10. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings (loss) per common share for the years ended December 31, 2021, 2020 and 2019 (in thousands, except per share amounts): Year Ended December 31, 2020 2019 2021 Earnings (loss) per common share - basic and diluted Numerator Net income $ 146,935 $ 79,478 $ 66,013 Net income attributable to noncontrolling interests (41,682) (30,869) (62,030) Net income attributable to National Storage Affiliates Trust 105,253 48,609 3,983 Distributions to preferred shareholders Distributed and undistributed earnings allocated to participating securities Net income attributable to common shareholders - basic Effect of assumed conversion of dilutive securities Net income (loss) attributable to common shareholders - diluted Denominator (13,104) (13,097) (12,390) (57) (44) 92,092 40,231 35,468 — (35) (8,442) — $ 132,323 $ 35,468 $ (8,442) Weighted average shares outstanding - basic 81,195 66,547 58,208 Effect of dilutive securities: Weighted average effect of outstanding forward offering agreement Weighted average OP units outstanding Weighted average DownREIT OP unit equivalents outstanding Weighted average LTIP units outstanding Weighted average subordinated performance units and DownREIT subordinated performance unit equivalents Weighted average shares outstanding - diluted 100 30,124 1,925 96 21,098 134,538 60 — — — — — — — — — 66,607 58,208 Earnings (loss) per share - basic Earnings (loss) per share - diluted Dividends declared per common share $ $ $ 1.13 $ 0.98 $ 1.59 $ 0.53 $ 0.53 $ 1.35 $ (0.15) (0.15) 1.27 As discussed in Note 2, the Company allocates GAAP income (loss) utilizing the HLBV method, in which the Company allocates income or loss based on the change in each unitholders' claim on the net assets of its operating partnership at period end after adjusting for any distributions or contributions made during such period. Due to the stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation expense, in any given period, income or loss may be allocated disproportionately to National Storage Affiliates Trust and noncontrolling interests, resulting in volatile fluctuations of basic and diluted earnings (loss) per share. Outstanding equity interests of the Company's operating partnership and DownREIT partnerships are considered potential common shares for purposes of calculating diluted earnings (loss) per share as the unitholders may, through the exercise of redemption rights, obtain common shares, subject to various restrictions. Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by further adjusting for the dilutive impact using the treasury stock method for unvested LTIP units subject to a service condition outstanding during the period and the if-converted method for any convertible securities outstanding during the period. F-37 Table of Contents Generally, following certain lock-out periods, OP units in the Company's operating partnership are redeemable for cash or, at the Company's option, exchangeable for common shares on a one-for-one basis, subject to certain adjustments and DownREIT OP units are redeemable for cash or, at the Company's option, exchangeable for OP units in its operating partnership on a one-for-one basis, subject to certain adjustments in each case. LTIP units may also, under certain circumstances, be convertible into OP units on a one-for-one basis, which are then exchangeable for common shares as described above. Vested LTIP units and unvested LTIP units that vest based on a service condition are allocated income or loss in a similar manner as OP units. Unvested LTIP units subject to a service or market condition are evaluated for dilution using the treasury stock method. For the year ended December 31, 2021, 442,703 unvested LTIP units that vest based on a service or market condition are excluded from the calculation of diluted earnings (loss) per share as they are not dilutive to earnings (loss) per share. For the year ended December 31, 2021, 252,894 unvested LTIP units that vest upon the future acquisition of properties are excluded from the calculation of diluted earnings (loss) per share because the contingency for the units to vest has not been attained as of the end of the reported period. Subordinated performance units may also, under certain circumstances, be convertible into OP units which are exchangeable for common shares as described above, and DownREIT subordinated performance units may, under certain circumstances, be exchangeable for subordinated performance units on a one-for-one basis. Subordinated performance units are only convertible into OP units, after a two year lock-out period and then generally (i) at the holder’s election only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate or (ii) at the Company's election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations. Although subordinated performance units may only be convertible after a two year lock-out period, the Company assumes a hypothetical conversion of each subordinated performance unit (including each DownREIT subordinated performance unit) into OP units (with subsequently assumed redemption into common shares) for the purposes of calculating diluted weighted average common shares. This hypothetical conversion is calculated using historical financial information, and as a result, is not necessarily indicative of the results of operations, cash flows or financial position of the Company upon expiration of the two-year lock out period on conversions. For the years ended December 31, 2020 and 2019, potential common shares totaling 48.2 million and 54.2 million, respectively, related to OP units, DownREIT OP units, subordinated performance units, DownREIT subordinated performance units and vested LTIP units have been excluded from the calculation of diluted earnings (loss) per share as they are not dilutive to earnings (loss) per share. Participating securities, which consist of unvested restricted common shares, receive dividends equal to those received by common shares. The effect of participating securities for the periods presented above is calculated using the two-class method of allocating distributed and undistributed earnings. 11. RELATED PARTY TRANSACTIONS Supervisory and Administrative Fees For the self storage properties that are managed by the PROs, the Company has entered into asset management agreements with the PROs to provide leasing, operating, supervisory and administrative services. The asset management agreements generally provide for fees ranging from 5% to 6% of gross revenue for the managed self storage properties. During the years ended December 31, 2021, 2020 and 2019, the Company incurred $20.4 million, $16.4 million and $20.0 million, respectively, for supervisory and administrative fees to the PROs. Such fees are included in general and administrative expenses in the accompanying consolidated statements of operations. Payroll Services For the self storage properties that are managed by the PROs, the employees responsible for operation of the self storage properties are generally employees of the PROs who charge the Company for the costs associated with the respective employees. For the years ended December 31, 2021, 2020 and 2019, the Company incurred $27.9 million, $25.9 million and $32.0 million, respectively, for payroll and related costs reimbursable to these PROs. Such costs are included in property operating expenses in the accompanying consolidated statements of operations. F-38 Table of Contents Due Diligence Costs During the years ended December 31, 2021, 2020 and 2019, the Company incurred $1.7 million, $0.5 million and $0.7 million, respectively, of expenses payable to certain PROs related to self storage property acquisitions sourced by the PROs. These expenses, which are based on the volume of transactions sourced by the PROs, are intended to reimburse the PROs for due diligence costs incurred in the sourcing and underwriting process. For the years ended December 31, 2021, 2020 and 2019 these due diligence costs are capitalized as part of the basis of the acquired self storage properties. Self Storage Property Acquisitions During the year ended December 31, 2021, the Company acquired eight self storage properties for $102.7 million from companies in which J. Timothy Warren, a trustee of the Company, was an investor or controlled an entity which was an investor. Of the total consideration paid, 171,439 OP units with a value of $10.2 million were issued to a company controlled by Mr. Warren, but owned by Mr. Warren's adult children, and 31,869 OP units with a value of $2.1 million were issued to an entity owned and controlled by Mr. Warren. During the year ended December 31, 2020, the Company acquired one self storage property from a company in which an entity controlled by J. Timothy Warren, a trustee of the Company, was an investor. Mr. Warren's adult children held an ownership interest in such investor entity. The total consideration payable by the Company for this property was subject to an earnout payable in three tranches based on the performance of the property over six, 12 and 18 month periods. During 2021, in connection with the 12 month and 18 month tranches of the earnout, the Company paid aggregate consideration totaling approximately $4.1 million, and the interest of Mr. Warren's children was 22,794 OP Units with a value of approximately $1.2 million. During the year ended December 31, 2020, the Company acquired one self storage property for $7.5 million from an entity that was partially owned by Arlen Nordhagen, the Company's executive chairman and former chief executive officer, and David Cramer, the Company's chief operating officer. Of the total consideration paid, Mr. Nordhagen's and Mr. Cramer's interest was approximately 58,376 OP Units with a value of $1.5 million and 29,689 OP Units with a value $0.7 million, respectively. During the year ended December 31, 2020, the Company acquired one self storage property for $8.3 million from a company in which an entity controlled by J. Timothy Warren, a trustee of the Company, was an investor. Mr. Warren's adult children held an ownership interest in such entity. Of the total consideration paid, the interest of Mr. Warren's children was approximately 16,620 OP Units with a value of $0.5 million. Acquisition of Interest in Reinsurance Company and Related Cash Flows On December 31, 2021, the Company, as acquiror, and Northwest (e.g. Kevin Howard Real Estate, Inc.) and KHJTW, LLC (an entity owned by an affiliate of Northwest and an entity controlled by J. Timothy Warren, a trustee of the Company) entered into a Contribution and Purchase Agreement (the "Contribution Agreement") whereby the Company acquired an ownership interest (approximately 0.54%) in SBOA TI Reinsurance Ltd. (the "Reinsurance Company"), a Cayman Islands exempted company. The Reinsurance Company provides reinsurance for a self storage tenant insurance program issued by a licensed insurance company, whereby tenants of the Company's self storage facilities and tenants of other operators participating in the program can purchase insurance to cover damage or destruction to their personal property while stored at such facilities. The Company is entitled to receive its share of distributions of any profits generated by the Reinsurance Company, depending on actual losses incurred by the program. As part of the transaction, the Company also acquired the rights to the access fees associated with the tenant insurance-related arrangements from Northwest. The consideration paid for the interest in the Reinsurance Company and the rights to access fees associated with the tenant insurance-related arrangements was $9.5 million, which consisted of $2.9 million of cash and 96,256 OP units totaling $6.6 million. Of the total consideration transferred, a company controlled by Mr. Warren, but owned by Mr. Warren's adult children received 48,128 OP Units totaling approximately $3.3 million. The Contribution Agreement contains customary representations, warranties, covenants and agreements of the Company and the sellers. F-39 Table of Contents The Company allocated the total purchase price to the estimated fair value of the assets acquired, consisting of $0.1 million of equity interest in the Reinsurance Company and $9.4 million as an intangible related to the acquired access fees and rights to control the tenant insurance-related arrangements. These assets are reported in other assets, net in the Company's consolidated balance sheets. The intangible asset is amortized on a straight-line basis over 25 years, which approximates the weighted average remaining useful life of the Northwest-managed properties, and is recorded in depreciation and amortization expense in the Company's consolidated statements of operations. 12. COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is subject to litigation, claims, and assessments that may arise in the ordinary course of its business activities. Such matters include contractual matters, employment related issues, and regulatory proceedings. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters will not have a material adverse effect on the Company's financial position, results of operations, or liquidity. 13. LEASES The Company determines if a contractual arrangement is a lease at inception. As a lessee, the Company has non-cancelable lease agreements for real estate and its corporate office space that are classified as operating leases. The Company's operating leases are included in operating lease right-of-use ("ROU") assets and operating lease liabilities in its consolidated balance sheets. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company's operating leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at commencement date in determining the discount rate for the present value of the lease payments. To the extent that the lease agreements provide for fixed increases throughout the term of the lease, the Company recognizes lease expense on a straight-line basis over the expected lease terms. Real Estate Leasehold Interests The Company has eight properties that are subject to non-cancelable leasehold interest agreements with remaining lease terms ranging from 13 to 71 years, inclusive of extension options that the Company anticipates exercising. Rent expense under these leasehold interest agreements is included in property operating expenses in the accompanying consolidated statements of operations and amounted to $1.7 million, $1.8 million and $1.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. Office Leases The Company has entered into non-cancelable lease agreements for its corporate office space with remaining lease terms ranging from one to seven years. Rent expense related to these office leases is included in general and administrative expenses in the accompanying consolidated statements of operations and amounted to $0.4 million, $0.4 million and $0.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. The weighted-average remaining lease term and the weighted-average discount rate for the Company's operating leases as of December 31, 2021 are as follows: Weighted-average remaining lease term Real estate leasehold interests Office leases Weighted-average remaining discount rate Real estate leasehold interests Office leases December 31, 2021 27 years 5 years 4.9 % 3.8 % F-40 Table of Contents As of December 31, 2021, the future minimum lease payments under the Company's operating leases, for which the Company is a lessee, are as follows (in thousands): Real Estate Leasehold Interests Office Leases Total $ 1,459 $ 465 $ Year Ending December 31, 2022 2023 2024 2025 2026 2027 through 2092 Total lease payments Less imputed interest Total $ $ 1,464 1,470 1,521 1,549 33,657 41,120 $ (19,326) 21,794 $ 430 450 456 429 195 2,425 $ (238) 2,187 $ As of December 31, 2020, the future minimum lease payments under the Company's operating leases, for which the Company is a lessee, are as follows (in thousands): Real Estate Leasehold Interests Office Leases Total $ 1,444 $ 471 $ Year Ending December 31, 2021 2022 2023 2024 2025 2026 through 2092 Total lease payments Less imputed interest Total $ $ 14. FAIR VALUE MEASUREMENTS Recurring Fair Value Measurements 1,459 1,464 1,470 1,521 35,206 42,564 $ (20,374) 22,190 $ 465 430 450 456 624 2,896 $ (330) 2,566 $ 1,924 1,894 1,920 1,977 1,978 33,852 43,545 (19,564) 23,981 1,915 1,924 1,894 1,920 1,977 35,830 45,460 (20,704) 24,756 The Company sometimes limits its exposure to interest rate fluctuations by entering into interest rate swap agreements. The interest rate swap agreements moderate the Company's exposure to interest rate risk by effectively converting the interest on variable rate debt to a fixed rate. The Company measures its interest rate swap derivatives at fair value on a recurring basis. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly into earnings. F-41 Table of Contents Information regarding the Company's interest rate swaps measured at fair value, which are classified within Level 2 of the GAAP fair value hierarchy, is presented below (dollars in thousands): Fair value at December 31, 2019 Cash flow hedge ineffectiveness included in accumulated other comprehensive income Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income Unrealized losses on interest rate swaps included in accumulated other comprehensive income Fair value at December 31, 2020 Fair value at December 31, 2020 Cash flow hedge ineffectiveness included in accumulated other comprehensive income Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income Unrealized gains on interest rate swaps included in accumulated other comprehensive income Fair value at December 31, 2021 Interest Rate Swaps Designated as Cash Flow Hedges $ $ $ $ (18,963) 69 14,520 (73,544) (77,918) (77,918) 25 20,578 23,558 (33,757) As of December 31, 2021 and 2020, the Company had outstanding interest rate swaps designated as cash flow hedges with aggregate notional amounts of $1,125.0 million and $1,125.0 million, respectively. As of December 31, 2021, the Company's swaps had a weighted average remaining term of 2.8 years. The fair value of these swaps are presented within other assets and accounts payable and accrued liabilities in the accompanying balance sheets, and the Company recognizes any changes in the fair value as an adjustment of accumulated other comprehensive income (loss) within equity to the extent of their effectiveness. If the forward rates at December 31, 2021 remain constant, the Company estimates that during the next 12 months, the Company would reclassify into earnings approximately $16.5 million of the unrealized losses included in accumulated other comprehensive income (loss). If market interest rates increase above the 1.92% weighted average fixed rate under these interest rate swaps the Company will benefit from net cash payments due to it from its counterparty to the interest rate swaps. There were no transfers between levels during the years ended December 31, 2021 and 2020. For financial assets and liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including LIBOR yield curves. The Company uses valuation techniques for Level 2 financial assets and liabilities which include LIBOR yield curves at the reporting date as well as assessing counterparty credit risk. Counterparties to these contracts are highly rated financial institutions. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company's derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and the counterparties. As of December 31, 2021 and 2020, the Company determined that the effect of credit valuation adjustments on the overall valuation of its derivative positions are not significant to the overall valuation of its derivatives. Therefore, the Company has determined that its derivative valuations are appropriately classified in Level 2 of the fair value hierarchy. Fair Value Disclosures The carrying values of cash and cash equivalents, restricted cash, trade receivables, accounts payable and accrued liabilities reflected in the balance sheets at December 31, 2021 and 2020, approximate fair value due to the short term nature of these financial assets and liabilities. The carrying value of variable rate debt financing reflected in the balance sheets at December 31, 2021 and 2020 approximates fair value as the changes in their associated interest rates reflect the current market and credit risk is similar to when the loans were originally obtained. The fair values of fixed rate private placement notes and mortgages were estimated using the discounted estimated future cash payments to be made on such debt; the discount rates used approximated current market rates for loans, or groups of loans, with similar maturities and credit quality (categorized within Level 2 of the fair value F-42 Table of Contents hierarchy). The combined principal balance of the Company’s fixed rate private placement notes was approximately $905.0 million as of December 31, 2021, with a fair value of approximately $931.1 million. In determining the fair value, the Company estimated a weighted average market interest rate of approximately 2.81%, compared to the weighted average contractual interest rate of 3.09%. The combined principal balance of the Company’s fixed rate private placement notes was approximately $400.0 million as of December 31, 2020, which approximated fair value as the then-current market and credit risk was similar to when the notes were originally issued. The combined principal balance of the Company's fixed rate mortgages payable was approximately $303.9 million as of December 31, 2021 with a fair value of approximately $319.9 million. In determining the fair value, the Company estimated a weighted average market interest rate of approximately 2.55%, compared to the weighted average contractual interest rate of 4.12%. The combined principal balance of the Company's fixed rate mortgages was approximately $223.6 million as of December 31, 2020 with a fair value of approximately $249.7 million. In determining the fair value as of December 31, 2020, the Company estimated a weighted average market interest rate of approximately 2.12%, compared to the weighted average contractual interest rate of 4.69%. 