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Item 9A. Controls and Procedures

2023-02-28 compared with 2022-02-28 · 69 added, 45 removed, 136 unchanged (46% of the section changed)

22 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule listed in the Index at Item 8 and our report dated February 28, 2022 expressed an unqualified opinion thereon.

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, 2022 and 2021, the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 8 and our report dated February 28, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

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Directors, Executive Officers and Corporate Governance

Information required by this item is incorporated by reference to the information set forth under the captions “Information about our Executive Officers,” and “Information About the Board of Directors and its Committees” in our definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2021.

Information required by this item is incorporated by reference to the information set forth under the captions “Executive Officers,” and “Information About the Board of Directors and its Committees” in our definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2022.

We have adopted a Code of Business Conduct and Ethics in compliance with rules of the SEC that applies to all of our personnel, including our board of directors, Chief Executive Officer, Chief Financial Officer and principal accounting officer.

9 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

Information with respect to certain relationships and related transactions is incorporated by reference to the information set forth under the captions “Information about the Board of Directors and its Committees” and “Certain Relationships and Related Transactions” in our Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2021.

Information with respect to certain relationships and related transactions is incorporated by reference to the information set forth under the captions “Information about the Board of Directors and its Committees” and “Review and Approval of Related Party Transactions” in our Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2022.

Principal Accounting Fees and Services

Information with respect to principal accounting fees and services is incorporated by reference to the information set forth under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” in our Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2021.

Information with respect to principal accounting fees and services is incorporated by reference to the information set forth under the caption “Ratification of the Engagement of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2023” in our Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2022.

Exhibits and Financial Statement Schedules

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(3) The following documents are filed or incorporated by references as exhibits to this report:

Purchase and Sale Agreement, dated May 5, 2005 by and among Security Capital Self Storage Incorporated, as seller and Extra Space Storage LLC, PRISA Self Storage LLC, PRISA II Self Storage LLC, PRISA III Self Storage LLC, VRS Self Storage LLC, WCOT Self Storage LLC and Extra Space Storage LP, as purchaser parties and The Prudential Insurance Company of America (incorporated by reference to Exhibit 2.1 of Form 8-K filed on May 11, 2005).

Agreement and Plan of Merger, dated as of June 15, 2015, among Extra Space Storage Inc., Extra Space Storage LP, Edgewater REIT Acquisition (MD) LLC, Edgewater Partnership Acquisition (DE) LLC, SmartStop Self Storage, Inc.

and SmartStop Self Storage Operating Partnership, L.P.

(incorporated by reference to Exhibit 2.1 of Form 8-K filed on June 15, 2015).

Amendment No.

1 to Agreement and Plan of Merger, dated as of July 16, 2015, among Extra Space Storage Inc., Extra Space Storage LP, Edgewater REIT Acquisition (MD) LLC, Edgewater Partnership Acquisition (DE) LLC, SmartStop Self Storage, Inc.

and SmartStop Self Storage Operating Partnership, L.P.

(incorporated by reference to Exhibit 2.1 of Form 8-K filed on July 16, 2015).

Exhibit Description Incorporated by Reference Filed Herewith

Form Date Number

3.1 Amended and Restated Articles of Incorporation of Extra Space Storage Inc.

Articles of Amendment of Extra Space Storage Inc., dated September 28, 2007 (incorporated by reference to Exhibit 3.1 of Form 8-K filed on October 3, 2007).

Articles of Amendment of Extra Space Storage Inc., dated August 29, 2013 (incorporated by reference to Exhibit 3.1 of Form 8-K filed on August 29, 2013).

Articles of Amendment of Extra Space Storage Inc., dated May 21, 2014 (incorporated by reference to Exhibit 3.1 of Form 8-K filed on May 28, 2014).

Second Amended and Restated Bylaws of Extra Space Storage Inc.(incorporated by reference to Exhibit 3.1 of Form 8-K filed on January 17, 2018)

Fourth Amended and Restated Agreement of Limited Partnership of Extra Space Storage LP (incorporated by reference to Exhibit 10.1 of Form 8-K filed on December 6, 2013).

Junior Subordinated Note (incorporated by reference to Exhibit 4.3 of Form 10-K filed on February 26, 2010)

Description of Securities (Incorporated by reference to Exhibit 4.6 of Form 10-K filed on February 25, 2020)

Indenture, dated as of May 11, 2021, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Extra Space Storage Inc.

on May 11, 2021).

First Supplemental Indenture, dated as of May 11, 2021, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Wells Fargo Bank, National Association, as trustee, including the form of the Notes and the Guarantee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Extra Space Storage Inc.

on May 11, 2021).

Second Supplemental Indenture, dated as of September 22, 2021, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Wells Fargo Bank, National Association, as trustee, including the form of the Notes and the Guarantee (incorporated by reference to Exhibit 4.2 of Form 8-K filed on September 22, 2021).

S-11 August 10, 2004 3.1

3.2 Articles of Amendment of Extra Space Storage Inc., dated September 28, 2007.

8-K October 3, 2007 3.1

3.3 Articles of Amendment of Extra Space Storage Inc., dated August 29, 2013.

8-K August 29, 2013 3.1

3.4 Articles of Amendment of Extra Space Storage Inc., dated May 21, 2014.

8-K May 28, 2014 3.1

3.5 Second Amended and Restated Bylaws of Extra Space Storage Inc.

8-K January 17, 2018 3.1

3.6 Fourth Amended and Restated Agreement of Limited Partnership of Extra Space Storage LP.

8-K December 6, 2013 10.1

4.1 Junior Subordinated Note

10-K February 26, 2010 4.3

4.2 Description of Securities

10-K February 25, 2020 4.6

4.3 Indenture, dated as of May 11, 2021, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Wells Fargo Bank, National Association, as trustee.

8-K May 11, 2021 4.1

4.4 First Supplemental Indenture, dated as of May 11, 2021, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Wells Fargo Bank, National Association, as trustee, including the form of the Notes and the Guarantee.

8-K May 11, 2021 4.2

4.5 Second Supplemental Indenture, dated as of September 22, 2021, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Wells Fargo Bank, National Association, as trustee, including the form of the Notes and the Guarantee.

8-K September 22, 2021 4.2

10.1 Registration Rights Agreement, by and among Extra Space Storage Inc.

and the parties listed on Schedule I thereto.

S-11/A August 10, 2004 10.1

10.2 Joint Venture Agreement, dated June 1, 2004, by and between Extra Space Storage LLC and Prudential Financial, Inc.

S-11/A July 26, 2004 10.14

10.3 Registration Rights Agreement, dated June 20, 2005, among Extra Space Storage Inc.

and the investors named therein (incorporated by reference to Exhibit 10.2 of Form 8-K filed on June 24, 2005).

Purchase Agreement, dated as of July 27, 2005, among Extra Space Storage LP, ESS Statutory Trust III and the Purchaser named therein (incorporated by reference to Exhibit 10.1 of Form 8-K filed on August 2, 2005).

and the investors named therein.

8-K June 24, 2005 10.2

10.4 Purchase Agreement, dated as of July 27, 2005, among Extra Space Storage LP, ESS Statutory Trust III and the Purchaser named therein.

8-K August 2, 2005 10.1

10.5 Promissory Note, dated June 25, 2007, among Extra Space Storage LP, H.

James Knuppe and Barbara Knuppe (incorporated by reference to Exhibit 10.2 of Form 8-K filed on June 26, 2007).

James Knuppe and Barbara Knuppe.

8-K June 26, 2007 10.2

10.6 Pledge Agreement, dated June 25, 2007, among Extra Space Storage LP, H.

James Knuppe and Barbara Knuppe (incorporated by reference to Exhibit 10.3 of Form 8-K filed on June 26, 2007).

James Knuppe and Barbara Knuppe.

8-K June 26, 2007 10.3

Exhibit Description Incorporated by Reference Filed Herewith

Form Date Number

10.7 Registration Rights Agreement among Extra Space Storage LP, H.

James Knuppe and Barbara Knuppe.

(incorporated by reference to Exhibit 10.26 of Form 10-K filed on February 26, 2010).

Membership Interest Purchase Agreement, dated as of April 13, 2012, between Extra Space Properties Sixty Three LLC and PRISA III Co-Investment LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed on April 16, 2012).

10-K February 26, 2010 10.26

10.8 Membership Interest Purchase Agreement, dated as of April 13, 2012, between Extra Space Properties Sixty Three LLC and PRISA III Co-Investment LLC.

8-K April 16, 2012 10.1

10.9 Extra Space Storage Inc.

Executive Change in Control Plan (incorporated by reference to Exhibit 10.1 of Form 8-K filed on August 31, 2010).

Executive Change in Control Plan.