15. SUBSEQUENT EVENTS Northwest Retirement As discussed in Note 1, one of the Company's largest PROs, Northwest, retired effective January 1, 2022. As a result of the retirement event, management of our properties in the Northwest managed portfolio was transferred to the Company and the Northwest brand name and related intellectual property was internalized by the Company, and the Company discontinued payment of any supervisory and administrative fees or reimbursements to Northwest. As part of the internalization, most of Northwest's employees were offered and provided employment by the Company and continue managing Northwest's portfolio of properties as members of the Company's existing property management platform. Under the terms of the Company's facilities portfolio management agreement with Northwest, in connection with a retirement event leading to the transfer of management of our properties to us and related intellectual property, Northwest was entitled to receive OP units based on a contractual formula. Using this formula, the Company determined that Northwest was entitled to receive an equivalent of 46,540 OP units totaling $3.2 million. The Company allocated the purchase price to tangible fixed assets and intangible assets acquired, consisting of a management contract and the Northwest trade name. The tangible and intangible assets related to the internalization will be included in other assets, net in the Company's condensed consolidated balance sheets. Additionally, in connection with the retirement of Northwest, effective as of January 1, 2022, 2,078,357 subordinated performance units related to Northwest's managed portfolio were converted into 3,911,260 OP units, with each subordinated performance unit being converted into the number of OP units determined by dividing the average cash available for distribution, or CAD, per unit on the series NW subordinated performance units over the two-year period prior to conversion by 110% of the CAD per unit on the OP units determined over the same period. CAD per unit on the series NW subordinated performance units and OP units was determined by the Company based upon the application of the provisions of the operating partnership agreement applicable to the distributions of operating cash flow and capital transactions proceeds. 2033 Senior Unsecured Notes On January 28, 2022 the operating partnership issued the November 2033 Notes. The Company used the proceeds to repay outstanding amounts on its revolving line of credit and for general corporate purposes. Subordinated Performance Unit To OP Unit Conversions Subordinated performance units are convertible into OP units after a two year lock-out period and then generally (i) at the holder’s election only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate (a "voluntary conversion") or (ii) at the Company's election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations. F-43 Table of Contents Following such lock-out period, a holder of subordinated performance units in the Company's operating partnership may elect a voluntary conversion one time each year prior to December 1st to convert a pre-determined portion of such subordinated performance units into OP units in the Company's operating partnership, with such conversion effective January 1st of the following year with each subordinated performance unit being converted into the number of OP units determined by dividing the average cash available for distribution, or CAD, per unit on the series of specific subordinated performance units over the one-year period prior to conversion by 110% of the CAD per unit on the OP units determined over the same period. CAD per unit on the series of specific subordinated performance units and OP units is determined by the Company based generally upon the application of the provisions of the operating partnership agreement applicable to the distributions of operating cash flow and capital transactions proceeds. During the year ended December 31, 2021, the Company received notices requesting the conversion of 82,611 subordinated performance units. Effective January 1, 2022, the Company issued 235,241 OP units in satisfaction of such voluntary conversion requests. F-44 Table of Contents NATIONAL STORAGE AFFILIATES TRUST SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2021 (dollars in thousands) Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Auburn-Opelika Auburn-Opelika Birmingham-Hoover Birmingham-Hoover Dothan Dothan Huntsville Huntsville Mobile Mobile Montgomery Tuscaloosa Tuscaloosa Tuscaloosa Hot Springs Hot Springs Pine Bluff Lake Havasu City-Kingman Lake Havasu City-Kingman Lake Havasu City-Kingman Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale AL AL AL AL AL AL AL AL AL AL AL AL AL AL AR AR AR AZ AZ AZ AZ AZ AZ AZ AZ AZ AZ AZ AZ AZ AZ 904 707 1,539 1,161 425 995 608 1,229 991 589 1,295 2,181 2,161 821 1,268 918 510 671 722 711 1,089 3,813 1,375 1,653 1,661 1,050 1,198 1,324 3,816 5,576 1,506 904 707 1,539 1,161 425 995 608 1,229 991 589 1,295 2,181 2,161 821 1,268 918 510 671 722 711 1,089 3,813 1,375 1,653 1,661 1,050 1,198 1,324 3,816 5,576 1,609 6 15 8 8 62 97 41 3 847 10 7 14 4 4 5 5 6 375 137 235 109 138 209 70 116 150 55 112 60 351 3,697 4,736 6,992 8,443 5,913 6,452 5,689 2,084 8,329 4,874 2,233 12,978 17,691 7,735 4,252 9,480 4,475 2,785 1,572 2,546 5,438 6,607 7,831 2,613 7,531 3,311 5,359 1,921 3,626 4,348 6,746 2,881 F-45 4,742 7,007 8,451 5,922 6,514 5,787 2,125 8,332 5,721 2,243 12,987 17,705 7,739 4,256 9,484 4,480 2,791 1,947 2,684 5,673 6,716 7,970 2,822 7,602 3,428 5,509 1,975 3,738 4,408 7,098 6,579 5,646 7,714 9,990 7,083 6,939 6,782 2,733 9,561 6,712 2,832 14,282 19,886 9,900 5,077 10,752 5,398 3,301 2,618 3,406 6,384 7,805 11,783 4,197 9,255 5,089 6,559 3,173 5,062 8,224 12,674 8,188 55 70 97 87 78 54 33 15 9/30/2021 9/30/2021 9/30/2021 9/30/2021 8/30/2021 10/29/2021 9/24/2021 12/14/2021 1,880 4/12/2016 6 12/2/2021 138 9/30/2021 71 13 7 91 55 36 704 1,157 11/10/2021 12/23/2021 12/23/2021 10/22/2021 10/22/2021 9/30/2021 4/1/2014 7/1/2014 277 10/29/2020 2,219 2,040 1,248 1,715 979 992 632 975 1,111 2,119 6/30/2014 9/30/2014 9/30/2014 10/1/2014 10/1/2014 1/1/2015 5/1/2015 5/1/2015 5/1/2015 5/19/2016 670 7/29/2016 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Phoenix-Mesa-Scottsdale Tucson Tucson Tucson Tucson Tucson Bakersfield Bakersfield Bakersfield Bakersfield Bakersfield Bakersfield Bakersfield Bakersfield Fresno Los Angeles-Long Beach-Anaheim Los Angeles-Long Beach-Anaheim Los Angeles-Long Beach-Anaheim AZ AZ AZ AZ AZ AZ AZ AZ AZ AZ AZ AZ AZ AZ AZ AZ AZ AZ AZ CA CA CA CA CA CA CA CA CA CA CA CA 2,120 1,809 840 2,111 748 676 1,011 1,125 949 1,419 1,117 1,231 806 534 421 716 358 439 606 511 1,409 1,882 1,355 1,306 1,016 1,579 750 840 6,641 1,122 1,530 2,120 1,809 840 2,111 748 676 1,011 1,125 949 1,419 1,117 1,231 806 534 421 716 358 439 606 511 1,228 1,882 1,355 1,306 1,016 1,579 750 840 6,641 1,122 1,530 29 80 38 41 215 106 88 98 160 83 241 60 235 24 150 40 522 85 428 226 235 123 345 150 127 186 137 545 121 90 347 5,442 4,787 5,274 7,963 4,027 4,098 3,453 3,554 7,351 5,504 5,918 5,107 4,041 8,335 3,855 1,365 2,047 2,501 2,580 2,804 3,907 3,858 4,678 3,440 3,638 3,357 5,802 7,502 8,239 1,881 5,799 F-46 5,471 4,866 5,311 8,005 4,241 4,204 3,540 3,651 7,510 5,587 6,159 5,167 4,276 8,359 4,006 1,404 2,570 2,586 3,008 3,030 4,142 3,980 5,024 3,590 3,765 3,543 5,938 8,047 8,361 1,971 6,146 7,591 6,675 6,151 10,116 4,989 4,880 4,551 4,776 8,459 7,006 7,276 6,398 5,082 8,893 4,427 2,120 2,928 3,025 3,614 3,541 5,370 5,862 6,379 4,896 4,781 5,122 6,688 8,887 15,002 3,093 7,676 908 808 857 1,189 758 655 538 654 967 860 809 582 401 197 942 573 574 445 593 775 942 1,039 1,231 1,140 806 942 1,324 2,424 2,002 2/13/2017 1/4/2018 1/4/2018 1/4/2018 1/11/2018 1/11/2018 1/11/2018 1/11/2018 1/11/2018 1/11/2018 2/1/2018 1/1/2019 6/19/2019 3/31/2021 8/29/2013 8/29/2013 1/4/2018 1/4/2018 1/4/2018 8/1/2016 8/1/2016 8/1/2016 8/1/2016 8/1/2016 8/1/2016 8/1/2016 8/1/2016 8/1/2016 4/1/2014 640 6/30/2014 1,002 8/1/2016 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Los Angeles-Long Beach-Anaheim Los Angeles-Long Beach-Anaheim Los Angeles-Long Beach-Anaheim Los Angeles-Long Beach-Anaheim(3) Los Angeles-Long Beach-Anaheim(3) Los Angeles-Long Beach-Anaheim(3) Los Angeles-Long Beach-Anaheim(3) Los Angeles-Long Beach-Anaheim(3) Los Angeles-Long Beach-Anaheim(3)(4) Los Angeles-Long Beach-Anaheim(4) Los Angeles-Long Beach-Anaheim(4) Modesto Modesto Nonmetropolitan Area Oxnard-Thousand Oaks-Ventura Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA 2,345 1,350 763 14,109 7,186 2,366 2,871 5,448 — — — 1,526 773 425 888 1,342 1,672 978 1,068 1,202 1,803 1,337 846 3,974 2,018 1,842 1,981 3,245 670 538 382 2,345 1,350 763 14,109 7,186 2,366 2,871 5,448 — — — 1,526 773 425 888 1,829 1,672 978 1,068 1,202 1,803 1,337 846 3,974 2,018 1,842 1,981 3,245 670 538 382 715 180 276 538 305 158 87 497 115 102 168 74 19 23 85 1,813 135 320 260 117 305 86 132 185 780 77 104 1,470 539 442 418 6,820 11,266 6,258 23,112 12,771 4,892 3,703 10,015 7,106 13,150 10,084 12,032 5,655 7,249 4,894 4,446 2,564 1,854 2,609 2,032 2,758 4,489 2,508 6,962 3,478 3,420 3,323 4,420 8,613 3,921 3,442 F-47 7,536 11,445 6,535 23,650 13,077 5,049 3,790 10,512 7,221 13,253 10,251 12,106 5,674 7,272 4,979 6,259 2,699 2,173 2,869 2,149 3,063 4,574 2,641 7,147 4,258 3,498 3,428 5,891 9,152 4,362 3,861 9,881 12,795 7,298 37,759 20,263 7,415 6,661 15,960 7,221 13,253 10,251 13,632 6,447 7,697 5,867 8,088 4,371 3,151 3,937 3,351 4,866 5,911 3,487 11,121 6,276 5,340 5,409 9,136 9,822 4,900 4,243 1,261 2,127 1,259 7,064 3,809 1,552 8/1/2016 8/1/2016 8/1/2016 9/17/2014 9/17/2014 9/17/2014 996 10/7/2014 3,221 2,030 3,128 1,287 10/7/2014 9/17/2014 1/1/2015 10/3/2017 2,483 11/10/2016 974 11/10/2016 1,350 11/10/2016 179 2,070 853 995 2/3/2021 4/1/2013 4/1/2014 5/30/2014 1,045 5/30/2014 722 6/30/2014 1,285 1,358 1,123 2,608 2,047 860 1,048 2,112 1,720 890 786 6/30/2014 6/30/2014 7/1/2014 10/1/2014 10/1/2014 1/1/2015 1/1/2015 5/16/2016 8/1/2016 8/1/2016 8/1/2016 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) Riverside-San Bernardino-Ontario(3) CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA 806 570 345 252 2,691 302 896 1,644 1,982 552 1,026 1,878 3,418 1,913 772 597 3,022 2,897 2,835 2,484 1,139 1,401 925 1,174 1,506 631 1,318 1,942 1,339 1,105 1,542 806 570 345 252 2,691 302 1,211 1,644 1,982 552 1,026 1,878 3,418 1,913 772 597 3,022 2,467 2,164 2,484 1,139 1,401 925 1,174 1,506 631 1,318 1,942 1,339 1,105 1,542 578 410 207 655 220 132 3,450 68 10 133 166 139 199 88 116 100 133 705 863 90 36 30 60 112 47 94 70 46 64 60 48 3,852 4,238 3,270 4,419 3,950 4,169 6,397 2,588 14,141 3,010 4,552 5,104 9,907 6,072 4,044 5,464 8,124 5,725 5,589 5,903 5,054 4,577 3,459 2,556 2,913 2,307 2,394 2,647 2,830 2,672 2,127 F-48 4,430 4,649 3,477 5,074 4,169 4,301 9,847 2,656 14,150 3,144 4,718 5,244 5,236 5,219 3,822 5,326 6,860 4,603 11,058 4,300 16,132 3,696 5,744 7,122 10,106 13,524 6,160 4,160 5,564 8,257 6,430 6,452 5,994 5,090 4,607 3,519 2,667 2,959 2,400 2,464 2,693 2,894 2,733 2,175 8,073 4,932 6,161 11,279 8,897 8,616 8,478 6,229 6,008 4,444 3,841 4,465 3,031 3,782 4,635 4,233 3,838 3,717 915 896 744 968 787 873 8/1/2016 8/1/2016 8/1/2016 9/1/2016 9/1/2016 5/8/2017 1,525 5/31/2017 509 5/17/2018 24 12/29/2021 1,117 1,348 1,345 2,321 1,676 1,343 1,310 2,217 2,211 2,032 1,282 1,307 919 937 836 739 801 791 5/16/2008 9/17/2014 9/17/2014 8/5/2015 8/5/2015 8/5/2015 8/5/2015 8/5/2015 8/5/2015 8/5/2015 8/5/2015 10/1/2015 10/1/2015 10/1/2015 10/1/2015 10/1/2015 10/1/2015 10/1/2015 1,010 10/1/2015 845 957 755 10/1/2015 10/1/2015 10/1/2015 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Riverside-San Bernardino-Ontario(3) Sacramento-Roseville-Arden-Arcade Sacramento-Roseville-Arden-Arcade San Diego-Carlsbad San Diego-Carlsbad San Diego-Carlsbad(3) San Diego-Carlsbad(4) San Diego-Carlsbad(4) San Jose-Sunnyvale-Santa Clara Stockton-Lodi Stockton-Lodi Stockton-Lodi Colorado Springs Colorado Springs Colorado Springs Colorado Springs Colorado Springs Colorado Springs Colorado Springs Colorado Springs Colorado Springs Colorado Springs Colorado Springs Colorado Springs Colorado Springs(3) Denver-Aurora-Lakewood Denver-Aurora-Lakewood Denver-Aurora-Lakewood Fort Collins Fort Collins Greeley CA CA CA CA CA CA CA CA CA CA CA CA CO CO CO CO CO CO CO CO CO CO CO CO CO CO CO CO CO CO CO 1,478 1,195 1,652 3,544 4,318 3,703 — — 426 559 1,710 1,637 455 588 632 414 766 1,499 1,724 236 1,220 1,041 1,659 907 300 868 938 758 3,213 2,514 1,877 1,478 1,195 1,652 3,544 4,323 3,703 — — 426 559 1,710 1,637 455 588 632 414 766 1,499 1,724 236 1,220 1,041 1,659 907 300 868 938 758 3,213 2,514 1,877 55 37 229 346 1,151 148 243 79 32 15 60 54 65 1,140 420 388 686 7 14 10 27 13 440 8 131 2,311 47 4 244 121 2 4,534 8,407 9,510 4,915 19,775 5,582 5,568 4,041 3,681 5,514 8,995 11,901 1,351 2,162 3,118 1,535 5,901 6,088 6,432 661 2,374 2,961 6,521 7,953 1,801 128 8,449 4,350 3,087 1,786 13,319 F-49 4,589 8,445 9,738 5,261 20,926 5,730 5,811 4,120 3,713 5,529 9,055 11,955 1,416 3,301 3,538 1,923 6,588 6,095 6,447 670 2,400 2,974 6,962 7,962 1,931 2,439 8,496 4,354 3,331 1,907 6,067 9,640 11,390 8,805 25,249 9,433 5,811 4,120 4,139 6,088 10,765 13,592 1,871 3,889 4,170 2,337 7,354 7,594 8,171 906 3,620 4,015 8,621 8,869 2,231 3,307 9,434 5,112 6,544 4,421 13,321 15,198 945 10/1/2015 1,412 11/10/2016 1,448 1,513 3,414 1,507 1,156 1,488 105 959 9/26/2018 10/1/2014 8/1/2016 9/17/2014 1/1/2015 1/31/2015 3/23/2021 11/10/2016 1,793 11/10/2016 1,669 7/31/2017 539 8/29/2007 1,165 1,362 742 3/26/2008 3/26/2008 5/1/2008 1,173 10/19/2017 354 467 39 163 123 196 185 629 717 3/27/2020 5/20/2020 9/8/2020 9/8/2020 12/17/2020 3/2/2021 3/30/2021 6/1/2009 6/22/2009 1,271 11/1/2016 66 8/30/2021 1,251 8/29/2007 705 8/29/2007 55 11/30/2021 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Pueblo New Haven-Milford Norwich-New London Cape Coral-Fort Myers Cape Coral-Fort Myers(3) Crestview-Fort Walton Beach-Destin Crestview-Fort Walton Beach-Destin Crestview-Fort Walton Beach-Destin Crestview-Fort Walton Beach-Destin Crestview-Fort Walton Beach-Destin Crestview-Fort Walton Beach-Destin Crestview-Fort Walton Beach-Destin Deltona-Daytona Beach-Ormond Beach Gainesville Gainesville Gainesville(3) Jacksonville Jacksonville Jacksonville Lakeland-Winter Haven Lakeland-Winter Haven(3) Naples-Immokalee-Marco Island(3) North Port-Sarasota-Bradenton North Port-Sarasota-Bradenton North Port-Sarasota-Bradenton North Port-Sarasota-Bradenton North Port-Sarasota-Bradenton North Port-Sarasota-Bradenton North Port-Sarasota-Bradenton(3) North Port-Sarasota-Bradenton(3) North Port-Sarasota-Bradenton(3) CO CT CT FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL 156 809 852 1,876 4,122 2,001 813 1,285 407 1,179 1,270 1,204 1,778 1,072 264 457 2,087 1,629 527 4,080 972 3,849 1,176 1,015 2,143 1,985 1,336 2,352 2,211 2,488 1,767 156 809 852 1,876 4,122 2,001 813 1,285 407 1,179 1,270 1,204 1,778 1,072 264 457 2,087 1,629 527 4,080 972 3,849 1,176 1,015 3,373 1,985 1,336 2,352 2,211 2,488 1,767 21 11 61 — 187 34 132 289 268 429 37 35 58 114 110 496 244 360 940 57 181 719 15 60 3,925 906 13 — 101 217 90 2,797 4,527 6,006 12,329 8,453 12,948 3,509 5,292 14,655 8,405 10,518 5,986 8,489 4,698 2,369 2,120 19,473 4,929 2,434 9,402 2,159 16,688 3,421 3,031 5,005 4,299 4,085 5,515 5,682 7,282 5,955 F-50 2,817 4,538 6,067 12,329 8,640 12,983 3,641 5,580 14,922 8,835 10,555 6,021 8,548 4,812 2,479 2,616 2,973 5,347 6,919 14,205 12,762 14,984 4,454 6,865 15,329 10,014 11,825 7,225 10,326 5,884 2,743 3,073 571 49 206 2/17/2016 10/5/2021 12/2/2020 56 11/15/2021 1,755 1,033 279 461 867 654 185 4/1/2016 6/21/2019 12/17/2019 12/17/2019 1/14/2020 1/16/2020 6/30/2021 35 11/17/2021 513 794 351 290 6/8/2020 1/10/2018 12/18/2018 12/19/2019 19,718 21,805 3,001 11/10/2016 5,289 3,374 9,460 2,341 17,408 3,436 3,091 8,929 5,205 4,098 5,515 5,783 7,499 6,045 6,918 3,901 13,540 3,313 21,257 4,612 4,106 12,302 7,190 5,434 7,867 7,994 9,987 7,812 1,126 11/10/2016 935 202 648 2,946 684 588 12/20/2017 6/18/2021 5/4/2015 4/1/2016 4/1/2016 4/1/2016 2,355 10/11/2016 1,005 1/31/2017 618 32 1,149 1,412 1,291 4/6/2017 11/8/2021 4/1/2016 4/1/2016 4/1/2016 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired North Port-Sarasota-Bradenton(3) North Port-Sarasota-Bradenton(3) North Port-Sarasota-Bradenton(3) North Port-Sarasota-Bradenton(3) North Port-Sarasota-Bradenton(3) Orlando-Kissimmee-Sanford Orlando-Kissimmee-Sanford Orlando-Kissimmee-Sanford Orlando-Kissimmee-Sanford Palm Bay-Melbourne-Titusville Panama City Panama City Pensacola-Ferry Pass-Brent Pensacola-Ferry Pass-Brent Pensacola-Ferry Pass-Brent Pensacola-Ferry Pass-Brent Pensacola-Ferry Pass-Brent Punta Gorda(3) Tampa-St. Petersburg-Clearwater Tampa-St. Petersburg-Clearwater Tampa-St. Petersburg-Clearwater Tampa-St. Petersburg-Clearwater Tampa-St. Petersburg-Clearwater Tampa-St. Petersburg-Clearwater(3) Tampa-St. Petersburg-Clearwater(3) Crestview-Fort Walton Beach-Destin North Port-Sarasota-Bradenton Palm Bay-Melbourne-Titusville The Villages Albany Atlanta-Sandy Springs-Roswell FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL GA GA 1,924 1,839 2,507 1,685 437 2,426 2,166 4,583 4,181 789 2,332 810 1,025 841 644 1,182 1,075 1,157 3,581 4,708 2,063 1,248 2,653 361 5,436 684 2,105 1,125 897 785 515 1,924 1,839 2,507 1,685 437 2,426 2,166 4,583 4,181 789 2,332 810 1,025 841 644 1,182 1,075 1,157 3,581 4,708 2,063 1,248 2,653 361 5,436 684 2,105 1,125 897 785 515 340 88 102 125 152 184 119 197 241 65 54 51 231 275 276 42 8 824 1,612 231 207 14 5 120 88 49 131 40 80 96 142 4,514 8,377 7,766 5,439 5,128 9,314 4,672 8,752 4,268 4,969 6,847 3,105 8,157 5,075 4,785 5,008 9,079 2,079 2,612 13,984 5,351 2,937 15,771 1,238 10,092 12,857 8,217 4,362 6,132 3,917 687 F-51 4,854 8,466 7,868 5,564 5,279 9,499 4,791 8,948 4,509 5,033 6,901 3,156 8,388 5,349 5,061 5,050 9,087 2,903 4,224 6,778 10,305 10,375 7,249 5,716 11,925 6,957 13,531 8,690 5,822 9,233 3,966 9,413 6,190 5,705 6,232 10,162 4,060 7,805 1,117 1,439 1,465 1,142 1,089 4/1/2016 4/1/2016 4/1/2016 4/1/2016 4/1/2016 1,689 11/10/2016 961 11/10/2016 1,982 11/10/2016 902 166 644 258 6/30/2017 2/1/2021 6/21/2019 8/22/2019 1,169 10/3/2017 889 641 469 122 540 744 2/20/2018 12/12/2018 6/21/2019 9/30/2021 4/27/2017 5/1/2017 14,215 18,923 2,111 5/24/2017 5,559 2,950 15,777 1,358 10,179 12,906 8,349 4,402 6,211 4,012 830 7,622 4,198 18,430 1,719 15,615 13,590 10,454 5,527 7,108 4,797 1,345 623 217 117 502 2,087 1,014 1,000 446 911 159 335 8/28/2018 12/18/2019 10/22/2021 5/4/2015 4/1/2016 1/1/2019 1/1/2019 1/1/2019 1/1/2019 12/18/2020 8/29/2007 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell Atlanta-Sandy Springs-Roswell GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA 272 702 1,413 341 553 85 1,614 1,595 430 972 666 1,028 748 703 1,873 547 1,499 763 795 1,356 912 570 919 520 765 686 527 973 2,469 1,367 1,545 272 702 1,413 341 553 85 1,614 1,595 430 972 666 1,028 748 703 1,873 547 1,499 763 600 1,356 912 570 919 520 765 686 527 973 2,469 1,367 1,545 538 583 227 155 205 311 1,734 2,073 83 71 666 113 118 133 135 68 103 99 109 89 119 164 123 50 77 72 76 71 18 9 13 1,357 1,999 1,590 562 847 445 2,476 2,143 3,470 2,342 5,961 7,041 3,382 4,014 9,109 4,073 5,279 5,135 2,941 7,516 5,074 3,477 3,899 3,708 2,872 3,821 10,404 6,243 13,028 7,607 10,485 F-52 1,895 2,582 1,817 717 1,052 756 4,210 4,216 3,553 2,413 6,627 7,154 3,500 4,146 9,244 4,141 5,383 5,233 3,050 7,604 5,193 3,641 4,021 3,759 2,949 3,893 10,480 6,314 13,046 7,615 10,499 2,167 3,284 3,230 1,058 1,605 841 5,824 5,811 3,983 3,385 7,293 8,182 4,248 4,849 691 8/29/2007 1,041 8/29/2007 725 320 455 360 824 922 820 522 8/29/2007 8/29/2007 8/29/2007 9/28/2007 7/29/2015 7/29/2015 3/29/2016 8/17/2016 1,097 7/17/2017 1,447 10/19/2017 630 737 10/19/2017 10/19/2017 11,117 1,505 10/19/2017 4,688 6,882 5,996 3,650 8,960 6,105 4,211 4,940 4,279 3,714 4,579 11,007 7,287 15,515 8,982 12,044 715 937 760 527 10/19/2017 10/19/2017 10/19/2017 10/19/2017 1,256 10/19/2017 774 660 582 432 353 381 727 180 199 62 82 10/19/2017 10/19/2017 5/21/2018 1/4/2019 1/4/2019 1/4/2019 7/24/2019 4/13/2021 8/19/2021 10/21/2021 10/21/2021 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Atlanta-Sandy Springs-Roswell(3) Augusta-Richmond County Augusta-Richmond County Augusta-Richmond County Augusta-Richmond County Augusta-Richmond County Augusta-Richmond County Augusta-Richmond County Augusta-Richmond County Augusta-Richmond County Augusta-Richmond County Augusta-Richmond County Augusta-Richmond County Columbus(3) Macon Macon Macon Nonmetropolitan Area Savannah Savannah Savannah Savannah Savannah Savannah(3) Valdosta Valdosta Atlanta-Sandy Springs-Roswell Iowa City Iowa City Iowa City Coeur d Alene GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA IA IA IA ID 494 84 205 1,424 875 1,277 1,848 833 774 848 735 642 862 169 180 595 1,347 599 1,741 409 811 1,280 642 597 1,321 1,443 1,052 1,340 2,255 628 868 494 84 205 1,424 875 1,277 1,848 833 774 848 735 642 862 169 180 595 1,347 599 1,741 409 811 1,280 642 597 1,321 1,443 1,052 1,340 2,255 628 868 294 235 230 177 124 157 114 66 13 15 11 6 12 189 70 10 10 96 483 78 222 144 53 196 52 58 127 14 12 11 31 2,215 539 686 10,439 6,231 7,494 8,897 3,208 3,130 4,714 5,895 4,004 6,613 342 840 4,432 7,440 3,714 1,160 1,335 1,181 7,211 3,135 762 3,320 5,059 7,102 5,871 15,014 4,501 5,011 F-53 2,509 774 916 3,003 858 1,121 934 322 365 9/28/2007 8/29/2007 8/29/2007 10,616 12,040 1,049 2/5/2019 6,354 7,650 9,012 3,274 3,143 4,728 5,906 4,010 6,626 531 910 4,441 7,449 3,810 1,643 1,411 1,404 7,354 3,187 957 3,371 5,116 7,229 5,885 7,229 8,927 10,860 4,107 3,917 5,576 6,641 4,652 7,488 700 1,090 5,036 8,796 4,409 3,384 1,820 2,215 8,634 3,829 1,554 4,692 6,559 8,281 7,225 15,027 17,282 4,511 5,042 5,139 5,910 605 797 315 129 103 143 64 46 33 199 344 50 159 347 556 628 664 769 251 383 364 127 5/28/2019 5/28/2019 2/9/2021 2/9/2021 2/19/2021 4/22/2021 9/30/2021 9/30/2021 11/30/2021 5/1/2009 9/28/2007 9/30/2021 9/30/2021 8/30/2019 8/29/2007 1/31/2014 6/25/2014 5/15/2019 1/7/2020 9/28/2007 1/1/2019 3/31/2021 1,050 10/19/2017 33 84 25 11/9/2021 11/9/2021 11/9/2021 209 12/23/2020 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Coeur d Alene Nonmetropolitan Area Nonmetropolitan Area Nonmetropolitan Area Chicago-Naperville-Elgin Chicago-Naperville-Elgin Chicago-Naperville-Elgin Chicago-Naperville-Elgin Chicago-Naperville-Elgin Chicago-Naperville-Elgin St. Louis St. Louis St. Louis St. Louis Evansville Evansville Indianapolis-Carmel-Anderson Indianapolis-Carmel-Anderson Indianapolis-Carmel-Anderson Indianapolis-Carmel-Anderson Indianapolis-Carmel-Anderson Indianapolis-Carmel-Anderson Indianapolis-Carmel-Anderson Indianapolis-Carmel-Anderson Indianapolis-Carmel-Anderson Indianapolis-Carmel-Anderson Indianapolis-Carmel-Anderson Indianapolis-Carmel-Anderson Indianapolis-Carmel-Anderson Indianapolis-Carmel-Anderson Indianapolis-Carmel-Anderson ID ID ID ID IL IL IL IL IL IL IL IL IL IL IN IN IN IN IN IN IN IN IN IN IN IN IN IN IN IN IN 401 1,133 362 413 1,535 1,519 2,151 842 1,037 2,226 225 179 226 174 1,855 1,348 855 815 688 626 1,118 614 619 689 609 532 433 688 575 522 528 27 34 26 37 13 3 12 23 22 2 203 365 262 278 9 8 49 30 54 84 401 1,133 362 418 1,535 1,519 2,151 842 1,037 2,226 225 179 226 174 1,855 1,348 855 815 688 626 301 1,118 60 25 54 46 46 29 57 86 48 40 614 619 689 609 532 433 688 575 522 528 1,005 5,634 2,523 2,114 6,041 8,367 10,359 6,635 9,682 9,175 4,394 5,154 3,088 3,338 4,819 5,562 7,273 3,844 3,845 4,049 4,444 5,487 2,140 6,944 3,172 5,441 5,817 5,413 5,168 5,366 2,877 F-54 1,032 5,668 2,550 2,151 6,054 8,371 10,372 6,658 9,703 9,177 4,597 5,520 3,350 3,616 4,828 5,570 7,321 3,875 3,899 4,133 4,744 5,547 2,165 6,998 3,219 5,488 5,845 5,469 5,253 5,414 2,917 1,433 6,801 2,912 2,569 7,589 9,890 12,523 7,500 10,740 11,403 4,822 5,699 3,576 3,790 6,683 6,918 8,176 4,690 4,587 4,759 5,862 6,161 2,784 7,687 3,828 6,020 6,278 6,157 5,828 5,936 3,445 57 12/23/2020 784 284 216 215 212 340 113 87 15 4/1/2019 6/24/2019 6/24/2019 2/8/2021 3/30/2021 4/16/2021 7/26/2021 10/12/2021 12/3/2021 806 8/28/2017 1,007 8/28/2017 678 663 89 68 8/28/2017 9/25/2017 9/30/2021 9/30/2021 1,521 2/16/2016 996 2/16/2016 1,013 2/16/2016 940 2/25/2016 1,430 1,117 2/25/2016 2/25/2016 643 11/10/2016 1,254 11/10/2016 798 978 993 11/10/2016 11/10/2016 11/10/2016 1,130 11/10/2016 1,020 11/10/2016 982 606 11/10/2016 10/19/2017 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Indianapolis-Carmel-Anderson Indianapolis-Carmel-Anderson Louisville/Jefferson County Louisville/Jefferson County Kansas City Kansas City Kansas City Kansas City Kansas City Kansas City Kansas City Kansas City Kansas City(3) Topeka Topeka Wichita Wichita Wichita Wichita Wichita Wichita Wichita Wichita Wichita Wichita(3) Wichita(3) Wichita(3) Elizabethtown-Fort Knox Louisville/Jefferson County Louisville/Jefferson County Louisville/Jefferson County IN IN IN IN KS KS KS KS KS KS KS KS KS KS KS KS KS KS KS KS KS KS KS KS KS KS KS KY KY KY KY 1,257 954 462 1,545 816 975 719 640 533 499 724 1,244 521 884 1,259 630 430 655 393 1,353 989 370 898 934 1,156 721 443 1,324 2,174 1,012 2,255 1,257 954 462 1,545 816 975 719 640 533 499 724 1,244 521 884 1,259 630 430 655 393 1,353 989 1,351 898 934 1,156 721 443 1,324 2,174 1,012 2,255 48 11 8 3 151 249 182 221 169 180 209 2 212 8 2 154 81 135 163 276 319 3,878 8 11 188 177 98 22 51 4 3 6,694 3,752 3,696 5,535 5,432 6,967 5,143 3,367 3,138 4,041 4,245 8,929 5,168 4,021 5,713 7,264 1,740 1,831 3,950 2,241 2,824 623 4,012 3,985 5,662 3,395 3,635 5,122 3,667 4,411 9,737 F-55 6,742 3,762 3,704 5,538 5,583 7,217 5,326 3,589 3,307 4,221 4,453 8,930 5,380 4,029 5,716 7,418 1,822 1,967 4,113 2,516 3,143 4,501 4,020 3,996 5,849 3,573 3,732 5,144 3,717 4,415 9,740 7,999 4,716 4,166 7,083 6,399 8,192 6,045 4,229 3,840 4,720 5,177 10,174 5,901 4,913 6,975 8,048 2,252 2,622 4,506 3,869 4,132 5,852 4,918 4,930 7,005 4,294 4,175 6,468 5,891 5,427 1,170 10/19/2017 91 50 14 8/9/2021 9/2/2021 12/17/2021 1,012 10/19/2017 1,379 10/19/2017 879 558 483 642 611 117 787 45 49 900 285 331 617 517 177 146 43 44 924 580 554 110 942 105 10/19/2017 5/31/2018 5/31/2018 5/31/2018 5/31/2018 8/31/2021 3/1/2018 10/21/2021 10/21/2021 3/1/2018 3/1/2018 5/31/2018 5/31/2018 8/28/2018 12/30/2020 12/30/2020 10/21/2021 10/21/2021 3/1/2018 3/1/2018 3/1/2018 8/5/2021 5/1/2015 5/19/2021 11,995 21 12/17/2021 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Louisville/Jefferson County Alexandria Baton Rouge Baton Rouge Baton Rouge Baton Rouge Hammond New Orleans-Metairie New Orleans-Metairie New Orleans-Metairie New Orleans-Metairie New Orleans-Metairie New Orleans-Metairie New Orleans-Metairie New Orleans-Metairie New Orleans-Metairie New Orleans-Metairie New Orleans-Metairie New Orleans-Metairie New Orleans-Metairie(4) Shreveport-Bossier City Shreveport-Bossier City Shreveport-Bossier City Shreveport-Bossier City Shreveport-Bossier City Shreveport-Bossier City Shreveport-Bossier City Shreveport-Bossier City Shreveport-Bossier City Shreveport-Bossier City Shreveport-Bossier City KY LA LA LA LA LA LA LA LA LA LA LA LA LA LA LA LA LA LA LA LA LA LA LA LA LA LA LA LA LA LA 2,037 177 386 1,098 1,203 755 470 1,287 1,076 1,274 994 607 819 327 852 633 682 773 742 96 971 964 772 479 475 645 654 906 492 701 499 2,037 177 386 1,098 1,203 755 470 1,287 1,076 1,274 994 607 819 327 852 633 682 773 742 96 1,549 964 772 479 475 645 654 906 492 701 499 3 8 136 636 312 349 15 181 75 (722) 73 299 295 88 53 39 476 56 31 51 172 106 135 81 103 70 82 74 8 6 7 14,078 501 1,744 5,208 3,156 2,702 5,359 6,235 6,677 1,987 8,548 9,211 4,291 4,423 4,138 870 4,790 7,056 3,278 3,615 3,474 3,573 2,906 1,439 854 2,004 3,589 3,618 2,549 4,694 1,638 F-56 14,081 16,118 509 1,880 5,844 3,469 3,050 5,374 6,415 6,752 1,264 8,621 9,510 4,586 4,512 4,191 909 5,266 7,111 3,308 3,665 5,056 3,679 3,042 1,521 957 2,073 3,672 3,692 2,557 4,700 1,644 686 2,266 6,942 4,672 3,805 5,844 7,702 7,828 2,538 9,615 10,117 5,405 4,839 5,043 1,542 5,948 7,884 4,050 3,761 6,605 4,643 3,814 2,000 1,432 2,718 4,326 4,598 3,049 5,401 2,143 33 7 12/17/2021 9/30/2021 431 4/12/2016 1,405 4/12/2016 863 738 7/21/2016 7/21/2016 25 11/12/2021 1,364 1,610 254 724 834 572 424 441 182 625 612 424 359 1,131 1,125 925 486 372 598 586 646 31 52 20 4/12/2016 1/10/2019 1/10/2019 1/10/2019 1/10/2019 1/10/2019 1/10/2019 1/10/2019 1/10/2019 1/10/2019 1/10/2019 1/10/2019 9/18/2019 5/5/2015 5/5/2015 5/5/2015 5/5/2015 5/5/2015 10/19/2017 10/19/2017 10/19/2017 9/30/2021 9/30/2021 9/30/2021 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Shreveport-Bossier City(4) Boston-Cambridge-Newton Boston-Cambridge-Newton Providence-Warwick Springfield Springfield Springfield Worchester Baltimore-Columbia-Towson California-Lexington Park California-Lexington Park California-Lexington Park California-Lexington Park Washington-Arlington-Alexandria Washington-Arlington-Alexandria Washington-Arlington-Alexandria Minneapolis-St. Paul-Bloomington Minneapolis-St. Paul-Bloomington Minneapolis-St. Paul-Bloomington Kansas City Kansas City Kansas City Manchester-Kansas City St. Louis St. Louis St. Louis St. Louis St. Louis St. Louis St. Louis Gulfport-Biloxi-Pascagoula LA MA MA MA MA MA MA MA MD MD MD MD MD MD MD MD MN MN MN MO MO MO MO MO MO MO MO MO MO MO MS — 696 3,077 1,017 1,036 891 1,708 414 2,219 965 550 827 1,225 717 1,104 1,524 840 1,310 1,379 541 461 341 1,103 352 163 354 1,675 634 1,012 1,247 645 — 696 3,077 1,017 3,011 891 1,708 414 2,219 965 550 827 1,225 717 1,104 1,524 840 1,310 1,379 541 461 341 1,103 352 163 354 1,675 634 1,012 1,247 645 113 92 1 80 13,468 139 22 111 19 149 140 160 17 93 65 92 14 10 5 276 214 252 3 324 59 388 433 152 149 28 320 5,113 5,830 20,617 7,353 5,131 4,944 17,294 4,122 8,271 6,738 2,409 4,936 9,776 3,303 6,147 18,070 2,913 5,301 6,151 4,874 5,341 3,748 7,079 7,100 1,025 4,034 10,606 3,886 3,328 11,431 2,413 F-57 5,227 5,922 20,617 7,433 18,599 5,083 17,316 4,233 8,290 6,887 2,549 5,096 9,793 3,396 6,212 5,227 6,618 23,694 8,450 21,610 5,974 19,024 4,647 10,509 7,852 3,099 5,923 11,018 4,113 7,316 18,162 19,686 2,927 5,311 6,155 5,150 5,556 4,000 7,082 7,423 1,084 4,421 3,767 6,621 7,534 5,691 6,017 4,341 8,185 7,775 1,247 4,775 709 529 83 279 555 460 77 728 500 10/19/2017 1/16/2020 11/3/2021 2/9/2021 9/17/2019 9/17/2019 11/3/2021 6/30/2017 6/30/2020 1,359 7/31/2017 580 873 165 509 129 309 124 195 35 806 779 592 9/6/2017 2/16/2018 8/16/2021 1/3/2019 7/21/2021 7/21/2021 12/29/2020 1/22/2021 11/4/2021 5/31/2018 5/31/2018 5/31/2018 9 12/28/2021 1,389 8/28/2017 215 770 8/28/2017 8/28/2017 11,040 12,715 1,657 9/26/2018 4,038 3,477 11,459 2,733 4,672 4,489 12,706 3,378 304 316 413 934 12/18/2019 12/18/2019 12/29/2020 4/12/2016 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Memphis Nonmetropolitan Area(3) Nonmetropolitan Area(3) Manchester-Billings Charlotte-Concord-Gastonia Charlotte-Concord-Gastonia(3) Charlotte-Concord-Gastonia(3) Charlotte-Concord-Gastonia(3) Durham-Chapel Hill Durham-Chapel Hill Durham-Chapel Hill Durham-Chapel Hill(3) Fayetteville Fayetteville Fayetteville Fayetteville Fayetteville(3) Fayetteville(3) Fayetteville(3) Greensboro-High Point Greenville Jacksonville Jacksonville Jacksonville Jacksonville Nonmetropolitan Area Nonmetropolitan Area Nonmetropolitan Area Nonmetropolitan Area Nonmetropolitan Area(3) Raleigh MS MS MS MT NC NC NC NC NC NC NC NC NC NC NC NC NC NC NC NC NC NC NC NC NC NC NC NC NC NC NC 404 224 382 1,476 1,871 1,108 2,301 1,862 390 1,024 1,711 663 636 1,319 772 1,276 151 1,195 830 873 1,597 1,265 921 1,365 1,180 530 667 2,093 173 689 396 404 224 382 1,476 1,871 1,108 2,301 1,862 390 1,024 1,711 663 636 1,319 772 1,276 151 1,195 830 873 1,597 1,265 921 1,365 1,180 530 667 2,093 173 689 396 28 162 208 4 139 298 292 115 280 470 143 320 1,712 58 71 75 497 26 117 317 5 315 11 14 11 23 22 167 39 53 259 2,779 1,052 803 6,656 4,174 3,935 4,458 3,297 1,025 1,383 4,180 2,743 2,169 3,444 3,406 4,527 5,392 2,072 3,710 769 6,008 2,123 5,415 9,707 3,435 2,394 2,066 2,045 2,193 3,153 1,700 F-58 2,806 1,213 1,011 6,660 4,313 4,232 4,750 3,412 1,305 1,853 4,322 3,063 3,881 3,502 3,476 4,602 5,889 2,098 3,827 1,086 6,013 2,438 5,426 9,720 3,446 2,417 2,087 2,212 2,232 3,206 1,960 3,210 1,437 1,393 8,136 6,184 5,340 7,051 5,274 1,695 2,877 6,033 3,726 4,517 4,821 4,248 5,878 6,040 3,293 4,657 1,959 7,610 3,703 6,347 11,085 4,626 2,947 2,754 4,305 2,405 3,895 2,356 37 403 347 9/22/2021 5/1/2009 5/1/2009 15 12/30/2021 1,107 1,065 1,368 1,038 532 693 997 1,155 1,411 928 849 5/1/2015 5/4/2015 5/4/2015 9/2/2015 8/29/2007 9/28/2007 5/1/2015 9/28/2007 8/29/2007 10/10/2013 10/10/2013 1,062 12/20/2013 2,167 9/28/2007 494 755 449 10/1/2015 10/1/2015 8/29/2007 41 11/16/2021 880 66 101 47 651 597 573 447 831 764 5/1/2015 9/30/2021 9/30/2021 9/30/2021 12/11/2014 12/11/2014 8/4/2017 7/17/2018 5/6/2015 8/29/2007 Table of Contents Raleigh Raleigh Raleigh Raleigh(3) Raleigh(3) Wilmington Wilmington Wilmington Wilmington Wilmington Wilmington Wilmington Wilmington(3) Winston-Salem Boston-Cambridge-Newton Boston-Cambridge-Newton Boston-Cambridge-Newton Boston-Cambridge-Newton Boston-Cambridge-Newton Manchester-Nashua Manchester-Nashua Manchester-Nashua Manchester-Nashua Manchester-Nashua Nonmetropolitan Area Nonmetropolitan Area Nonmetropolitan Area Nonmetropolitan Area Nonmetropolitan Area New York-Newark-Jersey City New York-Newark-Jersey City Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired NC NC NC NC NC NC NC NC NC NC NC NC NC NC NH NH NH NH NH NH NH NH NH NH NH NH NH NH NH NJ NJ 393 907 3,154 1,578 1,075 1,283 1,881 1,720 2,021 3,083 1,398 3,050 860 362 1,488 899 1,597 1,445 1,263 1,786 1,395 1,013 1,609 2,738 632 197 1,528 2,053 1,344 742 831 393 907 3,154 1,578 1,075 1,141 1,881 1,720 2,021 3,083 1,398 3,050 860 362 1,488 899 1,597 1,445 1,263 1,786 1,395 1,013 1,609 2,738 632 197 1,528 2,053 1,348 742 831 266 202 11 157 54 349 105 147 142 135 — 2 107 106 140 67 128 4,927 123 102 52 96 2 6 490 111 72 56 187 27 70 1,190 2,913 13,124 4,678 6,716 1,747 4,618 9,032 8,136 12,487 3,007 12,841 828 529 7,300 3,863 3,138 2,957 5,098 6,100 5,573 3,756 22,446 6,474 1,040 901 2,686 5,425 4,872 3,810 6,318 F-59 1,456 3,116 1,849 4,023 564 8/29/2007 1,156 8/29/2007 13,134 16,288 160 9/13/2021 4,836 6,770 2,096 4,723 9,180 8,278 12,623 3,007 12,844 936 635 7,440 3,930 3,266 7,883 5,221 6,202 5,625 3,852 6,414 7,845 3,237 6,604 10,900 10,299 15,706 4,405 15,894 1,796 997 8,928 4,829 4,863 9,328 6,484 7,988 7,020 4,865 22,449 24,058 6,479 1,530 1,013 2,758 5,481 5,059 3,838 6,387 9,217 2,162 1,210 4,286 7,534 6,407 4,580 7,218 1,101 5/4/2015 240 792 12/22/2020 8/29/2007 1,131 5/1/2015 947 932 11/7/2018 11/7/2018 1,207 11/7/2018 20 21 359 255 11/23/2021 12/20/2021 9/28/2007 8/29/2007 2,194 7/1/2014 862 818 974 177 1,307 1,101 146 30 15 595 438 799 9/22/2015 2/22/2016 2/22/2016 3/4/2021 2/22/2016 2/22/2016 2/8/2021 12/27/2021 12/29/2021 6/24/2013 6/24/2013 2/22/2016 1,101 6/15/2017 646 623 911 3/8/2019 3/1/2019 3/1/2019 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired New York-Newark-Jersey City New York-Newark-Jersey City Vineland-Bridgeton Albuquerque Albuquerque Albuquerque Albuquerque Albuquerque Albuquerque Carson City Las Vegas-Henderson-Paradise Las Vegas-Henderson-Paradise Las Vegas-Henderson-Paradise Las Vegas-Henderson-Paradise Las Vegas-Henderson-Paradise Las Vegas-Henderson-Paradise Las Vegas-Henderson-Paradise Las Vegas-Henderson-Paradise Las Vegas-Henderson-Paradise Las Vegas-Henderson-Paradise Las Vegas-Henderson-Paradise Las Vegas-Henderson-Paradise Reno New York-Newark-Jersey City Canton-Massillon Canton-Massillon Cincinnati Cincinnati Cincinnati Cincinnati Cleveland-Elyria NJ NJ NJ NM NM NM NM NM NM NV NV NV NV NV NV NV NV NV NV NV NV NV NV NY OH OH OH OH OH OH OH 1,449 870 180 1,089 854 1,247 2,448 2,386 1,122 985 1,169 389 794 1,757 1,121 2,160 2,362 2,157 1,296 828 3,864 1,047 1,141 1,191 83 292 2,059 449 940 1,210 169 1,449 870 180 1,089 854 2,291 2,448 2,386 1,122 1,003 1,169 389 794 1,757 1,121 2,160 2,362 2,157 1,296 828 3,976 1,047 1,141 1,191 83 292 2,059 449 940 1,210 169 523 110 279 242 121 1,974 181 133 2 445 263 291 463 84 261 297 199 123 236 355 1,115 383 5 20 53 131 71 9 10 3 60 7,560 9,354 5,831 2,845 3,436 2,753 11,065 7,658 13,265 1,438 3,616 2,850 1,406 4,223 1,510 4,544 8,445 2,753 8,039 2,030 2,870 7,413 6,947 11,389 2,911 2,107 11,660 3,681 3,193 10,345 2,702 F-60 8,084 9,464 6,110 3,087 3,558 4,727 11,245 7,790 13,267 1,883 3,880 3,140 1,869 4,308 1,771 4,841 8,645 2,875 8,274 2,386 3,985 7,796 6,952 9,533 10,334 6,290 4,176 4,412 7,018 13,693 10,176 14,389 2,886 5,049 3,529 2,663 6,065 2,892 7,001 761 278 743 955 756 401 888 754 3/20/2020 5/20/2021 4/15/2019 8/31/2016 9/19/2016 3/21/2019 5/20/2019 5/20/2019 18 12/15/2021 401 12/13/2018 1,786 12/23/2013 1,023 734 4/1/2014 7/1/2014 1,015 9/20/2016 527 879 9/20/2016 11/17/2016 11,007 1,216 8/15/2017 5,032 9,570 3,214 7,961 8,843 8,093 11,408 12,599 2,963 2,238 3,046 2,530 580 8/15/2017 1,113 8/15/2017 537 8/29/2017 1,106 1,124 75 417 622 937 8/29/2017 4/11/2018 9/30/2021 12/22/2020 11/10/2016 11/10/2016 11,730 13,789 1,625 9/6/2018 3,689 3,203 10,348 2,762 4,138 4,143 11,558 2,931 106 5/20/2021 79 17 7/19/2021 12/2/2021 552 11/10/2016 Table of Contents Cleveland-Elyria Cleveland-Elyria Cleveland-Elyria Cleveland-Elyria Mount Vernon Springfield Oklahoma City Oklahoma City Oklahoma City Oklahoma City Oklahoma City Oklahoma City Oklahoma City Oklahoma City Oklahoma City Oklahoma City Oklahoma City Oklahoma City Oklahoma City Oklahoma City Oklahoma City Oklahoma City Oklahoma City Tulsa Tulsa Tulsa Tulsa Tulsa Tulsa Tulsa Tulsa Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired OH OH OH OH OH OH OK OK OK OK OK OK OK OK OK OK OK OK OK Ok OK OK OK OK OK OK OK OK OK OK OK 193 490 845 842 373 398 388 213 561 349 466 144 168 220 376 337 814 590 205 701 888 591 1,771 548 764 1,305 940 59 426 250 492 193 490 845 842 373 398 388 213 561 349 466 144 168 220 376 337 814 590 205 701 888 591 1,771 548 764 1,305 940 59 426 250 492 49 34 42 42 7 12 259 123 641 631 130 237 307 145 70 114 1,266 1,827 605 17 29 11 46 113 457 187 385 402 300 296 202 3,323 1,050 4,916 2,044 3,270 2,307 3,142 1,383 2,355 2,368 2,544 1,576 1,696 1,606 1,460 2,788 3,161 1,502 1,772 4,926 4,310 1,413 4,973 1,892 1,386 2,533 2,196 466 1,424 667 1,343 F-61 3,371 1,084 4,958 2,087 3,277 2,319 3,401 1,506 2,996 3,000 2,674 1,814 2,003 1,750 1,529 2,902 4,428 3,328 2,377 4,942 4,339 1,424 5,019 2,005 1,843 2,720 2,581 868 1,724 963 1,545 3,564 1,574 5,803 2,929 3,650 2,717 3,789 1,719 3,557 3,349 3,140 1,958 2,171 1,970 1,905 3,239 5,242 3,918 2,582 5,643 5,227 2,015 6,790 2,553 2,607 4,025 3,521 927 2,150 1,213 2,037 604 347 11/10/2016 11/10/2016 1,032 11/10/2016 694 11/10/2016 39 26 9/24/2021 9/24/2021 1,314 5/29/2007 586 5/29/2007 1,286 1,296 1,029 750 811 689 573 1,102 1,428 1,181 969 864 170 5/29/2007 5/29/2007 5/29/2007 5/29/2007 5/29/2007 5/30/2007 5/30/2007 5/30/2007 5/30/2007 8/29/2007 5/1/2009 9/1/2016 12/29/2020 73 12/30/2020 245 758 760 1,044 1,027 370 730 368 541 12/31/2020 8/29/2007 8/29/2007 8/29/2007 8/29/2007 8/29/2007 8/29/2007 8/29/2007 4/1/2008 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Tulsa Tulsa Tulsa(3) Tulsa(3) Tulsa(3) Oklahoma City Oklahoma City Oklahoma City Bend-Redmond Bend-Redmond Bend-Redmond Bend-Redmond Bend-Redmond Bend-Redmond Bend-Redmond Bend-Redmond(3) Bend-Redmond(3) Corvallis Eugene Eugene Eugene Eugene Eugene(3) Eugene(3) Nonmetropolitan Area(3) Nonmetropolitan Area Nonmetropolitan Area Nonmetropolitan Area Nonmetropolitan Area Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro OK OK OK OK OK OK OK OK OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR 505 466 944 892 1,103 1,082 736 1,135 295 1,692 690 722 800 2,688 1,297 571 397 382 710 842 728 1,601 414 1,149 474 427 997 1,108 658 851 1,704 788 159 114 32 558 30 23 44 96 83 856 16 24 111 — 89 190 50 181 60 262 176 18 169 194 43 22 33 91 31 505 466 944 892 1,103 1,082 736 1,135 295 1,692 690 722 800 2,688 1,297 571 397 382 710 842 728 1,601 414 1,149 474 427 997 1,108 658 851 258 1,708 1,346 1,270 2,085 2,421 4,431 4,218 2,925 3,759 1,369 2,410 1,983 2,151 2,836 10,731 15,292 1,917 1,180 1,465 1,539 1,674 3,230 2,686 1,990 2,061 1,789 1,648 1,874 2,100 4,572 2,063 2,313 F-62 2,134 1,429 2,200 2,453 4,989 4,249 2,948 3,803 1,466 2,493 2,839 2,167 2,860 2,639 1,895 3,144 3,345 6,092 5,331 3,684 4,938 1,761 4,185 3,529 2,889 3,660 960 539 769 871 4/1/2008 4/1/2008 2/14/2008 2/14/2008 2,581 6/10/2013 900 757 847 567 1,198 892 714 939 1/1/2016 1/1/2016 1/1/2016 4/1/2013 4/1/2013 5/1/2014 5/1/2014 5/1/2014 10,842 15,291 13,530 16,588 2,319 4/15/2016 19 12/15/2021 2,006 1,370 1,514 1,720 1,735 3,492 2,862 2,007 2,231 1,984 1,690 1,897 2,133 4,663 2,093 2,572 2,577 1,767 1,896 2,430 2,577 4,220 4,463 2,421 3,380 2,458 2,117 2,894 3,241 5,321 2,944 4,280 643 675 603 653 721 887 6/10/2013 6/10/2013 12/30/2013 4/1/2013 4/1/2013 12/30/2013 1,361 4/1/2014 566 716 666 503 565 683 420 623 980 6/10/2013 6/10/2013 6/10/2013 8/27/2014 12/1/2014 12/5/2014 1/31/2020 4/1/2013 4/1/2013 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR 1,254 2,808 1,015 1,496 954 1,627 2,509 787 1,703 738 1,690 1,200 401 1,160 1,435 1,478 1,402 3,538 1,501 1,746 1,014 2,202 1,764 2,670 410 1,258 2,334 860 771 2,002 1,048 1,254 2,808 1,015 1,496 954 1,627 2,509 787 1,703 738 1,690 1,200 401 1,160 1,435 1,478 1,402 3,398 1,501 1,746 1,014 2,202 1,764 2,670 410 1,258 2,339 860 771 2,002 1,048 70 62 20 333 142 156 359 89 48 26 245 409 123 45 24 16 56 31 32 43 45 311 31 102 185 12 67 5 6 250 45 2,787 4,437 2,184 3,372 3,026 2,388 4,200 1,915 4,729 2,483 2,995 9,531 3,718 3,291 4,342 4,127 3,196 4,938 3,136 3,393 3,017 3,477 7,360 8,709 622 6,298 7,726 3,740 4,121 14,445 3,549 F-63 2,857 4,498 2,204 3,705 3,168 2,545 4,560 2,004 4,776 2,508 3,240 9,940 3,841 3,335 4,365 4,143 3,252 4,011 3,168 3,436 3,062 3,788 7,391 8,811 808 6,311 7,792 3,746 4,128 14,695 3,594 4,111 7,306 3,219 5,201 4,122 4,172 7,069 2,791 6,479 3,246 4,930 11,140 4,242 4,495 5,800 5,621 4,654 7,409 4,669 5,182 4,076 5,990 9,155 11,481 1,218 7,569 10,131 4,606 4,899 16,697 4,642 850 1,544 674 4/1/2013 4/1/2013 4/1/2013 1,019 6/24/2013 824 768 6/24/2013 6/24/2013 1,354 12/30/2013 598 12/30/2013 1,302 675 713 3,728 1,175 4/1/2014 4/1/2014 4/1/2014 5/30/2014 5/30/2014 989 6/30/2014 1,296 1,220 6/30/2014 6/30/2014 912 6/30/2014 1,181 6/30/2014 933 6/30/2014 1,047 8/27/2014 969 8/27/2014 1,207 10/20/2014 1,923 12/16/2014 1,537 8/10/2015 242 950 7/14/2016 11/21/2016 1,470 12/6/2016 610 558 1/11/2017 11/15/2017 2,400 12/14/2017 590 8/16/2018 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro(3) Portland-Vancouver-Hillsboro(3) Portland-Vancouver-Hillsboro(3) Portland-Vancouver-Hillsboro(3) Portland-Vancouver-Hillsboro(3) Salem Salem Salem Salem Salem Salem Salem East Stroudsburg Lancaster Lancaster Lancaster Lancaster Lancaster Lancaster Lancaster Lancaster Philadelphia-Camden-Wilmington Pittsburgh Pittsburgh York-Hanover York-Hanover York-Hanover OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR OR PA PA PA PA PA PA PA PA PA PA PA PA PA PA PA 857 1,982 1,325 937 1,077 1,072 2,217 1,334 996 1,405 492 472 408 1,709 1,082 633 2,292 1,393 712 599 520 671 7,791 15,574 13,631 13,238 3,008 2,629 3,766 2,324 2,525 2,650 1,248 2,880 2,221 6,225 8,359 7,340 5,653 6,642 3,821 4,712 2,135 5,098 1,706 11,180 550 910 625 836 612 586 413 1,269 2,405 1,697 7,377 4,185 1,395 3,266 7,456 5,025 F-64 — — — — 232 162 80 256 193 443 490 4 62 1,258 18 — 121 26 21 36 19 18 54 — 8 228 84 107 24 — 13 857 1,982 1,325 937 1,077 1,072 2,217 1,334 996 1,405 660 472 408 2,053 1,082 633 2,292 1,393 712 599 520 671 7,792 15,573 13,630 13,238 3,241 2,792 3,846 2,580 2,717 3,094 1,738 2,885 2,282 7,483 8,376 7,340 5,773 6,667 3,842 4,748 2,154 5,116 8,649 17,555 14,955 14,175 4,318 3,864 6,063 3,914 3,713 4,499 2,398 3,357 2,690 9,536 9,458 7,973 8,065 8,060 4,554 5,347 2,674 5,787 1,706 11,234 12,940 550 910 625 836 612 586 413 1,269 2,405 1,704 7,605 4,269 1,503 3,289 7,456 5,037 2,955 2,614 8,230 5,105 2,115 3,875 7,869 6,306 222 1/29/2021 20 17 16 929 894 12/15/2021 12/15/2021 12/15/2021 6/10/2013 6/10/2013 1,083 6/10/2013 856 879 6/10/2013 6/10/2013 1,309 4/1/2014 415 307 306 402 150 4/20/2016 10/24/2018 2/1/2019 4/24/2020 7/15/2021 14 12/15/2021 154 873 547 456 249 291 613 5/18/2021 3/1/2019 3/1/2019 3/1/2019 3/1/2019 7/14/2020 9/16/2020 5 5 12/28/2021 12/28/2021 824 133 65 546 172 4/15/2019 3/11/2021 3/31/2021 3/1/2019 7/16/2021 52 11/10/2021 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired York-Hanover York-Hanover Ponce San Juan-Carolina-Caguas San Juan-Carolina-Caguas San Juan-Carolina-Caguas San Juan-Carolina-Caguas San Juan-Carolina-Caguas San Juan-Carolina-Caguas San Juan-Carolina-Caguas San Juan-Carolina-Caguas San Juan-Carolina-Caguas San Juan-Carolina-Caguas San Juan-Carolina-Caguas San Juan-Carolina-Caguas San Juan-Carolina-Caguas Augusta-Richmond County Charlotte-Concord-Gastonia Greenville-Anderson-Mauldin Greenville-Anderson-Mauldin Spartanburg Knoxville Knoxville Knoxville Knoxville Knoxville Knoxville Knoxville Knoxville Knoxville Knoxville PA PA PR PR PR PR PR PR PR PR PR PR PR PR PR PR SC SC SC SC SC TN TN TN TN TN TN TN TN TN TN 854 1,055 745 1,095 1,205 1,266 356 573 227 374 556 398 1,450 1,621 1,640 408 1,692 924 82 92 535 717 1,286 1,463 911 1,053 851 1,922 1,250 2,249 665 854 1,055 745 1,095 1,205 1,266 356 573 227 374 556 398 1,450 1,621 1,640 408 1,692 924 82 92 535 717 1,286 1,463 911 1,053 851 1,922 1,250 2,249 665 3 1 35 68 89 100 93 403 55 101 238 95 76 76 282 79 1 97 194 203 67 12 4 4 8 12 11 17 8 — 2 2,588 1,904 4,813 8,073 9,967 15,805 1,892 2,373 13,811 21,717 15,631 8,235 35,981 25,741 30,698 10,877 10,244 3,086 838 976 1,934 4,259 7,627 6,355 4,088 4,984 2,822 9,663 4,244 5,535 12,075 F-65 2,591 1,905 4,848 8,141 10,056 15,905 1,985 2,776 13,866 21,819 15,869 8,330 36,058 25,817 30,981 10,957 10,244 3,182 1,032 1,179 2,002 4,271 7,631 6,359 4,096 4,997 2,834 9,680 4,253 5,535 3,445 2,960 5,593 9,236 11,261 17,171 2,341 3,349 14,093 22,193 16,425 8,728 37,508 27,438 32,621 11,365 11,936 4,106 1,114 1,271 2,537 4,988 8,917 7,822 5,007 6,050 3,685 11,602 5,503 7,784 12,077 12,742 5 5 12/21/2021 12/29/2021 747 968 1,039 1,399 309 457 249 390 288 194 661 564 671 238 47 791 402 469 547 38 61 63 32 43 30 79 50 41 16 9/6/2018 9/6/2018 9/6/2018 9/6/2018 9/6/2018 9/6/2018 4/7/2021 4/7/2021 4/7/2021 4/7/2021 4/7/2021 4/7/2021 4/7/2021 4/7/2021 11/9/2021 5/4/2015 8/29/2007 8/29/2007 11/12/2015 10/20/2021 10/20/2021 10/20/2021 10/20/2021 10/20/2021 10/20/2021 10/20/2021 10/20/2021 11/30/2021 12/21/2021 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Memphis Memphis Nashville-Davidson-Murfreesboro- Franklin Amarillo Amarillo Amarillo Amarillo Amarillo Amarillo Amarillo(3) Amarillo(3) Amarillo(3) Austin-Round Rock Austin-Round Rock Austin-Round Rock Austin-Round Rock Austin-Round Rock Austin-Round Rock Austin-Round Rock Austin-Round Rock Austin-Round Rock Austin-Round Rock Austin-Round Rock Austin-Round Rock Beaumont-Port Arthur Beaumont-Port Arthur Brownsville-Harlingen Brownsville-Harlingen Brownsville-Harlingen Brownsville-Harlingen Brownsville-Harlingen TN TN TN TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX 533 1,168 1,303 1,129 794 1,051 1,761 1,357 1,206 80 78 147 937 1,395 768 936 1,783 605 1,014 2,022 1,243 956 1,143 1,495 841 435 845 639 386 1,577 920 533 1,168 1,303 1,129 794 1,051 1,761 1,357 1,206 80 78 147 937 1,395 768 695 1,783 605 1,014 2,022 1,243 956 1,143 1,495 841 435 845 639 386 1,577 920 980 — 28 11 11 61 8,745 8 10 114 166 159 115 44 368 216 136 45 41 225 25 44 38 22 12 10 254 669 396 114 44 8,943 6,438 3,668 5,861 7,231 6,729 4,828 9,020 10,978 877 697 810 5,319 2,790 1,923 6,446 17,579 8,703 7,645 6,547 8,266 5,929 4,357 9,343 4,585 3,449 2,364 1,674 2,798 7,825 4,040 F-66 9,923 6,438 3,696 5,871 7,242 6,791 13,572 9,028 10,988 991 863 969 5,434 2,834 2,291 6,663 10,456 7,606 4,999 7,000 8,036 7,842 15,333 10,385 12,194 1,071 941 1,116 6,371 4,229 3,059 7,358 17,715 19,498 9,353 8,699 8,795 9,535 6,930 5,538 8,748 7,685 6,773 8,292 5,974 4,395 9,365 4,597 3,459 2,617 2,343 3,194 7,939 4,084 466 12/17/2020 13 12/15/2021 101 5/24/2021 49 48 52 10/21/2021 10/21/2021 10/21/2021 107 10/21/2021 78 76 348 326 342 1,385 1,049 747 883 1,878 759 253 273 255 70 63 10/21/2021 10/21/2021 5/1/2009 5/1/2009 5/1/2009 6/24/2013 6/24/2013 10/29/2014 10/19/2017 6/7/2019 6/7/2019 12/29/2020 12/29/2020 12/29/2020 9/16/2021 9/16/2021 10,860 124 9/30/2021 5,438 3,894 3,462 2,982 3,580 9,516 5,004 66 30 640 580 723 511 271 9/30/2021 9/30/2021 9/4/2014 9/4/2014 5/2/2016 1/23/2020 1/23/2020 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Brownsville-Harlingen Brownsville-Harlingen Brownsville-Harlingen Brownsville-Harlingen Brownsville-Harlingen Brownsville-Harlingen Brownsville-Harlingen Brownsville-Harlingen Brownsville-Harlingen Brownsville-Harlingen Brownsville-Harlingen College Station-Bryan College Station-Bryan College Station-Bryan College Station-Bryan College Station-Bryan College Station-Bryan Corpus Christi Corpus Christi Corpus Christi Corpus Christi Corpus Christi Corpus Christi Corpus Christi Corpus Christi Corpus Christi Corpus Christi Corpus Christi Corpus Christi Corpus Christi Dallas-Fort Worth-Arlington TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX 958 721 677 896 320 1,203 981 1,008 1,308 490 445 618 551 295 51 110 62 623 1,121 1,811 796 862 686 747 1,195 1,226 1,610 921 1,168 471 164 958 721 677 896 320 1,203 981 1,008 1,308 490 449 618 551 295 51 110 62 623 1,121 1,811 796 862 686 747 1,195 1,226 1,610 921 1,168 471 164 94 81 94 75 58 85 96 101 267 53 212 143 282 187 81 195 26 52 39 85 66 84 76 1 1 1 1 — 1 1 54 7,665 5,605 4,220 5,990 1,612 6,005 4,851 5,968 7,426 3,163 1,804 2,512 349 988 123 372 208 4,995 7,318 7,912 4,572 5,791 3,903 7,233 7,404 24,192 10,786 13,071 17,077 2,985 865 F-67 7,759 5,686 4,315 6,065 1,669 6,089 4,947 6,070 7,693 3,216 2,017 2,655 631 1,176 204 568 234 5,047 7,358 7,997 4,638 5,876 3,979 7,234 7,406 24,192 10,787 13,072 17,078 2,986 919 8,717 6,407 4,992 6,961 1,989 7,292 5,928 7,078 9,001 3,706 2,466 3,273 1,182 1,471 255 678 296 5,670 8,479 9,808 5,434 6,738 4,665 7,981 8,601 25,418 12,397 13,993 18,246 3,457 1,083 585 371 266 348 123 380 311 429 498 230 104 983 290 417 92 193 87 150 66 86 40 50 35 12 13 32 25 18 23 5 1/23/2020 1/23/2020 1/23/2020 1/23/2020 1/23/2020 1/23/2020 1/23/2020 1/23/2020 1/23/2020 1/23/2020 10/16/2020 8/29/2007 8/29/2007 4/1/2008 4/1/2008 4/1/2008 4/1/2008 1/28/2021 10/21/2021 10/21/2021 10/21/2021 10/21/2021 10/21/2021 12/17/2021 12/17/2021 12/17/2021 12/17/2021 12/17/2021 12/17/2021 12/17/2021 351 8/29/2007 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington Dallas-Fort Worth-Arlington(3) Dallas-Fort Worth-Arlington(3) El Paso El Paso El Paso El Paso El Paso Houston-The Woodlands-Sugar Land TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX 155 98 264 1,388 1,859 379 1,397 3,587 649 396 1,263 1,421 710 421 3,034 1,482 1,059 1,240 1,293 1,132 933 981 1,353 376 338 338 94 1,209 1,361 1,340 698 155 98 264 1,388 1,859 379 1,397 3,587 649 396 1,263 1,421 710 401 3,034 1,482 1,059 1,240 1,293 1,132 933 981 1,353 383 338 338 94 1,209 1,361 1,340 698 56 222 166 225 181 168 121 543 195 432 322 568 147 195 105 18 25 13 9 9 — — 2 138 112 47 172 15 15 15 299 105 282 106 4,195 5,293 2,212 5,250 10,098 1,637 1,411 3,346 2,349 3,578 2,668 5,862 11,485 5,335 5,539 7,277 6,370 5,930 5,095 10,048 803 681 1,275 400 6,802 6,403 7,197 2,648 F-68 161 504 272 4,420 5,475 2,380 5,371 316 602 536 5,808 7,334 2,759 6,768 10,641 14,228 1,832 1,843 3,668 2,917 3,723 2,863 5,968 2,481 2,239 4,931 4,338 4,433 3,264 9,002 11,503 12,985 5,360 5,552 7,285 6,379 5,930 5,095 6,419 6,792 8,578 7,511 6,863 6,076 10,050 11,403 941 793 1,321 573 6,817 6,417 7,212 2,948 1,324 1,131 1,659 667 8,026 7,778 8,552 3,646 74 230 149 1,194 1,487 9/28/2007 9/28/2007 9/28/2007 6/24/2013 7/25/2013 909 7/25/2013 1,403 1,881 843 758 7/25/2013 7/25/2013 7/25/2013 4/29/2015 1,163 10/19/2015 919 774 547 321 168 95 104 80 74 26 26 45 391 304 495 233 63 54 58 6/1/2016 10/19/2017 10/19/2017 12/8/2020 8/16/2021 8/20/2021 8/20/2021 9/16/2021 9/30/2021 11/30/2021 11/30/2021 11/30/2021 9/28/2007 9/28/2007 8/29/2007 8/29/2007 10/21/2021 10/21/2021 10/21/2021 798 7/20/2015 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX 1,042 1,426 826 649 291 539 4,004 2,959 799 687 295 2,613 2,545 2,163 4,719 1,430 1,582 695 773 2,523 498 1,328 1,541 1,175 1,521 1,252 1,694 1,242 2,274 1,918 2,060 1,042 1,426 826 649 598 539 4,004 2,959 799 687 295 2,613 2,545 2,163 4,719 1,430 1,582 695 773 2,523 498 1,328 1,541 1,175 1,521 1,252 1,694 1,242 2,274 1,918 2,060 3,061 2,910 3,683 4,077 4,980 2,664 4,991 5,875 4,769 3,668 2,403 10,645 9,051 7,364 9,290 5,283 7,451 4,464 5,394 538 285 258 95 91 16 111 80 75 92 64 38 57 70 82 45 33 28 20 11,383 562 2 6 6 9 3 4 9 6 3 12 11 8,174 7,937 6,241 2,421 8,522 10,789 6,743 7,364 4,927 7,639 9,330 F-69 3,599 3,194 3,942 4,172 5,071 2,680 5,101 5,955 4,844 3,761 2,467 10,683 9,108 7,434 9,373 5,329 7,484 4,491 5,413 4,641 4,620 4,768 4,821 5,669 3,219 9,105 8,914 5,643 4,448 2,762 13,296 11,653 9,597 14,092 6,759 9,066 5,186 6,186 11,945 14,468 8,175 7,943 6,247 2,430 8,525 10,794 6,752 7,369 4,930 7,651 9,341 8,673 9,271 7,788 3,605 10,046 12,046 8,446 8,611 7,204 9,569 11,401 1,021 1/22/2016 702 796 779 439 272 838 694 470 420 231 380 337 307 334 212 272 162 223 364 100 83 67 36 90 6/13/2017 1/4/2018 1/4/2018 5/7/2019 6/7/2019 6/7/2019 6/7/2019 6/7/2019 6/7/2019 6/7/2019 12/29/2020 12/29/2020 12/29/2020 12/29/2020 12/29/2020 12/29/2020 12/31/2020 1/26/2021 3/30/2021 9/16/2021 9/16/2021 9/16/2021 9/16/2021 9/16/2021 102 9/16/2021 91 75 59 94 9/30/2021 9/30/2021 9/30/2021 9/30/2021 104 9/30/2021 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Houston-The Woodlands-Sugar Land Killeen-Temple Killeen-Temple Killeen-Temple Killeen-Temple Killeen-Temple Livingston Longview Longview Longview(3) Longview(3) Longview(3) Lubbock Lubbock McAllen–Edinburg–Mission McAllen–Edinburg–Mission McAllen–Edinburg–Mission McAllen–Edinburg–Mission McAllen–Edinburg–Mission McAllen–Edinburg–Mission McAllen–Edinburg–Mission TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX 979 2,417 1,149 1,367 1,632 1,489 1,687 1,549 2,350 1,471 1,592 203 1,128 721 3,068 1,500 368 2,466 907 651 104 310 1,642 1,285 1,217 1,972 1,295 3,079 1,017 803 2,249 979 2,417 1,149 1,367 1,632 1,489 1,687 1,549 2,350 1,471 1,592 203 1,128 721 3,068 1,500 368 2,466 907 651 104 310 1,642 1,285 1,243 1,972 1,295 3,087 1,017 803 2,249 7 — 8 2 1 1 — — — — — 268 251 69 19 39 8 253 2 109 171 213 12 14 336 144 158 167 109 144 88 4,953 11,612 12,955 11,405 8,689 14,991 6,854 9,063 11,795 13,018 10,301 4,065 6,149 4,166 7,659 8,514 6,938 3,559 6,668 671 489 966 7,190 9,630 2,738 4,517 3,929 7,574 3,261 2,914 4,966 F-70 4,959 11,612 12,964 11,407 8,690 14,992 6,854 9,063 11,795 13,019 10,301 4,333 6,400 4,235 7,677 8,554 6,946 3,812 6,670 780 659 1,178 7,202 9,644 3,074 4,661 4,086 7,741 3,370 3,058 5,055 5,938 14,029 14,113 12,774 10,322 16,481 8,541 10,612 14,145 14,490 11,893 4,536 7,528 4,956 10,745 10,054 7,314 6,278 7,577 1,431 763 1,488 8,844 10,929 4,317 6,633 5,381 10,828 4,387 3,861 7,304 50 59 52 42 14 21 12 14 19 18 15 737 1,139 10/21/2021 11/17/2021 11/30/2021 11/30/2021 12/16/2021 12/17/2021 12/17/2021 12/17/2021 12/17/2021 12/17/2021 12/17/2021 2/2/2017 8/8/2017 328 12/13/2019 99 92 78 9/30/2021 9/30/2021 9/16/2021 1,062 6/19/2014 11 12/20/2021 276 227 403 69 69 1,226 1,464 1,256 2,565 1,018 766 1,637 5/1/2009 5/1/2009 5/1/2009 10/21/2021 10/21/2021 7/31/2014 9/4/2014 9/4/2014 9/4/2014 9/4/2014 9/4/2014 9/4/2014 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired McAllen–Edinburg–Mission McAllen–Edinburg–Mission McAllen–Edinburg–Mission McAllen–Edinburg–Mission McAllen–Edinburg–Mission McAllen–Edinburg–Mission McAllen–Edinburg–Mission McAllen–Edinburg–Mission McAllen–Edinburg–Mission McAllen–Edinburg–Mission McAllen–Edinburg–Mission McAllen–Edinburg–Mission McAllen–Edinburg–Mission McAllen–Edinburg–Mission Midland Midland(3) Nonmetropolitan Area Nonmetropolitan Area Nonmetropolitan Area Nonmetropolitan Area Nonmetropolitan Area Odessa(3) San Angelo(3) San Antonio-New Braunfels San Antonio-New Braunfels San Antonio-New Braunfels San Antonio-New Braunfels San Antonio-New Braunfels San Antonio-New Braunfels San Antonio-New Braunfels San Antonio-New Braunfels TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX 1,118 627 965 863 378 654 675 625 829 227 620 787 1,461 664 1,746 691 959 184 652 242 931 168 381 614 715 275 715 576 747 656 1,550 129 1,118 82 68 59 38 50 35 72 85 72 32 56 76 35 10 175 60 11 15 17 13 136 128 118 220 518 106 81 84 17 113 627 965 863 378 654 675 625 829 227 620 787 1,461 664 1,746 691 959 184 652 242 931 168 381 614 715 275 715 576 747 656 1,550 3,568 4,400 4,526 6,582 3,485 3,966 4,701 4,372 6,809 1,199 4,093 3,753 6,659 5,228 8,920 1,588 1,640 1,627 15,943 2,004 6,580 561 986 2,640 4,566 4,893 4,222 2,754 3,198 2,496 8,173 F-71 3,697 4,481 4,594 6,640 3,524 4,016 4,736 4,445 6,894 1,271 4,124 3,809 6,735 5,263 8,930 1,762 1,701 1,637 4,815 5,108 5,559 7,503 3,902 4,670 5,411 5,070 7,723 1,498 4,744 4,596 8,196 5,927 10,676 2,453 2,660 1,821 15,958 16,610 2,021 6,593 697 1,113 2,757 4,786 5,411 4,328 2,835 3,281 2,512 8,286 2,263 7,524 865 1,494 3,371 5,501 5,686 5,043 3,411 4,028 3,168 9,836 977 266 333 468 214 261 291 272 399 91 299 244 238 59 80 602 512 23 211 30 48 248 370 928 815 444 361 204 230 160 519 9/4/2014 1/23/2020 1/23/2020 1/23/2020 1/23/2020 1/23/2020 1/23/2020 1/23/2020 1/23/2020 1/23/2020 1/23/2020 1/23/2020 12/10/2020 9/30/2021 10/21/2021 5/1/2009 6/25/2014 9/16/2021 9/16/2021 9/16/2021 10/21/2021 5/1/2009 5/1/2009 4/1/2014 10/19/2017 6/7/2019 1/23/2020 1/23/2020 1/23/2020 1/23/2020 1/23/2020 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired San Antonio-New Braunfels San Antonio-New Braunfels San Antonio-New Braunfels San Antonio-New Braunfels San Antonio-New Braunfels San Antonio-New Braunfels San Antonio-New Braunfels Victoria Victoria Wichita Falls Wichita Falls Provo-Orem Danville Lynchburg Washington-Arlington-Alexandria Longview Nonmetropolitan Area(3) Nonmetropolitan Area(3) Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro Portland-Vancouver-Hillsboro(3) Seattle-Tacoma-Bellevue TX TX TX TX TX TX TX TX TX TX TX UT VA VA VA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA 1,014 974 3,683 2,470 2,243 1,021 1,350 1,202 757 830 2,146 1,063 883 1,417 1,516 448 810 998 421 1,903 935 478 2,023 1,105 1,870 422 1,111 1,362 1,088 923 770 1,014 974 3,683 2,470 2,243 1,021 1,350 1,202 757 830 2,146 1,063 883 1,417 1,516 449 810 998 421 1,903 935 478 2,023 1,105 1,870 422 1,111 1,362 1,088 923 770 77 122 5 — 23 3 10 1 1 15 4,482 2 2 67 83 45 20 133 12 10 18 192 60 27 12 14 — 171 — 16 71 4,809 8,545 4,394 9,927 7,963 9,062 4,793 20,311 8,276 1,945 2,236 2,468 5,553 2,744 12,633 2,356 1,530 1,862 2,313 2,239 2,045 2,158 3,484 2,121 4,632 2,271 10,432 9,627 8,656 2,821 3,203 F-72 4,887 8,666 4,399 9,926 7,985 9,064 4,803 20,312 8,277 1,959 6,719 2,470 5,555 2,811 5,901 9,640 8,082 12,396 10,228 10,085 6,153 21,514 9,034 2,789 8,865 3,533 6,438 4,228 321 265 234 114 106 88 63 27 11 95 86 6 62 1/23/2020 12/29/2020 12/31/2020 9/16/2021 9/29/2021 9/29/2021 9/30/2021 12/17/2021 12/17/2021 2/16/2021 5/25/2021 12/20/2021 9/30/2021 107 4/30/2021 12,715 14,231 1,724 7/21/2017 2,401 1,551 1,995 2,326 2,249 2,063 2,351 3,543 2,147 4,644 2,285 10,432 9,797 8,656 2,837 3,274 2,850 2,361 2,993 2,747 4,152 2,998 2,829 5,566 3,252 6,514 2,707 11,543 11,159 9,744 3,760 4,044 603 799 963 677 793 591 738 9/3/2015 6/10/2013 6/10/2013 4/1/2013 4/1/2013 4/1/2014 4/1/2014 1,193 8/27/2014 637 936 334 180 98 15 10/3/2014 1/11/2017 3/29/2018 7/28/2021 9/30/2021 12/15/2021 798 6/10/2013 1,104 4/1/2014 Table of Contents Location Initial Cost to Company Gross Carrying Amount at Year-End MSA(1) State/ Territory Land Buildings and Improvements Subsequent Additions Land Buildings and Improvements Total(2) Accumulated Depreciation Date Acquired Seattle-Tacoma-Bellevue Spokane-Spokane Valley Spokane-Spokane Valley Minneapolis-St. Paul-Bloomington Laramie Total WA WA WA WI WY 1,438 1,463 841 940 743 3,280 10,075 3,039 4,385 4,881 77 79 18 6 — 1,438 1,463 841 940 743 3,356 10,154 3,058 4,391 4,882 4,794 11,617 3,899 5,331 5,625 1,099 9/18/2014 422 123 94 38 12/23/2020 12/23/2020 8/11/2021 11/10/2021 $ 1,022,720 $ 4,589,743 $ 179,573 $ 1,028,431 $ 4,769,757 $ 5,798,188 $ 578,717 (1) Refers to metropolitan statistical area (MSA) as defined by the U.S. Census Bureau. (2) The aggregate cost of land and depreciable property for Federal income tax purposes was approximately $5.2 billion (unaudited) at December 31, 2021. (3) As of December 31, 2021, 93 of our self storage properties were encumbered by an aggregate of $303.9 million of debt financing. (4) Property subject to a long-term lease agreement. Note: The Company only owns one class of real estate, which is self storage properties. The estimated useful lives of the individual assets that comprise buildings and improvements range from 3 years to 40 years. The category for buildings and improvements in the table above includes furniture and equipment. F-73 Table of Contents NATIONAL STORAGE AFFILIATES TRUST SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION For the Years Ended December 31, 2021, 2020 and 2019 (in thousands) Self Storage properties: Balance at beginning of year Acquisitions and improvements Reclassification from assets held for sale Write-off of fully depreciated assets and other Dispositions Reclassification to assets held for sale Balance at end of year Accumulated depreciation: Balance at beginning of year Depreciation expense Write-off of fully depreciated assets and other Dispositions Assets held for sale Balance at end of year 2021 2020 2019 $ 3,639,192 $ 3,091,719 $ 2,159,856 547,667 — (860) — — — (194) — — 2,637,723 458,132 — — (4,136) — $ $ 5,798,188 $ 3,639,192 $ 3,091,719 443,623 $ 337,822 $ 135,147 105,866 (53) — — (65) — — 246,261 92,177 — (616) — $ 578,717 $ 443,623 $ 337,822 F-74 CORPORATE INFORMATION CORPORATE INFORMATION CORPORATE INFORMATION CORPORATE INFORMATION BOARD OF TRUSTEES ARLEN D. NORDHAGEN Executive Chairman of the Board of Trustees TAMARA D. FISCHER President and Chief Executive Ofﬁ cer PAUL W. HYLBERT, JR. Lead Independent Trustee GEORGE L. CHAPMAN REBECCA L. STEINFORT CHAD L. MEISINGER MARK VAN MOURICK STEVEN G. OSGOOD J. TIMOTHY WARREN DOMINIC M. PALAZZO CHARLES F. WU EXECUTIVE OFFICERS DAVID G. CRAMER Executive Vice President and Chief Operating Ofﬁ cer BRANDON S. TOGASHI Executive Vice President and Chief Financial Ofﬁ cer CORPORATE HEADQUARTERS NATIONAL STORAGE AFFILIATES TRUST 8400 East Prentice Avenue, 9th Floor Greenwood Village, Colorado 80111 720.630.2600 www.nationalstorageaffiliates.com SHAREHOLDER/OP UNITHOLDER SERVICES BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. P.O. Box 1342 Brentwood, New York 11717 Toll-free: 855.449.0975 International: 720.378.5970 Email: shareholder@broadridge.com STOCK EXCHANGE LISTING NYSE: NSA INDEPENDENT AUDITORS KPMG LLP Denver, Colorado ADDITIONAL COPIES OF THE NATIONAL STORAGE AFFILIATES TRUST (THE “COMPANY”) ANNUAL REPORT on Form 10-K for the year ended December 31, 2021 as ﬁ led with the U.S. Securities and Exchange Commission, may be obtained by writing to the Company’s corporate headquarters, Attention: Investor Relations Department. Electronic copies are also available on the Company’s website at www.nationalstorageaffiliates.com. THE ANNUAL MEETING OF SHAREHOLDERS will be held May 23, 2022 beginning at 9:00 a.m. Mountain Daylight Time (MDT). The meeting will be held via a virtual meeting live webcast at: www.virtualshareholdermeeting.com/NSA2022 THE CODE OF BUSINESS CONDUCT AND ETHICS OF NATIONAL STORAGE AFFILIATES TRUST is available on its website at www.nationalstorageaffiliates.com. A printed copy may be obtained by writing to the Company’s corporate headquarters, Attention: Investor Relations Department. FORWARD LOOKING STATEMENTS Certain statements contained in this 2021 Annual Report constitute forward-looking statements as such term is deﬁ ned in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difﬁ cult to predict and are generally beyond the Company’s control. These forward-looking statements include information about possible or assumed future results of the Company’s business, ﬁ nancial condition, liquidity, results of operations, plans and objectives. Changes in any circumstances may cause the Company’s actual results to differ signiﬁ cantly from those expressed in any forward-looking statement. When used in this document, the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions are intended to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: market trends in the Company’s industry, interest rates, the debt and lending markets or the general economy; the Company’s business and investment strategy; and the acquisition of properties, including the timing of acquisitions. For a further list and description of such risks and uncertainties, see the Company’s Annual Report on Form 10-K ﬁ led with the Securities and Exchange Commission on February 25, 2022 and the other reports ﬁ led by the Company with the Securities and Exchange Commission. The forward-looking statements, and other risks, uncertainties and factors are based on the Company’s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to the Company. Forward-looking statements are not predictions of future events. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. ) . m o c y c n e g a k m w ( k r a m r e t a : W N G S E D I ATTRACTIVE GROWTH ACROSS THE BOARD ATTRACTIVE GROWTH ACROSS THE BOARD ATTRACTIVE GROWTH ACROSS THE BOARD ATTRACTIVE GROWTH ACROSS THE BOARD ATTRACTIVE GROWTH ACROSS THE BOARD 5-YEAR TOTAL RETURN PERFORMANCE1 % OF NSA PROPERTIES $400 $350 $300 $250 $200 $150 $100 $50 e u l a V x e d n I $0 12/31/16 12/31/17 12/31/18 12/31/19 12/31/20 12/31/21 >10% 5–10% 2–5% <2% National Storage Afﬁ liates Trust S&P 500 Index NAREIT All Equity REIT Index Russell 2000 Index MSCI US REIT Index MULTI-FACETED ACQUISITION STRATEGY GROWTH IN CORE FFO PER SHARE2 AND DIVIDEND PER SHARE $0.70 $0.60 $0.50 $0.40 $0.30 $0.20 $0.10 $0.00 $0.70 $0.60 $0.50 $0.40 $0.30 $0.20 $0.10 $0.00 1,200 1,000 800 600 400 200 0 s e i t r e p o r P f o r e b m u N 2013 2014 2015 2016 2017 2018 2019 2020 2021 5 1 - 2 Q 5 1 - 4 Q 6 1 - 2 Q 6 1 - 4 Q 7 1 - 2 Q 7 1 - 4 Q 8 1 - 2 Q 8 1 - 4 Q 9 1 - 2 Q 9 1 - 4 Q 0 2 - 2 Q 0 2 - 4 Q 1 2 - 2 Q 1 2 - 4 Q At Formation Captive 3rd Party New PROs Joint Ventures Core FFO/Share Dividend/Share 1. Assumes $100.00 invested on December 31, 2016, with dividends reinvested. The Performance Graph will not be deemed to be incorporated by reference into any ﬁ ling by NSA under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company speciﬁ cally incorporates the same by reference. 2. The table above contains a non-GAAP ﬁ nancial measure, Core FFO per share, which is deﬁ ned in our most recent Annual Report on Form 10-K ﬁ led with the Securities and Exchange Commission (“SEC”). Core FFO per share is presented because our management believes it helps investors understand our business, performance and ability to earn and distribute cash to our shareholders by providing perspectives not immediately apparent from earnings per share (loss). It is frequently used by securities analysts, investors and other interested parties. The presentation of Core FFO per share herein is not intended to be considered in isolation or as a substitute for, or superior to, the ﬁ nancial information prepared and presented in accordance with GAAP and should not be considered as an alternative measure of liquidity. In addition, our deﬁ nition and method of calculating this measure may be different from those used by other companies, and, accordingly, may not be comparable to similar measures as deﬁ ned and calculated by other companies that do not use the same methodology as us. Reconciliations of Core FFO per share to its most directly comparable GAAP measure for the three months ended March 31 in each annual period from 2016 through 2021 and the three months ended June 30, September 30 and December 31 in each annual period from 2015 through 2021 are publicly available on the SEC’s website as Exhibit 99.1 on Current Reports on Form 8-K pursuant to Item 2.02, which the Company has furnished to the SEC for each applicable quarter end referenced above. O U R C O R E V A L U E S ACCOUNTABILITY HUMILITY N A T I O N A L S T O R A G E A F F I L I A T E S | 2 0 2 1 A N N U A L R E P O R T M U L T I - F A C E T E D GROWTH STRATEGY COMPASSION INTEGRITY 2 0 2 1 A N N U A L R E P O R T N AT I O N A L S TO R AG E A F F I L I AT E S .C O M

Continue reading text version or see original annual report in PDF format above