8-K August 31, 2010 10.1

10.10 Letter Agreement, dated as of November 22, 2013, amending the Contribution Agreement, dated June 15, 2007, among Extra Space Storage LP and various limited partnerships affiliated with AAAAA Rent-A-Space, and the Promissory Note, dated June 25, 2007, among Extra Space Storage LP, H.

James Knuppe and Barbara Knuppe (incorporated by reference to Exhibit 10.1 of Form 10-Q filed on May 8, 2014).

James Knuppe and Barbara Knuppe.

10-Q May 8, 2014 10.1

10.11 Letter Agreement, dated April 18, 2017, amending the Promissory Note and Waiving a Portion of the Series A Preferred Priority Return, among Extra Space Storage LP, ESS Holdings Business Trust I, H.

James Knuppe and Barbara Knuppe (incorporated by reference to Exhibit 10.1 of Form 10-Q filed on May 5, 2017).

2015 Incentive Award Plan (incorporated by reference to the Definitive Proxy Statement on Schedule 14A filed on April 14, 2015)

Form of 2015 Incentive Award Plan Performance Stock Award Agreement (incorporated by reference to Exhibit 10.13 of Form 10-K filed on February 26, 2020)

2004 Long-Term Compensation Incentive Plan as amended and restated effective March 25, 2008 (incorporated by reference to the Definitive Proxy Statement on Schedule 14A filed on April 14, 2008)

James Knuppe and Barbara Knuppe.

10-Q May 5, 2017 10.1

10.12* 2015 Incentive Award Plan

DEFA14A April 14, 2015 Definitive Proxy Statement

10.13* Form of 2015 Incentive Award Plan Performance Stock Award Agreement

10-K February 26, 2020 10.13

10.15* 2004 Long-Term Compensation Incentive Plan as amended and restated effective March 25, 2008

DEFA14A April 14, 2008 Definitive Proxy Statement

10.16* Form of 2004 Long Term Incentive Compensation Plan Option Award Agreement for Employees with employment agreements.

(incorporated by reference to Exhibit 10.11 of Form 10-K filed on February 26, 2010).

10-K February 26, 2010 10.11

10.17* Form of 2004 Long Term Incentive Compensation Plan Option Award Agreement for employees without employment agreements.

(incorporated by reference to Exhibit 10.12 of Form 10-K filed on February 26, 2010).

10-K February 26, 2010 10.12

10.18* Form of 2004 Non-Employee Directors Share Plan Option Award Agreement for Directors.

(incorporated by reference to Exhibit 10.13 of Form 10-K filed on February 26, 2010).

2004 Long Term Incentive Compensation Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 of Form 10-Q filed on November 7, 2007).

10-K February 26, 2010 10.13

10.19* 2004 Long Term Incentive Compensation Plan Restricted Stock Award Agreement.

10-Q November 7, 2007 10.2

10.20* First Amendment to Extra Space Storage Inc.

2004 Non-Employee Directors’ Share Plan (incorporated by reference to Exhibit 10.4 of Form 10-Q filed on November 7, 2007).

Extra Space Storage 2004 Non-Employee Directors’ Share Plan (incorporated by reference to Exhibit 10.22 of Form 10-K/A filed on March 20, 2007).

2004 Non-Employee Directors’ Share Plan.

10-Q November 7, 2007 10.4

10.21* Extra Space Storage 2004 Non-Employee Directors’ Share Plan.

10-K/A March 20, 2007 10.22

10.22 Second Amended and Restated Credit Agreement, dated as of June 22, 2021, by and among Extra Space Storage Inc., Extra Space Storage LP, U.S.

Bank National Association, as administrative agent, certain other financial institutions acting as syndication agents, documentation agents and lead arrangers and books runners, and certain lenders party thereto (incorporated by reference to Exhibit 10.1 of Form 8-K filed on June 25, 2021).

8-K June 25, 2021 10.1

21.1 Subsidiaries of the Company

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit Description Incorporated by Reference Filed Herewith

Form Date Number

101 The following financial information from Registrant’s Annual Report on Form 10-K for the period ended December 31, 2022, formatted in Extensible Business Reporting Language (XBRL):

9 unchanged sentences

333-115436 dated August 11, 2004).

(2) Filed herewith.

Form 10-K Summary

36 unchanged sentences

Julia Vander Ploeg

February 28, 2023 By:

/s/ JEFFERSON S.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures