10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

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

For the fiscal year ended December 31, 2018

OR

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

For the transition period from            to

Commission file number 001-32324 (CubeSmart)

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

CUBESMART

CUBESMART, L.P.

(Exact Name of Registrant as Specified in Its Charter)

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

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

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

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

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

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

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

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

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

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

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

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

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

CubeSmart, L.P.:
Large accelerated filer ☐	Accelerated filer ☐	Non-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.

CubeSmart	☐
CubeSmart, L.P.	☐

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

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

As of June 29, 2018, the last business day of CubeSmart’s most recently completed second fiscal quarter, the aggregate market value of common shares held by non-affiliates of CubeSmart was $5,988,953,396. As of February 20, 2019, the number of common shares of CubeSmart outstanding was 187,160,187.

As of June 29, 2018, the last business day of CubeSmart, L.P.’s most recently completed second fiscal quarter, the aggregate market value of the 2,002,248 units of limited partnership (the “OP Units”) held by non-affiliates of CubeSmart, L.P. was $64,512,431 based upon the last reported sale price of $32.22 per share on the New York Stock Exchange on June 29, 2018 of the common shares of CubeSmart, the sole general partner of CubeSmart, L.P. (For this computation, the market value of all OP Units beneficially owned by CubeSmart has been excluded.)

Documents incorporated by reference:  Portions of the Proxy Statement for the 2019 Annual Meeting of Shareholders of CubeSmart to be filed subsequently with the SEC are incorporated by reference into Part III of this report.

EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, 2018 of CubeSmart (the “Parent Company” or “CubeSmart”) and CubeSmart, L.P. (the “Operating Partnership”). The Parent Company is a Maryland real estate investment trust, or REIT, that owns its assets and conducts its operations through the Operating Partnership, a Delaware limited partnership, and subsidiaries of the Operating Partnership. The Parent Company, the Operating Partnership and their consolidated subsidiaries are collectively referred to in this report as the “Company”. In addition, terms such as “we”, “us”, or “our” used in this report may refer to the Company, the Parent Company, and/or the Operating Partnership.

The Parent Company is the sole general partner of the Operating Partnership and, as of December 31, 2018, owned a 99.0% interest in the Operating Partnership. The remaining 1.0% interest consists of common units of limited partnership interest issued by the Operating Partnership to third parties in exchange for contributions of properties to the Operating Partnership. As the sole general partner of the Operating Partnership, the Parent Company has full and complete authority over the Operating Partnership’s day-to-day operations and management.

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

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

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

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

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

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

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

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

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

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

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

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PART I		5
Item 1.	Business	6
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	25
Item 2.	Properties	26
Item 3.	Legal Proceedings	28
Item 4.	Mining Safety Disclosures	28
PART II		28
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities	28
Item 6.	Selected Financial Data	30
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	51
Item 8.	Financial Statements and Supplementary Data	52
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	52
Item 9A.	Controls and Procedures	52
Item 9B.	Other Information	53
PART III		53
Item 10.	Trustees, Executive Officers, and Corporate Governance	53
Item 11.	Executive Compensation	54
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	54
Item 13.	Certain Relationships and Related Transactions, and Trustee Independence	54
Item 14.	Principal Accountant Fees and Services	54
PART IV		54
Item 15.	Exhibits and Financial Statement Schedules	54
Item 16.	Form 10-K Summary	61

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PART I

Forward-Looking Statements

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

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

· adverse changes in the national and local economic, business, real estate and other market conditions;

· the effect of competition from existing and new self-storage properties on our ability to maintain or raise occupancy and rental rates;

· the execution of our business plan;

· reduced availability and increased costs of external sources of capital;

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

· increases in interest rates and operating costs;

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

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

· failure of acquisitions and developments to close on expected terms, or at all, or to perform as expected;

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

· the failure of our joint venture partners to fulfill their obligations to us or their pursuit of actions that are inconsistent with our objectives;

· reductions in asset valuations and related impairment charges;

· cyber security breaches or a failure of our networks, systems or technology, which could adversely impact our business, customer and employee relationships;

· changes in real estate and zoning laws or regulations;

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· risks related to natural disasters or acts of violence, terrorism, or war that affect the markets in which we operate;

· potential environmental and other liabilities;

· uninsured losses;

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

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

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

ITEM 1.  BUSINESS

Overview

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

As of December 31, 2018, we owned 493 self-storage properties located in 23 states and in the District of Columbia containing an aggregate of approximately 34.6 million rentable square feet.  As of December 31, 2018, approximately 89.0% of the rentable square footage at our owned stores was leased to approximately 289,500 customers, and no single customer represented a significant concentration of our revenues.  As of December 31, 2018, we owned stores in the District of Columbia and the following 23 states:  Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, Tennessee, Texas, Utah, and Virginia.  In addition, as of December 31, 2018, we managed 593 stores for third parties (including 151 stores containing an aggregate of approximately 9.0 million net rentable square feet as part of five separate unconsolidated real estate ventures) bringing the total number of stores we owned and/or managed to 1,086.  As of December 31, 2018, we managed stores for third parties in the District of Columbia and the following 34 states: Alabama, Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Missouri, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, and Wisconsin.

Our self-storage properties are designed to offer affordable and easily-accessible storage space for our residential and commercial customers.  Our customers rent storage cubes for their exclusive use, typically on a month-to-month basis. Additionally, some of our stores offer outside storage areas for vehicles and boats.  Our stores are designed to accommodate both residential and commercial customers, with features such as wide aisles and load-bearing capabilities for large truck access.  All of our stores have a storage associate available to assist our customers during business hours, and 287, or approximately 58.2%, of our owned stores have a manager who resides in an apartment at the store.  Our customers can access their storage cubes during business hours, and some of our stores provide customers with 24-hour access through computer-controlled access systems.  Our goal is to provide customers with the highest standard of physical attributes and service in the industry. To that end, 419, or approximately 85.0%, of our owned stores include climate-controlled cubes.

The Parent Company was formed in July 2004 as a Maryland REIT.  The Parent Company owns its assets and conducts its business through the Operating Partnership, and its subsidiaries.  The Parent Company controls the Operating Partnership as its sole general partner and, as of December 31, 2018, owned an approximately 99.0% interest in the Operating Partnership.  The Operating Partnership was formed in July 2004 as a Delaware limited partnership and has been engaged in virtually all aspects of the self-storage business, including the development, acquisition, management, ownership, and operation of self-storage properties.

Acquisition and Disposition Activity

As of December 31, 2018 and 2017, we owned 493 and 484 stores, respectively, that contained an aggregate of 34.6 million and 33.8 million rentable square feet with occupancy levels of 89.0% and 89.2%, respectively. A complete listing of, and additional information

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about, our stores is included in Item 2 of this Report.  The following is a summary of our 2018, 2017 and 2016 acquisition and disposition activity:

			Number of	Purchase / Sale Price
Asset/Portfolio	Market	Transaction Date	Stores	(in thousands)
2018 Acquisitions:
Texas Asset	Texas Markets - Major	January 2018	1	$	12,200
Texas Asset	Texas Markets - Major	May 2018	1		19,000
Metro DC Asset	Baltimore / DC	July 2018	1		34,200
Nevada Asset	Las Vegas	September 2018	1		14,350
North Carolina Asset	Charlotte	September 2018	1		11,000
California Asset	Los Angeles	October 2018	1		53,250
Texas Asset	Texas Markets - Major	October 2018	1		23,150
California Asset	San Diego	November 2018	1		19,118
New York Asset	New York / Northern NJ	November 2018	1		37,000
Illinois Asset	Chicago	December 2018	1		4,250
			10	$	227,518
2018 Dispositions:
Arizona Assets	Phoenix	November 2018	2	$	17,502
			2	$	17,502
2017 Acquisitions:
Illinois Asset	Chicago	April 2017	1	$	11,200
Maryland Asset	Baltimore / DC	May 2017	1		18,200
California Asset	Sacramento	May 2017	1		3,650
Texas Asset	Texas Markets - Major	October 2017	1		4,050
Florida Asset	Florida Markets - Other	October 2017	1		14,500
Illinois Asset	Chicago	November 2017	1		11,300
Florida Asset	Florida Markets - Other	December 2017	1		17,750
			7	$	80,650
2016 Acquisitions:
Metro DC Asset	Baltimore / DC	January 2016	1	$	21,000
Texas Assets	Texas Markets - Major	January 2016	2		24,800
New York Asset	New York / Northern NJ	January 2016	1		48,500
Texas Asset	Texas Markets - Major	January 2016	1		11,600
Connecticut Asset	Connecticut	February 2016	1		19,000
Texas Asset	Texas Markets - Major	March 2016	1		11,600
Florida Assets	Florida Markets - Other	March 2016	3		47,925
Colorado Asset	Denver	April 2016	1		11,350
Texas Asset	Texas Markets - Major	April 2016	1		11,600
Texas Asset	Texas Markets - Major	May 2016	1		10,100
Texas Asset	Texas Markets - Major	May 2016	1		10,800
Illinois Asset	Chicago	May 2016	1		12,350
Illinois Asset	Chicago	May 2016	1		16,000
Massachusetts Asset	Massachusetts	June 2016	1		14,300
Nevada Assets	Las Vegas	July 2016	2		23,200
Arizona Asset	Phoenix	August 2016	1		14,525
Minnesota Asset	Minneapolis	August 2016	1		15,150
Colorado Asset	Denver	August 2016	1		15,600
Texas Asset	Texas Markets - Major	September 2016	1		6,100
Texas Asset	Texas Markets - Major	September 2016	1		5,300
Nevada Asset	Las Vegas	October 2016	1		13,250
North Carolina Asset	Charlotte	November 2016	1		10,600
Arizona Asset	Phoenix	November 2016	1		14,000
Nevada Asset	Las Vegas	December 2016	1		14,900
			28	$	403,550

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The comparability of our results of operations is affected by the timing of acquisition and disposition activities during the periods reported.  As of December 31, 2018, 2017, and 2016, we owned 493, 484, and 475 self-storage properties and related assets, respectively.  The following table summarizes the change in number of owned stores from January 1, 2016 through December 31, 2018:

	2018	2017	2016
Balance - January 1	484	475	445
Stores acquired	1	—	10
Stores developed	—	1	1
Balance - March 31	485	476	456
Stores acquired	1	3	7
Stores developed	—	—	1
Stores combined (1)	—	(1)	—
Balance - June 30	486	478	464
Stores acquired	3	—	7
Stores developed	1	2	—
Balance - September 30	490	480	471
Stores acquired	5	4	4
Stores developed	—	1	—
Stores combined (2)	—	(1)	—
Stores sold	(2)	—	—
Balance - December 31	493	484	475

(1) On May 16, 2017, we acquired a store located in Sacramento, CA for approximately $3.7 million, which is located directly adjacent to an existing wholly-owned store. Given their proximity to each other, the stores have been combined in our store count, as well as for operational and reporting purposes.

(2) On October 2, 2017, we acquired a store located in Keller, TX for approximately $4.1 million, which is located directly adjacent to an existing wholly-owned store. Given their proximity to each other, the stores have been combined in our store count, as well as for operational and reporting purposes.

Financing and Investing Activities

The following summarizes certain financing and investing activities during the year ended December 31, 2018:

· Store Acquisitions.  During 2018, we acquired ten self-storage properties located throughout the United States, including one store upon completion of construction and the issuance of a certificate of occupancy, for an aggregate purchase price of approximately $227.5 million. In connection with these acquisitions, we allocated a portion of the purchase price paid for each store to the intangible value of in-place leases which aggregated $11.3 million.

· Development Activity.  During 2018, we completed construction and opened for operation one joint venture store located in New York. As of December 31, 2018, we had six joint venture development properties under construction located in New York (3), Massachusetts (2), and New Jersey (1) which are expected to be completed by the second quarter of 2020. As of December 31, 2018, we had invested $82.6 million of an expected $160.0 million, related to these six projects.

· Store Dispositions.  On November 28, 2018, we sold two stores in Arizona for an aggregate sales price of approximately $17.5 million. In connection with these sales, we recorded gains that totaled approximately $10.6 million.

· At-The-Market Equity Program.  During 2018, under our at-the-market equity program, we sold a total of 4.3 million common shares at an average sales price of $31.09 per share, resulting in net proceeds for the year under the program of $131.8 million, after deducting offering costs. As of December 31, 2018, 10.5 million common shares remained available for sale under the program. We used the proceeds from the 2018 sales to fund acquisitions of self-storage properties and for general corporate purposes.

· Unconsolidated Real Estate Ventures.  During 2018,191 IV CUBE LLC, an unconsolidated real estate venture in which we own a 20% interest, acquired 12 stores for an aggregate purchase price of $129.4 million, of which we contributed $14.1

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million. The acquired stores were located in Arizona (2), Connecticut (2), Florida (3), Georgia (2), Maryland (1), and Texas (2).

Business Strategy

Our business strategy consists of several elements:

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

· Acquire stores within targeted markets — During 2019, we intend to pursue selective acquisitions in markets that we believe have high barriers to entry, strong demographic fundamentals, and demand for storage in excess of storage capacity.  We believe the self-storage industry will continue to afford us opportunities for growth through acquisitions due to the highly fragmented composition of the industry.  In the past, we have formed joint ventures with unaffiliated third parties, and in the future we may form additional joint ventures to facilitate the funding of future developments or acquisitions.

· Dispose of stores — During 2019, we intend to continue to evaluate opportunities to dispose of assets that have unattractive risk adjusted returns.  We intend to use proceeds from these transactions to fund acquisitions within targeted markets.

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

Investment and Market Selection Process

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

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

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

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

Segment

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

Concentration

Our self-storage properties are located in major metropolitan areas as well as suburban areas and have numerous customers per store.  No single customer represented a significant concentration of our 2018 revenues. Our stores in Florida, New York, Texas, and California provided approximately 17%, 16%, 10% and 8%, respectively, of our total revenues for each of the years ended December 31, 2018, 2017 and 2016.

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Seasonality

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

Financing Strategy

We maintain a capital structure that we believe is reasonable and prudent and that will enable us to have ample cash flow to cover debt service and make distributions to our shareholders.  As of December 31, 2018, our debt to total capitalization ratio (determined by dividing the carrying value of our total indebtedness by the sum of (a) the market value of the Parent Company’s outstanding common shares and units of the Operating Partnership held by third parties and (b) the carrying value of our total indebtedness) was approximately 24.4% compared to approximately 23.5% as of December 31, 2017.  Our ratio of debt to the undepreciated cost of our total assets as of December 31, 2018 was approximately 37.9% compared to approximately 38.0% as of December 31, 2017.  We expect to finance additional investments in self-storage properties through the most attractive sources of capital available at the time of the transaction, in a manner consistent with maintaining a strong financial position and future financial flexibility, subject to limitations on incurrence of indebtedness in our unsecured credit facilities and the indenture that governs our unsecured notes.  These capital sources may include existing cash, borrowings under the revolving portion of our credit facility, additional secured or unsecured financings, sales of common or preferred shares of the Parent Company in public offerings or private placements, additional issuances of debt securities, issuances of common or preferred units in our Operating Partnership in exchange for contributed properties, and formations of joint ventures.  We also may sell stores that have unattractive risk adjusted returns and use the sales proceeds to fund other acquisitions.

Competition

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

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

Government Regulation

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

Under the Americans with Disabilities Act of 1990 and applicable state accessibility act laws (collectively, the “ADA”), all places of public accommodation are required to meet federal requirements related to physical access and use by disabled persons.  A number of other federal, state, and local laws may also impose access and other similar requirements at our stores.  A failure to comply with the ADA or similar state or local requirements could result in the governmental imposition of fines or the award of damages to private litigants affected by the noncompliance.  Although we believe that our stores comply in all material respects with these requirements (or would be eligible for applicable exemptions from material requirements because of adaptive assistance provided), a determination that one or more of our stores or websites is not in compliance with the ADA or similar state or local requirements would result in the incurrence of additional costs associated with bringing them into compliance.

Under various federal, state, and local laws, ordinances and regulations, an owner or operator of real property may become liable for the costs of removal or remediation of hazardous substances released on or in its property.  These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances.  The presence of hazardous substances, or the failure to properly remediate such substances, when released, may adversely affect the property owner’s

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ability to sell the real estate or to borrow using the real estate as collateral, and may cause the property owner to incur substantial remediation costs.  In addition to claims for cleanup costs, the presence of hazardous substances on a property could result in a claim by a private party for personal injury or a claim by an adjacent property owner or user for property damage.  We may also become liable for the costs of removal or remediation of hazardous substances stored at the properties by a customer even though storage of hazardous substances would be without our knowledge or approval and in violation of the customer’s storage lease agreement with us.

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

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

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

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

Insurance

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

Offices

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

Employees

As of December 31, 2018, we employed 2,815 employees, of whom 330 were corporate executive and administrative personnel and 2,485 were property-level personnel.  We believe that our relations with our employees are good.  Our employees are not unionized.

Available Information

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

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

ITEM 1A.  RISK FACTORS

Overview

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

Risks Related to our Business and Operations

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

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

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

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

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

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

We are susceptible to adverse developments in the markets in which we operate, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics, and other factors.  Our stores in Florida, New York, Texas, and California accounted for approximately 17%, 16%, 10% and 8%, respectively, of our total 2018 revenues.  As a result of this geographic concentration of our stores, we are particularly susceptible to adverse market conditions in these areas.  Any adverse economic or real estate developments in these markets, or in any of the other markets in which we operate, or any decrease in demand for self-storage space resulting from the local business climate, could adversely affect our rental revenues, which could impair our ability to satisfy our debt service obligations and pay distributions to our shareholders.

We face risks associated with property acquisitions.

We intend to continue to acquire individual and portfolios of self-storage properties. The purchase agreements that we enter into in connection with acquisitions typically contain closing conditions that need to be satisfied before the acquisitions can be consummated. The satisfaction of many of these conditions is outside of our control, and we therefore cannot assure that any of our pending or future acquisitions will be consummated. These conditions include, among other things, satisfactory examination of the title to the properties, the ability to obtain title insurance and customary closing conditions.  Moreover, in the event we are unable to complete pending or future

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acquisitions, we may have incurred significant legal, accounting, and other transaction costs in connection with such acquisitions without realizing the expected benefits.

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

· acquisitions may fail to perform as expected;

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

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

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

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

In addition, we often do not obtain third-party appraisals of acquired properties and instead rely on value determinations by our senior management.

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

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

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

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

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

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

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

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

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

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

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

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

We may incur impairment charges.

We evaluate on a quarterly basis our real estate portfolio for indicators of impairment. Impairment charges reflect management’s judgment of the probability and severity of the decline in the value of real estate assets we own. These charges and provisions may be required in the future as a result of factors beyond our control, including, among other things, changes in the economic environment and market conditions affecting the value of real property assets or natural or man-made disasters. If we are required to take impairment charges, our results of operations will be adversely impacted.

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

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

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

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

· the operational and financial performance of our stores;

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

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

· maintenance of our REIT status;

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

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

· other risk factors described in this Report.

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.

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

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

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

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

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

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

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

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

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

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

There are other commercial parties, at both a local and national level, that may assert that our use of our brand names and other intellectual property conflict with their rights to use brand names, internet domains, and other intellectual property that they consider to be

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similar to ours.  Any such commercial dispute and related resolution would involve all of the risks described above, including, in particular, our agreement to restrict the use of our brand name or other intellectual property.

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

Legislative actions and changes may cause our general and administrative costs and compliance costs to increase.

In order to comply with laws adopted by federal, state or local government or regulatory bodies, we may be required to increase our expenditures and hire additional personnel and additional outside legal, accounting and advisory services, all of which may cause our general and administrative and compliance costs to increase.  Significant workforce-related legislative changes could increase our expenses and adversely affect our operations.  Examples of possible workforce-related legislative changes include changes to an employer's obligation to recognize collective bargaining units, the process by which collective bargaining agreements are negotiated or imposed, minimum wage requirements, and health care and medical and family leave mandates.  In addition, changes in the regulatory environment affecting health care reimbursements, and increased compliance costs related to enforcement of federal and state wage and hour statutes and common law related to overtime, among others, could cause our expenses to increase without an ability to pass through any increased expenses through higher prices. 

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

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

Our insurance coverage may not comply with certain loan requirements.

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

Potential liability for environmental contamination could result in substantial costs.

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

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

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

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

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

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

Personal privacy has become a significant issue in the jurisdictions in which we operate.  Many jurisdictions in which we operate, including California, have imposed restrictions and requirements on the use of personal information by those collecting such information.  The regulatory framework for privacy issues is rapidly evolving and future enactment of more restrictive laws, rules, or regulations and/or future enforcement actions or investigations could have a materially adverse impact on us through increased costs or restrictions on our business.  Failure to comply with such laws and regulations could result in consent orders or regulatory penalties and significant legal liability, including fines, which could damage our reputation and have an adverse effect on our results of operations or financial condition.

We face system security risks as we depend upon automated processes and the Internet and we could damage our reputation, incur substantial additional costs and become subject to litigation if our systems are penetrated.

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

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

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

Terrorist attacks against our stores, the United States or our interests, may negatively impact our operations and the value of our securities.  Attacks or armed conflicts could negatively impact the demand for self-storage and increase the cost of insurance coverage for

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our stores, which could reduce our profitability and cash flow.  Furthermore, any terrorist attacks or armed conflicts could result in increased volatility in or damage to the United States and worldwide financial markets and economy.

Risks Related to the Real Estate Industry

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

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

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

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

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

· inability to collect rent from customers;

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

· changes in interest rates and availability of financing;

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

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

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

· the relative illiquidity of real estate investments.

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

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

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

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

Real estate property investments generally cannot be sold quickly.  Also, the tax laws applicable to REITs require that we hold our properties for investment, rather than for sale in the ordinary course of business, which may cause us to forgo or defer sales of properties

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that otherwise would be in our best interest.  Therefore, we may not be able to dispose of properties promptly, or on favorable terms, in response to economic or other market conditions, which may adversely affect our financial position.

Risks Related to our Qualification and Operation as a REIT

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

We operate our business to qualify to be taxed as a REIT for federal income tax purposes.  We have not requested and do not plan to request a ruling from the IRS that we qualify as a REIT, and the statements in this Report are not binding on the IRS or any court.  As a REIT, we generally will not be subject to federal income tax on the income that we distribute currently to our shareholders.  Many of the REIT requirements, however, are highly technical and complex.  The determination that we are a REIT requires an analysis of various factual matters and circumstances that may not be totally within our control.  For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, such as rent, that are itemized in the REIT tax laws.  In addition, to qualify as a REIT, we cannot own specified amounts of debt and equity securities of some issuers.  We also are required to distribute to our shareholders with respect to each year at least 90% of our REIT taxable income, excluding net capital gains.  The fact that we hold substantially all of our assets through the Operating Partnership and its subsidiaries and joint ventures further complicates the application of the REIT requirements for us.  Even a technical or inadvertent mistake could jeopardize our REIT status, and, given the highly complex nature of the rules governing REITs and the ongoing importance of factual determinations, we cannot provide any assurance that we will continue to qualify as a REIT.  Changes to rules governing REITs were made by legislation commonly known as the Tax Cuts and Jobs Act (the “TCJA”) and the Protecting Americans From Tax Hikes Act of 2015, signed into law on December 22, 2017 and December 18, 2015, respectively, and Congress and the IRS might make further changes to the tax laws and regulations, and the courts might issue new rulings that make it more difficult, or impossible, for us to remain qualified as a REIT.  If we fail to qualify as a REIT for federal income tax purposes and are able to avail ourselves of one or more of the statutory savings provisions in order to maintain our REIT status, we would nevertheless be required to pay penalty taxes of $50,000 or more for each such failure.

If we fail to qualify as a REIT for federal income tax purposes, and are unable to avail ourselves of certain savings provisions set forth in the Internal Revenue Code, we would be subject to federal income tax at regular corporate rates on all of our income.  As a taxable corporation, we would not be allowed to take a deduction for distributions to shareholders in computing our taxable income or pass through long-term capital gains to individual shareholders at favorable rates.  For tax years beginning before January 1, 2018, we also could be subject to the federal alternative minimum tax and possibly increased state and local taxes.  We would not be able to elect to be taxed as a REIT for four years following the year we first failed to qualify unless the IRS were to grant us relief under certain statutory provisions.  If we failed to qualify as a REIT, we would have to pay significant income taxes, which would reduce our net earnings available for investment or distribution to our shareholders.  This likely would have a significant adverse effect on our earnings and likely would adversely affect the value of our securities. In addition, we would no longer be required to pay any distributions to shareholders.

Furthermore, we owned a subsidiary REIT (“PSI”) that was liquidated on December 31, 2018. Prior to liquidation, PSI was independently subject to, and was required to comply with, the same REIT requirements that we must satisfy in order to qualify as a REIT, together with all other rules applicable to REITs. If PSI failed to qualify as a REIT during our period of ownership, and certain statutory relief provisions do not apply, as a result of a protective election made jointly by PSI and CubeSmart, PSI will be taxed as a taxable REIT subsidiary. See the section entitled “Taxation of CubeSmart−Requirements for Qualification−Taxable REIT Subsidiaries” in Exhibit 99.1 for more information regarding taxable REIT subsidiaries.

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

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

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

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

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

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

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

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

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

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

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

The TCJA made significant changes to the U.S. federal income tax rules for taxation of individuals and corporations, generally effective for taxable years beginning after December 31, 2017. In addition to reducing corporate and non-corporate tax rates, the TCJA made changes to the number of provisions of the Code that may affect the taxation of REITs and their security holders. While the changes in the TCJA generally appear to be favorable with respect to REITs, certain changes to the U.S. federal income tax laws enacted by the TCJA could have a material and adverse effect on us. For example, certain changes in law pursuant to the TCJA could reduce the relative competitive advantage of operating as a REIT as compared with operating as a C corporation, including by:

· reducing the rate of tax applicable to individuals and C corporations, which could reduce the relative attractiveness of the generally single level of taxation on REIT distributions;

· permitting immediate expensing of capital expenditures, which could likewise reduce the relative attractiveness of the REIT taxation regime; and

· limiting the deductibility of interest expense, which could increase the distribution requirement of REITs.

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Most of the changes applicable to individuals are temporary and apply only to taxable years beginning after December 31, 2017 and before January 1, 2026. The TCJA made numerous large and small changes to the tax rules that do not affect REITs directly but may affect our shareholders and may indirectly affect us.

Moreover, Congressional leaders have recognized that the process of adopting extensive tax legislation in a short amount of time without hearings and substantial time for review is likely to have led to drafting errors, issues needing clarification and unintended consequences that will have to be reviewed in subsequent tax legislation. At this point, although certain additional guidance has been provided by Treasury and the IRS, it is not clear when Congress will address these issues or when the Internal Revenue Service will issue additional administrative guidance on the changes made in the TCJA.

Shareholders are urged to consult with their tax advisors with respect to the status of the TCJA and any other regulatory or administrative developments and proposals and their potential effect on investment in our capital stock.

Dividends paid by REITs do not qualify for the reduced tax rates provided under current law.

Dividends paid by REITs are generally not eligible for the reduced 15% maximum tax rate for dividends paid to individuals (20% for those with taxable income above certain thresholds that are adjusted annually under current law). The more favorable rates applicable to regular corporate dividends could cause shareholders who are individuals to perceive investments in REITs to be relatively less attractive than investments in the stock of non-REIT corporations that pay dividends to which more favorable rates apply, which could reduce the value of REIT stocks.

Legislation modifies the rules applicable to partnership tax audits.

The Bipartisan Budget Act of 2015, effective for taxable years beginning after December 31, 2017, requires our Operating Partnership and any subsidiary partnership to pay the hypothetical increase in partner-level taxes (including interest and penalties) resulting from an adjustment of partnership tax items on audit or in other tax proceedings, unless the partnership elects an alternative method under which the taxes resulting from the adjustment (and interest and penalties) are assessed at the partner level. Many uncertainties remain as to the application of these rules, including the application of the alternative method to partners that are REITs, and the impact they will have on us. However, it is possible that partnerships in which we invest may be subject to U.S. federal income tax, interest and penalties in the event of a U.S. federal income tax audit as a result of these law changes.

Risks Related to our Debt Financings

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

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

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

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

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

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

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

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

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

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

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

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

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

Changes in the method of determining LIBOR, or the replacement of LIBOR with an alternative reference rate, may adversely affect our financial results.

As of December 31, 2018, we had $495.5 million of debt outstanding that was indexed to the London Interbank Offered Rate (“LIBOR”). On July 27, 2017, the Financial Conduct Authority (“FCA”), which regulates LIBOR, announced its intention to phase out LIBOR rates by the end of 2021. It is not possible to predict the further effect of the FCA’s announcement, any changes in the methods by which LIBOR is determined, or any other reforms to LIBOR that may be enacted in the United Kingdom, the European Union or elsewhere. Such developments may cause LIBOR to perform differently than in the past, or cease to exist. In addition, any other legal or regulatory changes made by the FCA, ICE Benchmark Administration Limited, the European Money Markets Institute (formerly Euribor-EBF), the European Commission or any other successor governance or oversight body, or future changes adopted by such body, in the method by which LIBOR is determined or the transition from LIBOR to a successor benchmark may result in, among other things, a sudden or prolonged increase or decrease in LIBOR, a delay in the publication of LIBOR, and changes in the rules or methodologies in LIBOR, which may discourage market participants from continuing to administer or to participate in LIBOR’s determination, and, in certain situations, could result in LIBOR no longer being determined and published. If a published U.S. dollar LIBOR rate is unavailable

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after 2021, the interest rates on our debt which is indexed to LIBOR will be determined using alternative methods, which may result in interest obligations which are more than or do not otherwise correlate over time with the payments that would have been made on such debt if U.S. dollar LIBOR was available in its current form. Further, the same costs and risks that may lead to the unavailability of U.S. dollar LIBOR may make one or more of the alternative methods impossible or impracticable to determine. Any of these proposals or consequences could have a material adverse effect on our financing costs, and as a result, our financial condition, operating results and cash flows.

Risks Related to our Organization and Structure

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

Our executive team, including our named executive officers, has extensive self-storage, real estate, and public company experience. Our Chief Executive Officer, Chief Financial Officer, and Chief Legal Officer are parties to the Company’s executive severance plan, however, we cannot provide assurance that any of them will remain in our employment.  The loss of services of one or more members of our senior management team could adversely affect our operations and our future growth.

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

As of December 31, 2018, we had 2,485 property-level personnel involved in the management and operation of our stores.  The customer service, marketing skills, and knowledge of local market demand and competitive dynamics of our store managers are contributing factors to our ability to maximize our rental income and to achieve the highest sustainable rent levels at each of our stores.  We compete with various other companies in attracting and retaining qualified and skilled personnel. Competitive pressures may require that we enhance our pay and benefits package to compete effectively for such personnel.  If there is an increase in these costs or if we fail to attract and retain qualified and skilled personnel, our business and operating results could be adversely affected.

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

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

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

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

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

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

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

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

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

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

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

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

Risks Related to our Securities

Additional issuances of equity securities may be dilutive to shareholders.

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

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

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

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

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

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

· level of institutional investor interest in our securities;

· relatively low trading volumes in securities of REITs;

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· our results of operations and financial condition;

· investor confidence in the stock market generally; and

· additions and departures of key personnel.

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

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

The market price of our common shares has been subject to significant fluctuation and may continue to fluctuate or decline.  Between January 1, 2016 and December 31, 2018, the closing price per share of our common shares has ranged from a high of $33.30 (on March 31, 2016) to a low of $22.94 (on July 10, 2017).  In the past several years, REIT securities have experienced high levels of volatility and significant increases in value from their historic lows.

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

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

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ITEM 2.  PROPERTIES

As of December 31, 2018, we owned 493 self-storage properties that contain approximately 34.6 million rentable square feet and are located in 23 states and the District of Columbia.  The following table sets forth summary information regarding our stores by state as of December 31, 2018.

			Total	% of Total
	Number of		Rentable	Rentable		Period-end
State	Stores	Cubes	Square Feet	Square Feet		Occupancy
Florida	80	58,210	5,972,181	17.2	%	89.4	%
Texas	66	39,407	4,637,296	13.4	%	88.3	%
New York	47	62,686	3,576,590	10.3	%	81.3	%
California	42	28,596	3,052,908	8.8	%	89.1	%
Illinois	42	25,271	2,695,599	7.8	%	89.7	%
Arizona	31	17,608	1,893,512	5.5	%	92.3	%
New Jersey	25	16,878	1,700,724	4.9	%	92.0	%
Maryland	16	13,034	1,320,367	3.8	%	91.3	%
Georgia	18	11,072	1,317,737	3.8	%	91.3	%
Ohio	20	11,127	1,290,003	3.7	%	89.9	%
Connecticut	22	10,682	1,178,620	3.4	%	91.5	%
Virginia	10	7,889	788,260	2.3	%	90.5	%
North Carolina	10	6,279	722,500	2.1	%	87.4	%
Colorado	11	6,019	697,299	2.0	%	89.2	%
Massachusetts	11	7,242	668,883	1.9	%	89.5	%
Nevada	8	5,131	642,342	1.9	%	93.0	%
Tennessee	7	4,450	618,060	1.8	%	90.8	%
Pennsylvania	9	6,034	608,866	1.8	%	91.4	%
Washington D.C.	5	5,301	410,075	1.2	%	76.9	%
Utah	4	2,306	239,398	0.7	%	89.1	%
Rhode Island	4	1,978	237,195	0.7	%	91.5	%
New Mexico	3	1,676	182,261	0.5	%	92.8	%
Minnesota	1	1,026	100,928	0.3	%	93.2	%
Indiana	1	577	67,604	0.2	%	93.4	%
Total/Weighted Average	493	350,479	34,619,208	100.0	%	89.0	%

We have grown by adding stores to our portfolio through acquisitions and development. The tables set forth below show the average occupancy, annual rent per occupied square foot, and total revenues for our stores owned as of December 31, 2018, and for each of the previous three years, grouped by the year during which we first owned or operated the store.

Stores by Year Acquired - Average Occupancy

		Rentable	Average Occupancy
Year Acquired (1)	# of Stores	Square Feet	2018		2017		2016
2015 and earlier	443	30,419,868	92.5	%	92.6	%	91.9	%
2016	30	2,442,005	85.5	%	79.9	%	67.8	%
2017	9	763,343	45.9	%	39.1	%	—
2018	11	993,992	56.7	%	—		—
All Stores Owned as of December 31, 2018	493	34,619,208	90.5	%	91.2	%	90.7	%

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

		Rent per Square Foot
Year Acquired (1)	# of Stores	2018		2017		2016
2015 and earlier	443	$	17.52	$	16.92	$	16.24
2016	30		16.14		15.36		15.24
2017	9		19.99		19.11		—
2018	11		24.76		—		—
All Stores Owned as of December 31, 2018	493	$	17.58	$	16.84	$	16.18

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

		Total Revenues
Year Acquired (1)	# of Stores	2018		2017		2016
2015 and earlier	443	$	522,579	$	504,521	$	479,029
2016	30		35,593		31,391		16,005
2017	9		7,563		2,102		—
2018	11		4,137		—		—
All Stores Owned as of December 31, 2018	493	$	569,872	$	538,014	$	495,034

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

(2) Determined by dividing the aggregate rental revenue for each twelve-month period by the average of the month-end occupied square feet for the period.   Rental revenue includes the impact of promotional discounts, which reduce rental income over the promotional period, of $19.9 million, $18.2 million, and $17.4 million for the periods ended December 31, 2018, 2017 and 2016, respectively.

Unconsolidated Real Estate Ventures

As of December 31, 2018, we held common ownership interests ranging from 10% to 50% in four unconsolidated real estate ventures for an aggregate investment balance of $95.8 million. We formed interests in these real estate ventures with unaffiliated third parties to acquire, own, and operate self-storage properties in select markets. As of December 31, 2018, these four unconsolidated real estate ventures owned 129 self-storage properties that contain an aggregate of approximately 7.7 million net rentable square feet. The self-storage properties owned by these four real estate ventures are managed by us and are located in Texas (37), South Carolina (22), Michigan (17), Massachusetts (13), Tennessee (10), Georgia (7), Florida (6), Connecticut (5), North Carolina (5), Arizona (2), Rhode Island (2), Vermont (2), and Maryland (1).

On September 5, 2018, we invested $5.0 million in exchange for 100% of the Class A Preferred Units of Capital Storage Partners, LLC (“Capital Storage”), a newly formed venture that acquired 22 self-storage properties that contain an aggregate of approximately 1.3 million net rentable square feet. The stores owned by Capital Storage are located in Florida (4), Oklahoma (5), and Texas (13). The Class A Preferred Units earn an 11% cumulative dividend prior to any other distributions.

Each of these ventures has assets and liabilities that we do not consolidate in our financial statements.

We account for our investments in real estate ventures using the equity method when it is determined that we have the ability to exercise significant influence over the venture. See note 5 to the consolidated financial statements for further disclosure regarding the assets, liabilities, and operating results of our unconsolidated real estate ventures which we account for using the equity method of accounting.

Capital Expenditures

We have a capital improvement program that includes office upgrades, adding climate control to selected cubes, construction of parking areas, and other store upgrades.  For 2019, we anticipate spending approximately $5.0 million to $10.0 million associated with these capital expenditures. For 2019, we also anticipate spending approximately $10.0 million to $15.0 million on recurring capital expenditures and approximately $30.0 million to $45.0 million on the development of new self-storage properties. 

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ITEM 3.  LEGAL PROCEEDINGS

To our knowledge, no legal proceedings are pending against us, other than routine actions and administrative proceedings, and other actions not deemed material, and which, in the aggregate, are not expected to have a material adverse effect on our financial condition, results of operations, or cash flows.

ITEM 4.  MINING SAFETY DISCLOSURES

Not applicable.

PART II

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

Repurchase of Parent Company Common and Preferred Shares

The following table provides information about repurchases of the Parent Company’s common and preferred shares during the three months ended December 31, 2018:

	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
October 1 - October 31	147	$	28.00	N/A	3,000,000
November 1 - November 30	37	$	30.33	N/A	3,000,000
December 1 - December 31	232	$	30.67	N/A	3,000,000
Total	416	$	29.70	N/A	3,000,000

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

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

Market Information for and Holders of Record of Common Shares

As of December 31, 2018, there were approximately 131 registered record holders of the Parent Company’s common shares and 13 holders (other than the Parent Company) of the Operating Partnership’s common units.  These amounts do not include common shares held by brokers and other institutions on behalf of shareholders.  The Parent Company’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol CUBE.  There is no established trading market for units of the Operating Partnership. 

Since our initial quarter as a publicly-traded REIT, we have made regular quarterly distributions to our shareholders.  Distributions to shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital.  Annually, we provide each of the Parent Company’s common shareholders a statement detailing the tax characterization of dividends paid during the preceding year as ordinary income, capital gain, or return of capital.  The characterization of the Parent Company’s dividends for 2018 consisted of a 78.190% ordinary income distribution, a 13.653% capital gain distribution, and an 8.157% return of capital distribution from earnings and profits.

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

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

Recent Sales of Unregistered Equity Securities and Use of Proceeds

Recent Sales of Operating Partnership Unregistered Equity Securities

As previously disclosed, on December 7, 2017, the Operating Partnership entered into an agreement to acquire a self-storage property located in Texas for $12.2 million, and agreed to fund a portion of the acquisition price in the form of common units, designated Class B Units.  On January 31, 2018, the Operating Partnership closed on the acquisition and funded approximately $4.8 million of the acquisition price through the issuance of 168,011 common units.  Following a 13-month lock-up period, the holder may tender the common units for redemption by the Operating Partnership for a cash amount per common unit equal to the market value of an equivalent number of common shares of the Company.  The Company has the right, but not the obligation, to assume and satisfy the redemption obligation of the Operating Partnership by issuing one common share in exchange for each common unit tendered for redemption.  The common units were sold to a single accredited investor unaffiliated with the Company in a private placement transaction exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) of such Act.

Securities Authorized Under Equity Compensation Plans

Other information about our equity compensation plans is incorporated herein by reference to Part III, Item 12 of this Annual Report on Form 10-K.

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Share Performance Graph

The SEC requires us to present a chart comparing the cumulative total shareholder return, assuming reinvestment of dividends, on our common shares with the cumulative total shareholder return of (i) a broad equity index and (ii) a published industry or peer group index. The following chart compares the yearly cumulative total shareholder return for our common shares with the cumulative shareholder return of companies on (i) the S&P 500 Index, (ii) the Russell 2000 Index and (iii) the NAREIT All Equity REIT Index as provided by NAREIT for the period beginning December 31, 2013 and ending December 31, 2018.

	Period Ending
Index	12/31/2013	12/31/2014	12/31/2015	12/31/2016	12/31/2017	12/31/2018
CubeSmart	100.00	142.54	203.01	183.03	206.31	213.29
S&P 500 Index	100.00	113.69	115.26	129.05	157.22	150.33
Russell 2000 Index	100.00	104.89	100.26	121.63	139.44	124.09
NAREIT All Equity REIT Index	100.00	128.03	131.64	143.00	155.41	149.12

ITEM 6.  SELECTED FINANCIAL DATA

CUBESMART

The following table sets forth selected financial and operating data on a historical consolidated basis for the Parent Company.  The selected historical financial data as of and for each of the years in the five-year period ended December 31, 2018 are derived from the Parent Company’s consolidated financial statements, which financial statements have been audited by KPMG LLP, an independent registered public accounting firm.  The consolidated financial statements as of December 31, 2018 and 2017, and for each of the years in the three-year period ended December 31, 2018, and the report thereon, are included herein.  The selected data should be read in conjunction with the consolidated financial statements for the year ended December 31, 2018, the related notes, and the independent registered public accounting firm’s report. The other data presented below is not derived from the audited financial statements included herein.

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

	For the year ended December 31,
	2018		2017		2016		2015		2014
	(in thousands, except per share data)
REVENUES
Rental income	$	517,535	$	489,043	$	449,601	$	392,476	$	330,898
Other property related income		60,156		55,001		50,255		45,189		40,065
Property management fee income		20,253		14,899		10,183		6,856		6,000
Total revenues		597,944		558,943		510,039		444,521		376,963
OPERATING EXPENSES
Property operating expenses		196,866		181,508		165,847		153,172		132,701
Depreciation and amortization		143,350		145,681		161,865		151,789		126,813
General and administrative		37,712		34,745		32,823		28,371		28,422
Acquisition related costs		—		1,294		6,552		3,301		7,484
Total operating expenses		377,928		363,228		367,087		336,633		295,420
OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans		(62,132)		(56,952)		(50,399)		(43,736)		(46,802)
Loan procurement amortization expense		(2,313)		(2,638)		(2,577)		(2,324)		(2,190)
Equity in losses of real estate ventures		(865)		(1,386)		(2,662)		(411)		(6,255)
Gains from sale of real estate, net		10,576		—		—		17,567		475
Other		206		872		1,062		(228)		(405)
Total other expense		(54,528)		(60,104)		(54,576)		(29,132)		(55,177)
INCOME FROM CONTINUING OPERATIONS		165,488		135,611		88,376		78,756		26,366
DISCONTINUED OPERATIONS
Income from discontinued operations		—		—		—		—		336
Total discontinued operations		—		—		—		—		336
NET INCOME		165,488		135,611		88,376		78,756		26,702
NET (INCOME) LOSS ATTRIBUTABLE TO
NONCONTROLLING INTERESTS
Noncontrolling interests in the Operating Partnership		(1,820)		(1,593)		(941)		(960)		(307)
Noncontrolling interest in subsidiaries		221		270		470		(84)		(16)
NET INCOME ATTRIBUTABLE TO THE COMPANY		163,889		134,288		87,905		77,712		26,379
Distribution to preferred shareholders		—		—		(5,045)		(6,008)		(6,008)
Preferred share redemption charge		—		—		(2,937)		—		—
NET INCOME ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS	$	163,889	$	134,288	$	79,923	$	71,704	$	20,371
Basic earnings per share from continuing operations attributable to common shareholders	$	0.89	$	0.74	$	0.45	$	0.43	$	0.13
Basic earnings per share from discontinued operations attributable to common shareholders	$	—	$	—	$	—	$	—	$	0.01
Basic earnings per share attributable to common shareholders	$	0.89	$	0.74	$	0.45	$	0.43	$	0.14
Diluted earnings per share from continuing operations attributable to common shareholders	$	0.88	$	0.74	$	0.45	$	0.42	$	0.13
Diluted earnings per share from discontinued operations attributable to common shareholders	$	—	$	—	$	—	$	—	$	0.01
Diluted earnings per share attributable to common shareholders	$	0.88	$	0.74	$	0.45	$	0.42	$	0.14
Weighted-average basic shares outstanding (1)		184,653		180,525		178,246		168,640		149,107
Weighted-average diluted shares outstanding (1)		185,495		181,448		179,533		170,191		150,863
AMOUNTS ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS:
Income from continuing operations	$	163,889	$	134,288	$	79,923	$	71,704	$	20,040
Total discontinued operations		—		—		—		—		331
Net income	$	163,889	$	134,288	$	79,923	$	71,704	$	20,371

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	At December 31,
	2018			2017			2016			2015			2014
Balance Sheet Data (in thousands):
Storage properties, net	$	3,600,968		$	3,408,790		$	3,326,816		$	2,872,983		$	2,625,129
Total assets		3,752,972			3,545,336			3,475,028			3,104,164			2,776,906
Unsecured senior notes, net		1,143,524			1,142,460			1,039,076			741,904			493,957
Revolving credit facility		195,525			81,700			43,300			—			78,000
Unsecured term loans, net		299,799			299,396			398,749			398,183			397,617
Mortgage loans and notes payable, net		108,246			111,434			114,618			111,455			194,844
Total liabilities		1,980,704			1,855,646			1,759,384			1,393,183			1,277,465
Noncontrolling interests in the Operating Partnership		55,819			54,320			54,407			66,128			49,823
Total CubeSmart shareholders' equity		1,709,678			1,629,134			1,655,382			1,643,327			1,448,026
Noncontrolling interests in subsidiaries		6,771			6,236			5,855			1,526			1,592
Total liabilities and equity		3,752,972			3,545,336			3,475,028			3,104,164			2,776,906
Other Data:
Number of stores		493			484			475			445			421
Total rentable square feet (in thousands)		34,619			33,760			32,858			30,361			28,622
Occupancy percentage		89.0	%		89.2	%		89.7	%		90.2	%		89.1	%
Cash dividends declared per common share (2)	$	1.22		$	1.11		$	0.90		$	0.69		$	0.55

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

(2) We announced full quarterly dividends of $0.13 and $0.484 per common and preferred shares, respectively, on February 25, 2014, May 28, 2014, and August 5, 2014; dividends of $0.16 and $0.484 per common and preferred shares, respectively, on December 16, 2014, February 24, 2015, May 27, 2015, and August 4, 2015; dividends of $0.21 and $0.484 per common and preferred shares, respectively, on December 10, 2015, February 16, 2016, June 1, 2016, and August 2, 2016; dividends of $0.174 per preferred share on September 2, 2016; dividends of $0.27 per common share on December 15, 2016, February 14, 2017, May 31, 2017, and July 25, 2017; dividends of $0.30 per common share on December 14, 2017, February 13, 2018, May 30, 2018, and August 7, 2018; and dividends of $0.32 per common share on December 13, 2018.

CUBESMART, L.P.

The following table sets forth selected financial and operating data on a historical consolidated basis for the Operating Partnership.  The selected historical financial data as of and for each of the years in the five-year period ended December 31, 2018 are derived from the Operating Partnership’s consolidated financial statements, which financial statements have been audited by KPMG LLP, an independent registered public accounting firm.  The consolidated financial statements as of December 31, 2018 and 2017, and for each of the years in the three-year period ended December 31, 2018, and the report thereon, are included herein.  The selected data should be read in conjunction with the consolidated financial statements for the year ended December 31, 2018, the related notes, and the independent registered public accounting firm’s report. The other data presented below is not derived from the audited financial statements included herein.

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

	For the year ended December 31,
	2018		2017		2016		2015		2014
	(in thousands, except per unit data)
REVENUES
Rental income	$	517,535	$	489,043	$	449,601	$	392,476	$	330,898
Other property related income		60,156		55,001		50,255		45,189		40,065
Property management fee income		20,253		14,899		10,183		6,856		6,000
Total revenues		597,944		558,943		510,039		444,521		376,963
OPERATING EXPENSES
Property operating expenses		196,866		181,508		165,847		153,172		132,701
Depreciation and amortization		143,350		145,681		161,865		151,789		126,813
General and administrative		37,712		34,745		32,823		28,371		28,422
Acquisition related costs		—		1,294		6,552		3,301		7,484
Total operating expenses		377,928		363,228		367,087		336,633		295,420
OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans		(62,132)		(56,952)		(50,399)		(43,736)		(46,802)
Loan procurement amortization expense		(2,313)		(2,638)		(2,577)		(2,324)		(2,190)
Equity in losses of real estate ventures		(865)		(1,386)		(2,662)		(411)		(6,255)
Gains from sale of real estate, net		10,576		—		—		17,567		475
Other		206		872		1,062		(228)		(405)
Total other expense		(54,528)		(60,104)		(54,576)		(29,132)		(55,177)
INCOME FROM CONTINUING OPERATIONS		165,488		135,611		88,376		78,756		26,366
DISCONTINUED OPERATIONS
Income from discontinued operations		—		—		—		—		336
Total discontinued operations		—		—		—		—		336
NET INCOME		165,488		135,611		88,376		78,756		26,702
NET LOSS (INCOME) ATTRIBUTABLE TO
NONCONTROLLING INTERESTS
Noncontrolling interest in subsidiaries		221		270		470		(84)		(16)
NET INCOME ATTRIBUTABLE TO CUBESMART L.P.		165,709		135,881		88,846		78,672		26,686
Operating Partnership interests of third parties		(1,820)		(1,593)		(941)		(960)		(307)
NET INCOME ATTRIBUTABLE TO OPERATING PARTNER		163,889		134,288		87,905		77,712		26,379
Distribution to preferred unitholders		—		—		(5,045)		(6,008)		(6,008)
Preferred unit redemption charge		—		—		(2,937)		—		—
NET INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS	$	163,889	$	134,288	$	79,923	$	71,704	$	20,371
Basic earnings per unit from continuing operations attributable to common unitholders	$	0.89	$	0.74	$	0.45	$	0.43	$	0.13
Basic earnings per unit from discontinued operations attributable to common unitholders	$	—	$	—	$	—	$	—	$	0.01
Basic earnings per unit attributable to common unitholders	$	0.89	$	0.74	$	0.45	$	0.43	$	0.14
Diluted earnings per unit from continuing operations attributable to common unitholders	$	0.88	$	0.74	$	0.45	$	0.42	$	0.13
Diluted earnings per unit from discontinued operations attributable to common unitholders	$	—	$	—	$	—	$	—	$	0.01
Diluted earnings per unit attributable to common unitholders	$	0.88	$	0.74	$	0.45	$	0.42	$	0.14
Weighted-average basic units outstanding (1)		184,653		180,525		178,246		168,640		149,107
Weighted-average diluted units outstanding (1)		185,495		181,448		179,533		170,191		150,863
AMOUNTS ATTRIBUTABLE TO COMMON UNITHOLDERS:
Income from continuing operations	$	163,889	$	134,288	$	79,923	$	71,704	$	20,040
Total discontinued operations		—		—		—		—		331
Net income	$	163,889	$	134,288	$	79,923	$	71,704	$	20,371

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	At December 31,
	2018			2017			2016			2015			2014
Balance Sheet Data (in thousands):
Storage properties, net	$	3,600,968		$	3,408,790		$	3,326,816		$	2,872,983		$	2,625,129
Total assets		3,752,972			3,545,336			3,475,028			3,104,164			2,776,906
Unsecured senior notes, net		1,143,524			1,142,460			1,039,076			741,904			493,957
Revolving credit facility		195,525			81,700			43,300			—			78,000
Unsecured term loans, net		299,799			299,396			398,749			398,183			397,617
Mortgage loans and notes payable, net		108,246			111,434			114,618			111,455			194,844
Total liabilities		1,980,704			1,855,646			1,759,384			1,393,183			1,277,465
Operating Partnership interests of third parties		55,819			54,320			54,407			66,128			49,823
Total CubeSmart L.P. Capital		1,709,678			1,629,134			1,655,382			1,643,327			1,448,026
Noncontrolling interests in subsidiaries		6,771			6,236			5,855			1,526			1,592
Total liabilities and capital		3,752,972			3,545,336			3,475,028			3,104,164			2,776,906
Other Data:
Number of stores		493			484			475			445			421
Total rentable square feet (in thousands)		34,619			33,760			32,858			30,361			28,622
Occupancy percentage		89.0	%		89.2	%		89.7	%		90.2	%		89.1	%
Cash dividends declared per common unit (2)	$	1.22		$	1.11		$	0.90		$	0.69		$	0.55

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

(2) We announced full quarterly dividends of $0.13 and $0.484 per common and preferred units, respectively, on February 25, 2014, May 28, 2014, and August 5, 2014; dividends of $0.16 and $0.484 per common and preferred units, respectively, on December 16, 2014, February 24, 2015, May 27, 2015, and August 4, 2015; dividends of $0.21 and $0.484 per common and preferred units, respectively, on December 10, 2015, February 16, 2016, June 1, 2016, and August 2, 2016; dividends of $0.174 per preferred unit on September 2, 2016; dividends of $0.27 per common unit on December 15, 2016, February 14, 2017, May 31, 2017, and July 25, 2017; dividends of $0.30 per common unit on December 14, 2017, February 13, 2018, May 30, 2018, and August 7, 2018; and dividends of $0.32 per common share on December 13, 2018.

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

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

Overview

We are an integrated self-storage real estate company, and as such we have in-house capabilities in the operation, design, development, leasing, management, and acquisition of self-storage properties.  The Parent Company’s operations are conducted solely through the Operating Partnership and its subsidiaries.  The Parent Company has elected to be taxed as a REIT for U.S. federal income tax purposes.  As of December 31, 2018 and December 31, 2017, we owned 493 and 484 self-storage properties, respectively, totaling approximately 34.6 million and 33.8 million rentable square feet, respectively.  As of December 31, 2018, we owned stores in the District of Columbia and the following 23 states:  Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, Tennessee, Texas, Utah, and Virginia.  In addition, as of December 31, 2018, we managed 593 stores for third parties (including 151 stores containing an aggregate of approximately 9.0 million net rentable square feet as part of five separate unconsolidated real estate ventures), bringing the total number of stores we owned and/or managed to 1,086.  As of December 31, 2018, we managed stores for third parties in the District of Columbia and the following 34 states:  Alabama, Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Missouri, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, and Wisconsin.

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

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

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

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

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

Our self-storage properties are located in major metropolitan and suburban areas and have numerous customers per store.  No single customer represents a significant concentration of our revenues.  Our stores in Florida, New York, Texas, and California provided approximately 17%, 16%, 10%, and 8%, respectively, of total revenues for the year ended December 31, 2018.

Summary of Critical Accounting Policies and Estimates

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

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notes to our consolidated financial statements (see note 2 to the consolidated financial statements).  These policies require the application of judgment and assumptions by management and, as a result, are subject to a degree of uncertainty.  Due to this uncertainty, actual results could differ materially from estimates calculated and utilized by management.

Basis of Presentation

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

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

Self-Storage Properties

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

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

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

Long-lived assets classified as “held for use” are reviewed for impairment when events and circumstances such as declines in occupancy and operating results indicate that there may be an impairment.  The carrying value of these long-lived assets is compared to the undiscounted future net operating cash flows, plus a terminal value, attributable to the assets to determine if the store’s basis is recoverable.  If a store’s basis is not considered recoverable, an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value.  The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset.  There were no impairment losses recognized in accordance with these procedures during the years ended December 31, 2018, 2017, and 2016.

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

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

36

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

Revenue Recognition

Management has determined that all our leases with customers are operating leases.  Rental income is recognized in accordance with the terms of the leases, which generally are month to month.  Property management fee income is recognized monthly as services are performed and in accordance with the terms of the related management agreements.

The Company recognizes gains from sale of real estate in accordance with the guidance on transfer of nonfinancial assets. Payments received from purchasers prior to closing are recorded as deposits.  Profit on real estate sold is recognized when a valid contract exists, the collectability of the sales price is reasonably assured and the control of the property has transferred.

Noncontrolling Interests

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

Investments in Unconsolidated Real Estate Ventures

The Company accounts for its investments in unconsolidated real estate ventures under the equity method of accounting when it is determined that the Company has the ability to exercise significant influence over the venture.  Under the equity method, investments in unconsolidated real estate ventures are recorded initially at cost, as investments in real estate entities, and subsequently adjusted for equity in earnings (losses), cash contributions, less distributions and impairments. On a periodic basis, management also assesses whether there are any indicators that the carrying value of the Company’s investments in unconsolidated real estate entities may be other than temporarily impaired. An investment is impaired only if the fair value of the investment, as estimated by management, is less than the carrying value of the investment and the decline is other than temporary. To the extent impairment that is other than temporary has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the fair value of the investment, as estimated by management. Fair value is determined through various valuation techniques, including but not limited to, discounted cash flow models, quoted market values, and third party appraisals. There were no impairment losses related to the Company’s investments in unconsolidated real estate ventures recognized during the years ended December 31, 2018, 2017 and 2016.

Income Taxes

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

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

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

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Recent Accounting Pronouncements

   In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-12 – Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The transition guidance provides companies with the option of early adopting the new standard using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. This adoption method will require the Company to recognize the cumulative effect of initially applying the new guidance as an adjustment to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that the Company adopts the update. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In February 2017, as part of the new revenue standard, the FASB issued ASU No. 2017-05 – Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance, which focuses on recognizing gains and losses from the transfer of nonfinancial assets in contracts with non-customers. Specifically, the new guidance defines “in substance nonfinancial asset”, unifies guidance related to partial sales of nonfinancial assets, eliminates rules specifically addressing sales of real estate, removes exceptions to the financial asset derecognition model, and clarifies the accounting for contributions of nonfinancial assets to joint ventures. The new guidance became effective on January 1, 2018 when the Company adopted the new revenue standard. Upon adoption, the majority of the Company’s sale transactions are now treated as dispositions of nonfinancial assets rather than dispositions of a business given the FASB’s recently revised definition of a business (see ASU No. 2017-01 below). Additionally, in partial sale transactions where the Company sells a controlling interest in real estate but retains a noncontrolling interest, the Company will now fully recognize a gain or loss on the fair value measurement of the retained interest as the new guidance eliminates the partial profit recognition model. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations.

In January 2017, the FASB issued ASU No. 2017-01 - Business Combinations (Topic 805): Clarifying the Definition of a Business, which changes the definition of a business to include an input and a substantive process that together significantly contribute to the ability to create outputs. A framework is provided to evaluate when an input and a substantive process are present.  The new guidance also narrows the definition of outputs, which are defined as the results of inputs and substantive processes that provide goods or services to customers, other revenue, or investment income. The standard became effective on January 1, 2018. Upon adoption of the new guidance, the majority of the Company’s future property acquisitions will now be considered asset acquisitions, resulting in the capitalization of acquisition related costs incurred in connection with these transactions and the allocation of purchase price and acquisition related costs to the assets acquired based on their relative fair values. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations.

In November 2016, the FASB issued ASU No. 2016-18 - Statement of Cash Flows (Topic 230): Restricted Cash, which requires the statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The new guidance also requires entities to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. The standard became effective on January 1, 2018 and requires the use of the retrospective transition method. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements as the update primarily relates to financial statement presentation and disclosures.

In August 2016, the FASB issued ASU No. 2016-15 – Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The eight items that the ASU provides classification guidance on include (1) debt prepayment and extinguishment costs, (2) settlement of zero-coupon debt instruments, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (6) distributions received from equity method investments, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows and application of the predominance principle. The standard became effective on January 1, 2018 and requires the use of the retrospective transition method. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements as the update primarily relates to financial statement presentation and disclosures.

In February 2016, the FASB issued ASU No. 2016-02 - Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use

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asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification.  Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The Company adopted the standard on January 1, 2019, the date it became effective for public companies, using the modified retrospective approach. Upon adoption, the Company elected the package of practical expedients permitted within the standard, which among other things, allows for the carryforward of historical lease classification. In addition, the Company elected the practical expedient that allows reporting entities to use hindsight to determine the lease term for existing leases. The Company expects to record lease liabilities of approximately $55.0 million and right-of-use assets of approximately $50.0 million, primarily related to the Company’s ten ground leases in which it serves as lessee.

In May 2014, the FASB issued ASU No. 2014-09 - Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The new guidance outlines a five-step process for customer contract revenue recognition that focuses on transfer of control as opposed to transfer of risk and rewards. The new guidance also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from contracts with customers. In May 2016, the FASB issued ASU No. 2016-12 - Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which amends ASU No. 2014-09 and is intended to address implementation issues that were raised by stakeholders. ASU No. 2016-12 provides practical expedients on collectability, noncash consideration, presentation of sales tax and contract modifications and completed contracts in transition. Both standards became effective on January 1, 2018. The Company finalized the impact of the adoption of ASU No. 2014-09 and ASU No. 2016-12 on the Company’s consolidated financial statements and related disclosures and adopted the standards using the modified retrospective transition method. The standards did not have a material impact on the Company’s consolidated statements of financial position or results of operations primarily because most of its revenue is derived from lease contracts, which are excluded from the scope of the new guidance. The Company’s insurance fee revenue, property management fee revenue, and merchandise sale revenue are included in the scope of the new guidance, however, the Company identified similar performance obligations under this standard as compared with deliverables and separate units of account identified under its previous revenue recognition methodology. Accordingly, revenue recognized under the new guidance does not differ materially from revenue recognized under previous guidance and there is no material prior year impact.

Results of Operations

The following discussion of our results of operations should be read in conjunction with the consolidated financial statements and the accompanying notes thereto.  Historical results set forth in the consolidated statements of operations reflect only the existing stores for each period presented and should not be taken as indicative of future operations.  We consider our same-store portfolio to consist of only those stores owned and operated on a stabilized basis at the beginning and at the end of the applicable years presented. We consider a store to be stabilized once it has achieved an occupancy rate that we believe, based on our assessment of market-specific data, is representative of similar self-storage assets in the applicable market for a full year measured as of the most recent January 1 and has not been significantly damaged by natural disaster or undergone significant renovation.  We believe that same-store results are useful to investors in evaluating our performance because they provide information relating to changes in store-level operating performance without taking into account the effects of acquisitions, developments or dispositions.  As of December 31, 2018, we owned 456 same-store properties and 37 non same-store properties.  All of the non same-store properties were 2017 and 2018 acquisitions, dispositions, developed stores, stores with a significant portion of net rentable square footage taken out of service, or stores that have not yet reached stabilization as defined above.  For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this Report.

The comparability of our results of operations is affected by the timing of acquisition and disposition activities during the periods reported.  As of December 31, 2018, 2017, and 2016, we owned 493, 484, and 475 self-storage properties and related assets, respectively. 

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The following table summarizes the change in number of owned stores from January 1, 2016 through December 31, 2018:

	2018	2017	2016
Balance - January 1	484	475	445
Stores acquired	1	—	10
Stores developed	—	1	1
Balance - March 31	485	476	456
Stores acquired	1	3	7
Stores developed	—	—	1
Stores combined (1)	—	(1)	—
Balance - June 30	486	478	464
Stores acquired	3	—	7
Stores developed	1	2	—
Balance - September 30	490	480	471
Stores acquired	5	4	4
Stores developed	—	1	—
Stores combined (2)	—	(1)	—
Stores sold	(2)	—	—
Balance - December 31	493	484	475

(1) On May 16, 2017, we acquired a store located in Sacramento, CA for approximately $3.7 million, which is located directly adjacent to an existing wholly-owned store. Given their proximity to each other, the stores have been combined in our store count, as well as for operational and reporting purposes.

(2) On October 2, 2017, we acquired a store located in Keller, TX for approximately $4.1 million, which is located directly adjacent to an existing wholly-owned store. Given their proximity to each other, the stores have been combined in our store count, as well as for operational and reporting purposes.

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Comparison of the Year Ended December 31, 2018 to the Year Ended December 31, 2017 (dollars in thousands)

											Non Same-Store						Other/
	Same-Store Property Portfolio										Properties						Eliminations				Total Portfolio
							Increase/		%																		Increase/		%
	2018			2017			(Decrease)		Change		2018			2017			2018		2017		2018			2017			(Decrease)		Change
REVENUES:
Rental income	$	483,421		$	468,090		$	15,331	3.3	%	$	34,114		$	20,953		$	—	$	—	$	517,535		$	489,043		$	28,492	5.8	%
Other property related income		49,888			48,105			1,783	3.7	%		4,105			2,669			6,163		4,227		60,156			55,001			5,155	9.4	%
Property management fee income		—			—			—	0.0	%		—			—			20,253		14,899		20,253			14,899			5,354	35.9	%
Total revenues		533,309			516,195			17,114	3.3	%		38,219			23,622			26,416		19,126		597,944			558,943			39,001	7.0	%
OPERATING EXPENSES:
Property operating expenses		152,442			147,334			5,108	3.5	%		15,641			10,616			28,783		23,558		196,866			181,508			15,358	8.5	%
NET OPERATING INCOME (LOSS):		380,867			368,861			12,006	3.3	%		22,578			13,006			(2,367)		(4,432)		401,078			377,435			23,643	6.3	%
Store count		456			456							37			28							493			484
Total square footage		31,434			31,434							3,185			2,326							34,619			33,760
Period End Occupancy (1)		91.2	%		91.5	%						67.0	%		56.1	%						89.0	%		89.2	%
Period Average Occupancy (2)		92.7	%		92.9	%
Realized annual rent per occupied sq. ft. (3)	$	16.60		$	16.03
Depreciation and amortization																						143,350			145,681			(2,331)	(1.6)	%
General and administrative																						37,712			34,745			2,967	8.5	%
Acquisition related costs																						—			1,294			(1,294)	(100.0)	%
Subtotal																						181,062			181,720			(658)	(0.4)	%
OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans																						(62,132)			(56,952)			(5,180)	(9.1)	%
Loan procurement amortization expense																						(2,313)			(2,638)			325	12.3	%
Equity in losses of real estate ventures																						(865)			(1,386)			521	37.6	%
Gains from sale of real estate, net																						10,576			—			10,576	100.0	%
Other																						206			872			(666)	(76.4)	%
Total other expense																						(54,528)			(60,104)			5,576	9.3	%
NET INCOME																						165,488			135,611			29,877	22.0	%
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Noncontrolling interests in the Operating Partnership																						(1,820)			(1,593)			(227)	(14.2)	%
Noncontrolling interests in subsidiaries																						221			270			(49)	(18.1)	%
NET INCOME ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS																					$	163,889		$	134,288		$	29,601	22.0	%

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

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

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

Revenues

Rental income increased from $489.0 million during 2017 to $517.5 million during 2018, an increase of $28.5 million, or 5.8%.  The increase in same-store rental income was primarily due to higher rental rates.  Realized annual rent per square foot on our same-store portfolio increased 3.6% as a result of higher rates for new and existing customers during 2018 as compared to 2017.  The remaining increase is primarily attributable to $13.2 million of additional income from the stores acquired in 2017 and 2018 included in our non same-store portfolio.

Other property related income increased from $55.0 million in 2017 to $60.2 million in 2018, an increase of $5.2 million, or 9.4%.  The $1.8 million increase in same-store other property related income is mainly attributable to increased customer insurance participation. The remainder of the increase is attributable to $1.4 million of additional other property related income derived from the stores acquired or opened in 2017 and 2018 included in our non same-store portfolio and $1.9 million resulting primarily from increased customer insurance participation at our managed stores.

Property management fee income increased from $14.9 million during 2017 to $20.3 million during 2018, an increase of $5.4 million, or 35.9%.  This increase is attributable to an increase in management fees related to the third-party management business resulting from more stores under management and higher revenue at managed stores (593 stores as of December 31, 2018 compared to 452 stores as of December 31, 2017).

Operating Expenses

Property operating expenses increased from $181.5 million in 2017 to $196.9 million in 2018, an increase of $15.4 million, or 8.5%. This increase was primarily attributable to a $5.2 million increase in costs associated with the growth in our third-party management program as well as system enhancements, a $5.1 million increase in property operating expenses on the same-store portfolio primarily due to higher property taxes, payroll, and snow removal expenses, and $5.0 million of increased expenses associated with newly acquired or developed stores.

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Depreciation and amortization decreased from $145.7 million in 2017 to $143.4 million in 2018, a decrease of $2.3 million, or 1.6%.  This decrease is primarily attributable to five-year assets acquired as part of the Company’s property acquisitions in 2012 that became fully depreciated during 2017.

General and administrative expenses increased from $34.7 million in 2017 to $37.7 million in 2018, an increase of $3.0 million, or 8.5%. The change is primarily attributable to increased professional fees, a charge associated with the settlement of a legal action, and payroll expenses resulting from additional employee headcount to support our growth.

Acquisition related costs decreased $1.3 million from the year ended December 31, 2017 to the year ended December 31, 2018 as a result of the Company’s adoption of ASU 2017-01 on January 1, 2018 (see note 2), which now categorizes the majority of our property acquisitions as asset acquisitions, resulting in the capitalization of acquisition related costs.

Other (expense) income

Interest expense on loans increased from $57.0 million in 2017 to $62.1 million in 2018, an increase of $5.2 million, or 9.1%. The increase is primarily attributable to a higher amount of outstanding debt during 2018 as compared to 2017, and higher interest rates during 2018. The average debt balance increased to $1.7 billion during 2018 as compared to $1.6 billion during 2017 as the result of borrowings to fund a portion of the Company’s acquisition activity.  The weighted average effective interest rate on our outstanding debt increased from 3.79% during 2017 to 3.93% during 2018. 

Gains from sale of real estate, net were $10.6 million for the year ended December 31, 2018, with no comparable gains during the year ended December 31, 2017. These gains are determined on a transactional basis and, accordingly, are not comparable across reporting periods.

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Comparison of the Year Ended December 31, 2017 to the Year Ended December 31, 2016 (dollars in thousands)

											Non Same-Store						Other/
	Same-Store Property Portfolio										Properties						Eliminations				Total Portfolio
							Increase/		%																		Increase/		%
	2017			2016			(Decrease)		Change		2017			2016			2017		2016		2017			2016			(Decrease)		Change
REVENUES:
Rental income	$	444,290		$	424,977		$	19,313	4.5	%	$	44,753		$	24,624		$	—	$	—	$	489,043		$	449,601		$	39,442	8.8	%
Other property related income		46,131			44,689			1,442	3.2	%		4,643			2,574			4,227		2,992		55,001			50,255			4,746	9.4	%
Property management fee income		—			—			—	0.0	%		—			—			14,899		10,183		14,899			10,183			4,716	46.3	%
Total revenues		490,421			469,666			20,755	4.4	%		49,396			27,198			19,126		13,175		558,943			510,039			48,904	9.6	%
OPERATING EXPENSES:
Property operating expenses		139,092			135,366			3,726	2.8	%		18,858			11,936			23,558		18,545		181,508			165,847			15,661	9.4	%
NET OPERATING INCOME (LOSS):		351,329			334,300			17,029	5.1	%		30,538			15,262			(4,432)		(5,370)		377,435			344,192			33,243	9.7	%
Store count		432			432							52			43							484			475
Total square footage		29,561			29,561							4,199			3,297							33,760			32,858
Period End Occupancy (1)		91.7	%		91.8	%						71.7	%		71.4	%						89.2	%		89.7	%
Period Average Occupancy (2)		93.1	%		92.9	%
Realized annual rent per occupied sq. ft. (3)	$	16.15		$	15.48
Depreciation and amortization																						145,681			161,865			(16,184)	(10.0)	%
General and administrative																						34,745			32,823			1,922	5.9	%
Acquisition related costs																						1,294			6,552			(5,258)	(80.3)	%
Subtotal																						181,720			201,240			(19,520)	(9.7)	%
OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans																						(56,952)			(50,399)			(6,553)	(13.0)	%
Loan procurement amortization expense																						(2,638)			(2,577)			(61)	(2.4)	%
Equity in losses of real estate ventures																						(1,386)			(2,662)			1,276	47.9	%
Other																						872			1,062			(190)	(17.9)	%
Total other expense																						(60,104)			(54,576)			(5,528)	(10.1)	%
NET INCOME																						135,611			88,376			47,235	53.4	%
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Noncontrolling interests in the Operating Partnership																						(1,593)			(941)			(652)	(69.3)	%
Noncontrolling interests in subsidiaries																						270			470			(200)	(42.6)	%
NET INCOME ATTRIBUTABLE TO THE COMPANY																					$	134,288		$	87,905		$	46,383	52.8	%
Distribution to preferred shareholders																						—			(5,045)			5,045	100.0	%
Preferred share redemption charge																						—			(2,937)			2,937	100.0	%
NET INCOME ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS																					$	134,288		$	79,923		$	54,365	68.0	%

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

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

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

Revenues

Rental income increased from $449.6 million during 2016 to $489.0 million during 2017, an increase of $39.4 million, or 8.8%.  The increase in same-store rental income was primarily due to an increase in average occupancy of 20 basis points and higher rental rates.  Realized annual rent per square foot on our same-store portfolio increased 4.3% as a result of higher rates for new and existing customers during 2017 as compared to 2016.  The remaining increase is primarily attributable to $20.1 million of additional income from the stores acquired in 2016 and 2017 included in our non same-store portfolio.

Other property related income increased from $50.3 million in 2016 to $55.0 million in 2017, an increase of $4.7 million, or 9.4%.  The $1.4 million increase in same-store other property related income is mainly attributable to increased customer insurance participation and higher average occupancy.  The remainder of the increase is attributable to other property related income derived from the stores acquired or opened in 2016 and 2017 included in our non same-store portfolio.

Property management fee income increased from $10.2 million during 2016 to $14.9 million during 2017, an increase of $4.7 million, or 46.3%.  This increase is attributable to an increase in management fees related to the third-party management business resulting from more stores under management and higher revenue at managed stores (452 stores as of December 31, 2017 compared to 316 stores as of December 31, 2016).

Operating Expenses

Property operating expenses increased from $165.8 million in 2016 to $181.5 million in 2017, an increase of $15.7 million, or 9.4%, which is primarily attributable to $7.0 million of increased expenses associated with newly acquired stores, a $3.7 million increase in property operating expenses on the same-store portfolio, primarily due to higher property tax expenses, and $0.9 million related to hurricane damage, net of expected insurance proceeds.

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Depreciation and amortization decreased from $161.9 million in 2016 to $145.7 million in 2017, a decrease of $16.2 million, or 10.0%.  This decrease is primarily attributable to five-year assets acquired as part of the Company’s property acquisitions in 2011 and 2012 that became fully depreciated during 2016 and 2017.

General and administrative expenses increased from $32.8 million in 2016 to $34.7 million in 2017, an increase of $1.9 million, or 5.9%. The change is primarily attributable to increased professional fees and payroll expenses resulting from additional employee headcount to support our growth.

Acquisition related costs decreased from $6.6 million during 2016 to $1.3 million during 2017, a decrease of $5.3 million, or 80.3%. Acquisition-related costs are non-recurring and fluctuate based on periodic investment activity.

Other (expense) income

Interest expense on loans increased from $50.4 million during the year ended December 31, 2016 to $57.0 million during the year ended December 31, 2017, an increase of $6.6 million, or 13.0%.  The increase is primarily attributable to a higher amount of outstanding debt during 2017 as compared to 2016, partially offset by lower interest rates during 2017. The average debt balance increased $199.4 million to $1.6 billion during 2017 as compared to $1.4 billion during 2016 as the result of borrowings to fund a portion of the Company’s acquisition activity.  The weighted average effective interest rate on our outstanding debt decreased from 3.82% during 2016 to 3.79% during 2017. 

Equity in losses of real estate ventures fluctuated from a loss of $2.7 million during the year ended December 31, 2016 to a loss of $1.4 million during the year ended December 31, 2017, a change of $1.3 million, or 47.9%.  The change is mainly driven by our share of the losses attributable to HVP III, a real estate venture in which we own a 10% interest.  The loss incurred in 2016 was primarily the result of amortization expense associated with the in-place lease intangible that was recorded in connection with HVP III’s acquisition of 68 properties during 2015 and 2016. These assets became fully amortized during 2016 and 2017.

Non-GAAP Financial Measures

NOI

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

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

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

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

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

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

There are material limitations to using a measure such as NOI, including the difficulty associated with comparing results among more than one company and the inability to analyze certain significant items, including depreciation and interest expense, that directly affect our

44

net income.  We compensate for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with our analysis of net income.  NOI should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP, such as total revenues and net income.

FFO

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

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

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

FFO, as adjusted

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

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The following table presents a reconciliation of net income to FFO and FFO, as adjusted, for the years ended December 31, 2018 and 2017 (in thousands):

	For the Year Ended December 31,
	2018		2017
Net income attributable to the Company’s common shareholders	$	163,889	$	134,288
Add (deduct):
Real estate depreciation and amortization:
Real property		140,538		142,961
Company’s share of unconsolidated real estate ventures		10,286		10,243
Gains from sale of real estate, net		(10,576)		—
Noncontrolling interests in the Operating Partnership		1,820		1,593
FFO attributable to common shareholders and OP unitholders	$	305,957	$	289,085
Add:
Loan procurement amortization expense - early repayment of debt		—		190
Acquisition related costs		—		1,319
Loss related to settlement of legal action (1)		1,828		—
Property damage related to hurricanes, net of expected insurance proceeds (2)		—		874
FFO, as adjusted, attributable to common shareholders and OP unitholders	$	307,785	$	291,468
Weighted-average diluted shares outstanding		185,495		181,448
Weighted-average diluted units outstanding		2,021		2,150
Weighted-average diluted shares and units outstanding		187,516		183,598

(1) Loss related to settlement of legal action for the year ended December 31, 2018, represents a charge related to a preliminary settlement agreement for a class action alleging violations of a state specific deceptive and unfair trade practices act.

(2) Property damage related to hurricanes, net of expected insurance proceeds for the year ended December 31, 2017 includes $0.1 million of storm damage related costs that are included in the Company’s share of equity in losses of real estate ventures.

Cash Flows

Comparison of the Year Ended December 31, 2018 to the Year Ended December 31, 2017

A comparison of cash flow related to operating, investing and financing activities for the years ended December 31, 2018 and 2017 is as follows:

	Year Ended December 31,
Net cash provided by (used in):	2018		2017		Change
	(in thousands)
Operating activities	$	304,335	$	291,914	$	12,421
Investing activities	$	(322,259)	$	(150,303)	$	(171,956)
Financing activities	$	15,248	$	(143,319)	$	158,567

Cash provided by operating activities for the years ended December 31, 2018 and 2017 was $304.3 million and $291.9 million, respectively, reflecting an increase of $12.4 million.  Our increased cash flow from operating activities is primarily attributable to our 2017 and 2018 acquisitions and increased net operating income levels on the same-store portfolio in the 2018 period as compared to the 2017 period.

Cash used in investing activities increased from $150.3 million for the year ended December 31, 2017 to $322.3 million for the year ended December 31, 2018, reflecting an increase of $172.0 million. The change was primarily driven by an increase in cash used for the acquisition of storage properties. Cash used during the year ended December 31, 2018 related to the acquisition of ten stores for an aggregate purchase price of $227.5 million, inclusive of $7.2 million of assumed debt and $4.8 million of OP units issued, while cash used

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during the year ended December 31, 2017 related to the acquisition of seven stores for an aggregate purchase price of $80.7 million, inclusive of $6.2 million of assumed debt and $12.3 million of OP units issued. The change was also driven by an $18.9 million increase in our investment in real estate ventures primarily due to $14.1 million used to fund the acquisition of twelve properties during 2018 by HVP IV and $5.0 million to fund our preferred investment in Capital Storage (see note 2). The remainder of the increase was primarily due to a $17.2 million increase in development costs resulting from the acquisition of the noncontrolling interest in a previously consolidated joint venture offset by a $16.4 million increase in proceeds received from the sale of two stores during 2018 with no property sales in the 2017 period.

Cash provided by financing activities was $15.2 million in 2018 compared to cash used in financing activities of $143.3 million in 2017, a change of $158.6 million. This change was primarily the result of a $75.4 million net increase in revolving credit facility borrowings and a $102.2 million increase in proceeds received from the issuance of common shares during the year ended December 31, 2018 compared to the year ended December 31, 2017. These cash inflows were offset by a $26.4 million increase in cash distributions paid to common shareholders and noncontrolling interests in the Operating Partnership during the year ended December 31, 2018 compared to the year ended December 31, 2017, resulting from the increase in the common dividend per share and number of shares outstanding.

Comparison of the Year Ended December 31, 2017 to the Year Ended December 31, 2016

A comparison of cash flow related to operating, investing and financing activities for the years ended December 31, 2017 and 2016 is as follows:

	Year Ended December 31,
Net cash provided by (used in):	2017		2016		Change
	(in thousands)
Operating activities	$	291,914	$	263,274	$	28,640
Investing activities	$	(150,303)	$	(559,288)	$	408,985
Financing activities	$	(143,319)	$	219,411	$	(362,730)

Cash provided by operating activities for the years ended December 31, 2017 and 2016 was $291.9 million and $263.3 million, respectively, reflecting an increase of $28.6 million.  Our increased cash flow from operating activities is primarily attributable to our 2016 and 2017 acquisitions and increased net operating income levels on the same-store portfolio in the 2017 period as compared to the 2016 period.

Cash used in investing activities was $150.3 million in 2017 and $559.3 million in 2016, a decrease of $409.0 million driven by a decrease in cash used for acquisitions of self-storage properties.  Cash used during 2017 related to the acquisition of seven stores for an aggregate purchase price of $80.7 million, inclusive of $6.2 million of assumed debt and $12.3 million of OP units issued, while cash used in investing activities during 2016 related to the acquisition of 28 stores for an aggregate purchase price of $403.6 million, inclusive of $6.5 million of assumed debt. The change is also driven by a decrease in cash used for development costs resulting from the acquisition of a development property by a consolidated joint venture for $67.2 million, inclusive of $35.0 million of assumed debt, during 2016.

Cash used in financing activities was $143.3 million in 2017 compared to cash provided by financing activities of $219.4 million in 2016, a change of $362.7 million.  The change is primarily a result of $298.5 million of net proceeds from our issuance of unsecured senior notes in August 2016 compared to $103.2 million of net proceeds from our issuance of unsecured senior notes in April 2017. There was also a $106.5 million decrease in proceeds received from the issuance and sale of common shares from 2016 to 2017 and a $100.0 million term loan repayment during April 2017 with no comparable repayment in the prior year.  We also paid $77.6 million to redeem our 7.75% Series A Preferred shares in November 2016 with no similar transaction in 2017. Additionally, cash distributions paid to common shareholders, preferred shareholders, and noncontrolling interests in the Operating Partnership increased $39.6 million from 2016 to 2017, resulting primarily from the increase in the common dividend per share and number of shares outstanding.

Liquidity and Capital Resources

Liquidity Overview

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

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estate product types to near-term economic downturns.  However, prolonged economic downturns will adversely affect our cash flows from operations.

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

Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our stores, refinancing of certain mortgage indebtedness, interest expense and scheduled principal payments on debt, expected distributions to limited partners and shareholders, capital expenditures, and the development of new stores.  These funding requirements will vary from year to year, in some cases significantly.  In the 2019 fiscal year, we expect recurring capital expenditures to be approximately $10.0 million to $15.0 million, planned capital improvements and store upgrades to be approximately $5.0 million to $10.0 million and costs associated with the development of new stores to be approximately $30.0 million to $45.0 million.  After giving effect to the subsequent repayment of the $200.0 million outstanding indebtedness under the term loan portion of our Credit Facility in January 2019 (see “Recent Developments”), as of December 31, 2018, our remaining scheduled principal payments on debt are approximately $11.7 million in 2019.

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

Our liquidity needs beyond 2019 consist primarily of contractual obligations which include repayments of indebtedness at maturity, as well as potential discretionary expenditures such as (i) non-recurring capital expenditures; (ii) redevelopment of operating stores; (iii) acquisitions of additional stores; and (iv) development of new stores. We will have to satisfy the portion of our needs not covered by cash flow from operations through additional borrowings, including borrowings under our Credit Facility, sales of common or preferred shares of the Parent Company and common or preferred units of the Operating Partnership and/or cash generated through store dispositions and joint venture transactions.

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

As of December 31, 2018, we had approximately $3.8 million in available cash and cash equivalents.  In addition, we had approximately $303.8 million of availability for borrowings under our Credit Facility.

Unsecured Senior Notes

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

	December 31,				Effective		Issuance	Maturity
Unsecured Senior Notes	2018		2017		Interest Rate		Date	Date
	(in thousands)
$250M 4.800% Guaranteed Notes due 2022	$	250,000	$	250,000	4.82	%	Jun-12	Jul-22
$300M 4.375% Guaranteed Notes due 2023 (1)		300,000		300,000	4.33	%	Various (1)	Dec-23
$300M 4.000% Guaranteed Notes due 2025 (2)		300,000		300,000	3.99	%	Various (2)	Nov-25
$300M 3.125% Guaranteed Notes due 2026		300,000		300,000	3.18	%	Aug-16	Sep-26
Principal balance outstanding		1,150,000		1,150,000
Less: Discount on issuance of unsecured senior notes, net		(568)		(617)
Less: Loan procurement costs, net		(5,908)		(6,923)
Total unsecured senior notes, net	$	1,143,524	$	1,142,460

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(1) On April 4, 2017, the Operating Partnership issued $50.0 million of its 4.375% senior notes due 2023, which are part of the same series as the $250.0 million principal amount of the Operating Partnership’s 4.375% senior notes due December 15, 2023 issued on December 17, 2013.  The $50.0 million and $250.0 million tranches were priced at 105.040% and 98.995%, respectively, of the principal amount to yield 3.495% and 4.501%, respectively, to maturity.  The combined weighted-average effective interest rate of the 2023 notes is 4.330%.

(2) On April 4, 2017, the Operating Partnership issued $50.0 million of its 4.000% senior notes due 2025, which are part of the same series as the $250.0 million principal amount of the Operating Partnership’s 4.000% senior notes due November 15, 2025 issued on October 26, 2015.  The $50.0 million and $250.0 million tranches were priced at 101.343% and 99.735%, respectively, of the principal amount to yield 3.811% and 4.032%, respectively, to maturity.  The combined weighted-average effective interest rate of the 2025 notes is 3.994%.

The indenture under which the Senior Notes were issued restricts the ability of the Operating Partnership and its subsidiaries to incur debt unless the Operating Partnership and its consolidated subsidiaries comply with a leverage ratio not to exceed 60% and an interest coverage ratio of more than 1.5:1 after giving effect to the incurrence of the debt.  The indenture also restricts the ability of the Operating Partnership and its subsidiaries to incur secured debt unless the Operating Partnership and its consolidated subsidiaries comply with a secured debt leverage ratio not to exceed 40% after giving effect to the incurrence of the debt.  The indenture also contains other financial and customary covenants, including a covenant not to own unencumbered assets with a value less than 150% of the unsecured indebtedness of the Operating Partnership and its consolidated subsidiaries. As of and for the year ended December 31, 2018, the Operating Partnership was in compliance with all of the financial covenants under the Senior Notes.

Revolving Credit Facility and Unsecured Term Loans

On December 9, 2011, we entered into a credit agreement (the “Credit Facility”), which was subsequently amended on April 5, 2012, June 18, 2013, and April 22, 2015 to provide for, amongst other things, a $500.0 million unsecured revolving facility (the “Revolver”) with a maturity date of April 22, 2020.  Pricing on the Revolver is dependent on our unsecured debt credit ratings. At our current Baa2/BBB level, amounts drawn under the Revolver are priced at 1.25% over LIBOR, inclusive of a facility fee of 0.15%.  As of December 31, 2018, $303.8 million was available for borrowing under the Revolver.  The available balance under the Revolver is reduced by an outstanding letter of credit of $0.7 million.  As of December 31, 2018, we also had a $200.0 million unsecured term loan outstanding under the Credit Facility, which is included in the table below.

On June 20, 2011, we entered into an unsecured term loan agreement (the “Term Loan Facility”), which was subsequently amended on June 18, 2013 and August 5, 2014, consisting of a $100.0 million unsecured term loan with a five-year maturity and a $100.0 million unsecured term loan with a seven-year maturity. On April 6, 2017, we used the net proceeds from the issuance of $50.0 million of our 4.375% Senior Notes due 2023 and $50.0 million of our 4.000% Senior Notes due 2025 to repay all of the outstanding indebtedness under our five-year $100.0 million unsecured term loan that was scheduled to mature in June 2018.

Our unsecured term loans under the Credit Facility and Term Loan Facility are summarized below:

	Carrying Value as of:				Effective Interest
	December 31,				Rate as of		Maturity
Unsecured Term Loans	2018		2017		December 31, 2018 (1)		Date
	(in thousands)
Credit Facility
Unsecured term loan (2)	$	200,000	$	200,000	3.80	%	Jan-19
Term Loan Facility
Unsecured term loan		100,000		100,000	3.65	%	Jan-20
Principal balance outstanding		300,000		300,000
Less: Loan procurement costs, net		(201)		(604)
Total unsecured term loans, net	$	299,799	$	299,396

(1) Pricing on the Term Loan Facility and the unsecured term loan under the Credit Facility is dependent on our unsecured debt credit ratings. At our current Baa2/BBB level, amounts drawn under the term loan that matured in January 2019 were priced at 1.30% over LIBOR, while amounts drawn under the term loan scheduled to mature in January 2020 are priced at 1.15% over LIBOR.  As of December 31, 2018, borrowings under the Credit Facility, inclusive of the Revolver, and Term Loan Facility, as amended, had an effective weighted average interest rate of 3.75%.

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(2) On January 31, 2019, we used a portion of the net proceeds from the issuance of $350.0 million of 4.375% Senior Notes due 2029 (see “Recent Developments”) to repay all of the outstanding indebtedness under the unsecured term loan portion of the Credit Facility that was scheduled to mature in January 2019. 

The Term Loan Facility and the unsecured term loan under the Credit Facility were fully drawn as of December 31, 2018 and no further borrowings may be made under the term loans.  Our ability to borrow under the Revolver is subject to ongoing compliance with certain financial covenants which include:

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

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

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

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

As of December 31, 2018, we were in compliance with all of our financial covenants and we anticipate being in compliance with all of our financial covenants through the terms of the Credit Facility and Term Loan Facility.

Issuance of Common Shares

We maintain an at-the-market equity program that enables us to offer and sell up to 50.0 million common shares through sales agents pursuant to equity distribution agreements (the “Equity Distribution Agreements”).  Our sales activity under the program for the years ended December 31, 2018, 2017, and 2016 is summarized below:

	For the year ended December 31,
	2018		2017		2016
	(Dollars and shares in thousands, except per share amounts)
Number of shares sold		4,291		1,036		4,408
Average sales price per share	$	31.09	$	29.13	$	31.25
Net proceeds after deducting offering costs	$	131,835	$	29,642	$	136,120

We used proceeds from sales of common shares under the program during the years ended December 31, 2018, 2017, and 2016 to fund acquisitions of storage properties and for general corporate purposes.  As of December 31, 2018, 2017, and 2016, 10.5 million common shares, 4.7 million common shares, and 5.8 million common shares, respectively, remained available for issuance under the Equity Distribution Agreements.

Redemption of Preferred Shares

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

Recent Developments

On January 30, 2019, the Operating Partnership issued $350.0 million in aggregate principal amount of unsecured senior notes due February 15, 2029 which bear interest at a rate of 4.375% per annum (the “2029 Notes”). The 2029 Notes were priced at 99.356% of the principal amount to yield 4.455% to maturity. Net proceeds from the offering of $345.5 million were used to repay all of the outstanding indebtedness under our $200.0 million unsecured term loan portion of the Credit Facility that was scheduled to mature in January 2019. The remaining proceeds from the offering were used to repay a portion of the outstanding indebtedness under the Revolver.

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Other Material Changes in Financial Position

	December 31,
	2018		2017		Change
			(in thousands)
Selected Assets
Storage properties, net	$	3,600,968	$	3,408,790	$	192,178
Other assets, net	$	48,763	$	34,590	$	14,173
Selected Liabilities
Revolving credit facility	$	195,525	$	81,700	$	113,825

Storage properties, net of accumulated depreciation, increased $192.2 million primarily as a result of the acquisition of ten storage properties, additions and improvements to storage properties, and development costs incurred during the year.

Other assets, net increased $14.2 million primarily due to a $6.4 million net increase in our in-place lease intangibles resulting from the acquisition of nine operating storage properties during the year. The increase is also a result of our $5.0 million investment made in exchange for 100% of the Class A Preferred Units of Capital Storage Partners, LLC, a newly formed venture that acquired 22 storage properties located in Florida (4), Oklahoma (5), and Texas (13) (see note 2).

Revolving credit facility increased $113.8 million primarily as a result of borrowings used to fund the acquisition of ten storage properties, additions and improvements to storage properties, and development costs incurred during the year.

Contractual Obligations

The following table summarizes our known contractual obligations as of December 31, 2018 (in thousands):

	Payments Due by Period
													2024 and
	Total		2019		2020		2021		2022		2023		thereafter
Mortgage loans and notes payable (1)	$	106,146	$	11,652	$	12,791	$	45,057	$	923	$	31,019	$	4,704
Revolving credit facility and unsecured term loans (2)		495,525		200,000		295,525		—		—		—		—
Unsecured senior notes		1,150,000		—		—		—		250,000		300,000		600,000
Interest payments		292,175		63,387		53,845		49,437		42,719		35,017		47,770
Ground leases		131,242		2,814		2,887		2,956		3,116		3,090		116,379
Software and service contracts		164		134		30		—		—		—		—
Development commitments		41,561		36,706		4,855		—		—		—		—
	$	2,216,813	$	314,693	$	369,933	$	97,450	$	296,758	$	369,126	$	768,853

(1) Amounts do not include unamortized fair value adjustments for discounts/premiums and loan procurement costs.

(2) On January 31, 2019, we used a portion of the net proceeds from the issuance of the 2029 Notes (see “Recent Developments”) to repay all of the $200.0 million of outstanding indebtedness under the unsecured term loan portion of the Credit Facility that was scheduled to mature in January 2019. We expect to satisfy all other contractual obligations owed in 2019 through a combination of cash generated from operations and from draws on the revolving portion of our Credit Facility.

Off-Balance Sheet Arrangements

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

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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Market Risk

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

Effect of Changes in Interest Rates on our Outstanding Debt

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

As of December 31, 2018 our consolidated debt consisted of $1.3 billion of outstanding mortgages and unsecured senior notes that are subject to fixed rates.  Additionally, as of December 31, 2018, there were $195.5 million and $300.0 million of outstanding credit facility and unsecured term loan borrowings, respectively, subject to floating rates.  Changes in market interest rates have different impacts on the fixed and variable rate portions of our debt portfolio.  A change in market interest rates on the fixed portion of the debt portfolio impacts the net financial instrument position, but has no impact on interest incurred or cash flows.  A change in market interest rates on the variable portion of the debt portfolio impacts the interest incurred and cash flows, but does not impact the net financial instrument position.

If market interest rates on our variable rate debt increase by 100 basis points, the increase in annual interest expense on our variable rate debt would decrease future earnings and cash flows by approximately $5.0 million a year.  If market rates on our variable rate debt decrease by 100 basis points, the decrease in interest expense on our variable rate debt would increase future earnings and cash flows by approximately $5.0 million a year.

If market interest rates increase by 100 basis points, the fair value of our outstanding fixed-rate mortgage debt, unsecured senior notes, and unsecured term loans would decrease by approximately $60.7 million.  If market interest rates decrease by 100 basis points, the fair value of our outstanding fixed-rate mortgage debt, unsecured senior notes, and unsecured term loans would increase by approximately $65.0 million.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

None.

ITEM 9A.  CONTROLS AND PROCEDURES

Controls and Procedures (Parent Company)

Evaluation of Disclosure Controls and Procedures

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

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

52

accumulated and communicated to the Parent Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

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

Management’s Report on Internal Control Over Financial Reporting

Management’s report on internal control over financial reporting of the Parent Company is set forth on page F-2 of this Report, and is incorporated herein by reference. The effectiveness of the Parent Company’s internal control over financial reporting as of December 31, 2018 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report which is included herein.

Controls and Procedures (Operating Partnership)

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Control Over Financial Reporting

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

Management’s Report on Internal Control Over Financial Reporting

Management’s report on internal control over financial reporting of the Operating Partnership is set forth on page F-3 of this Report, and is incorporated herein by reference. The effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2018 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report which is included herein.

ITEM 9B.  OTHER INFORMATION

Not applicable.

PART III

ITEM 10.  TRUSTEES, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

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The remaining information required by this item regarding trustees, executive officers and corporate governance is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement for the Annual Shareholders Meeting to be held in 2019 (the “Proxy Statement”) under the captions “Proposal 1: Election of Trustees,” “Executive Officers,” “Meetings and Committees of the Board of Trustees,” and “Shareholder Proposals and Nominations for the 2019 Annual Meeting.”  The information required by this item regarding compliance with Section 16(a) of the Exchange Act is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance.”

ITEM 11.  EXECUTIVE COMPENSATION

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

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

The following table sets forth certain information regarding our equity compensation plans as of December 31, 2018.

					Number of securities remaining
	Number of securities to	Weighted-average			available for future issuance under
	be issued upon exercise	exercise price of			equity compensation plans
	of outstanding options,	outstanding options,			(excluding securities
Plan Category	warrants and rights	warrants and rights			reflected in column(a))
	(a)	(b)			(c)
Equity compensation plans approved by shareholders	1,659,003	$	19.89	(1)	4,517,038
Equity compensation plans not approved by shareholders	—		—		—
Total	1,659,003	$	19.89		4,517,038

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

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

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

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

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report:

1. Financial Statements.

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

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2. Financial Statement Schedules.

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

3. Exhibits.

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

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

3.1*	Articles of Amendment to the Declaration of Trust of CubeSmart, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on May 28, 2015.
3.2*	Articles of Restatement of the Declaration of Trust of CubeSmart, incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed on May 28, 2015.
3.3*	Articles Supplementary to Declaration of Trust of CubeSmart classifying and designating CubeSmart’s 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, incorporated by reference to Exhibit 3.3 to CubeSmart’s Form 8-A, filed on October 31, 2011.
3.4*	Articles of Amendment to the Declaration of Trust of CubeSmart, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on November 3, 2016.
3.5*	Third Amended and Restated Bylaws of CubeSmart, effective September 14, 2011, incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on September 16, 2011.
3.6*	Certificate of Limited Partnership of U-Store-It, L.P., incorporated by reference to Exhibit 3.1 to CubeSmart, L.P.’s Registration Statement on Form 10, filed on July 15, 2011.
3.7*	Amendment No. 1 to Certificate of Limited Partnership of CubeSmart, L.P., dated September 14, 2011, incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed on September 16, 2011.
3.8*	Second Amended and Restated Agreement of Limited Partnership of U-Store-It, L.P. dated as of October 27, 2004, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.
3.9*	Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of CubeSmart, L.P. dated as of September 14, 2011, incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K, filed on September 16, 2011.
3.10*	Amendment No. 2 to Second Amended and Restated Agreement of Limited Partnership of CubeSmart, L.P. dated as of November 2, 2011, incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on November 2, 2011.
3.11*	Class C Unit Supplement No. 1 to Second Amended and Restated Agreement of Limited Partnership of CubeSmart, L.P. dates as of April 12, 2017, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on April 18, 2017.
3.12*	Articles of Amendment to the Declaration of Trust of CubeSmart, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 2, 2017.
3.13*	First Amendment to Third Amended and Restated Bylaws of CubeSmart, effective June 1, 2017, incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on June 2, 2017.
4.1*	Form of Common Share Certificate, incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Company’s Registration Statement on Form S-11, filed on October 20, 2004, File No. 333-117848.
4.2*	Form of Certificate for CubeSmart’s 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, incorporated by reference to Exhibit 4.1 to CubeSmart’s Form 8-A, filed on October 31, 2011.
4.3*	Indenture, dated as of September 16, 2011, among CubeSmart, L.P., CubeSmart and U.S. Bank National Association, incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-3, filed on September 16, 2011.
4.4*	First Supplemental Indenture, dated as of June 26, 2012, among the Company, the Operating Partnership and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on June 26, 2012.
4.5*	Form of $250 million aggregate principal amount of 4.80% senior note due July 15, 2022, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on June 26, 2012.
4.6*	Form of CubeSmart Notation of Guarantee, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on June 26, 2012.
4.7*	Second Supplemental Indenture, dated as of December 17, 2013, among the Company, the Operating Partnership and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on December 17, 2013.
4.8*	Form of $250 million aggregate principal amount of 4.375% senior notes due December 15, 2023, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on December 17, 2013.
4.9*	Form of CubeSmart Notation of Guarantee, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on December 17, 2013.
4.10*	Third Supplemental Indenture, dated as of October 26, 2015, among CubeSmart, CubeSmart, L.P. and U.S. Bank National Association, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 26, 2015.
4.11*	Form of $250 million aggregate principal amount of 4.000% senior note due November 15, 2025, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on October 26, 2015.
4.12*	Fourth Supplemental Indenture, dated as of August 15, 2016, among CubeSmart, CubeSmart, L.P. and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on August 15, 2016.
4.13*	Form of $300 million aggregate principal amount of 3.125% senior notes due September 1, 2026, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on August 15, 2016.
4.14*	Form of CubeSmart Guarantee, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on August 15, 2016.
4.15*	Form of $50 million aggregate principal amount of 4.375% senior notes due December 15, 2023, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on April 5, 2017.
4.16*	Form of $50 million aggregate principal amount of 4.000% senior notes due November 15, 2025, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on April 5, 2017.
4.17*	Fifth Supplemental Indenture, dated as of April 4, 2017, among CubeSmart, CubeSmart, L.P. and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K, filed on April 5, 2017.
4.18*	Form of $350 million aggregate principal amount of 4.375% senior notes due February 15, 2029, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on January 30, 2019.
4.19*	Sixth Supplemental Indenture, dated as of January 30, 2019, among CubeSmart, CubeSmart, L.P. and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on January 30, 2019.
10.1*†	Indemnification Agreement, dated as of October 27, 2004, by and among U-Store-It Trust, U-Store-It, L.P. and David J. LaRue (substantially identical agreements have been entered into with Christopher P. Marr, Timothy M. Martin, Jeffrey P. Foster, Piero Bussani, Dorothy Dowling, John W. Fain, Marianne M. Keler, John F. Remondi, Jeffrey F. Rogatz, and Deborah R. Salzberg), incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.
10.2*†	Form of Restricted Share Agreement for Non-Employee Trustees under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.83 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 29, 2008.
10.3*†	Form of Nonqualified Share Option Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on May 10, 2007.
10.4*†	Form of Restricted Share Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on May 10, 2007.
10.5*†	Form of Nonqualified Share Option Agreement under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 25, 2008.
10.6*†	Form of Restricted Share Agreement under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 25, 2008.
10.7*†	U-Store-It Trust Trustees Deferred Compensation Plan, amended and restated effective January 1, 2009, incorporated by reference to Exhibit 10.78 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009.
10.8*†	U-Store-It Trust Executive Deferred Compensation Plan, amended and restated effective January 1, 2009, incorporated by reference to Exhibit 10.79 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009.
10.9*†	U-Store-It Trust Deferred Trustees Plan, effective as of May 31, 2005, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 6, 2005.
10.10*	Term Loan Agreement dated as of June 20, 2011 by and among U-Store-It, L.P., as Borrower, U-Store-It Trust, and Wells Fargo Securities, LLC and PNC Capital Markets LLC, as joint lead arrangers and joint bookrunners, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 23, 2011.
10.11*	Credit Agreement dated as of December 9, 2011 by and among CubeSmart, L.P., CubeSmart, Wells Fargo Securities, LLC and Merrill Lynch, Pierce Fenner & Smith Incorporated, as Revolver and Tranche A joint lead arrangers and joint bookrunners and Wells Fargo Securities, LLC, as Tranche B sole lead arranger and sole bookrunner, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 14, 2011.
10.12*†	Form of Restricted Share Agreement under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K, filed on February 28, 2013.
10.13*†	Form of Non-Qualified Share Option Agreement under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K, filed on February 28, 2013.
10.14*†	Form of 2012 Performance-Vested Restricted Share Unit Award Agreement under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 31, 2012.
10.15*	First Amendment to Credit Agreement, dated as of April 5, 2012, by and among CubeSmart, L.P., CubeSmart, Wells Fargo Bank, National Association and each of the lenders party to the credit agreement dated December 9, 2011, incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on May 7, 2012.
10.16*†	Form of Restricted Share Unit Award Agreement (2-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K, filed on February 28, 2013.
10.17*†	Form of Performance-Vested Restricted Share Unit Award Agreement under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K, filed on February 28, 2013.
10.18*	Waiver of Ownership Limitation, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed on May 6, 2013.
10.19*	Underwriting Agreement, dated as of January 24, 2019, among CubeSmart, CubeSmart, L.P., Wells Fargo Securities, LLC, Barclays Capital Inc. and Jefferies LLC, as representatives of each of the other underwriters named in Exhibit A thereto, incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on January 25, 2019.
10.20*	Second Amendment to Credit Agreement dated as of June 18, 2013 by and among CubeSmart, L.P., CubeSmart, Wells Fargo Bank, National Association, as Administrative Agent and each of the lenders, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on June 19, 2013.
10.21*	Second Amendment to Term Loan Agreement dated as of June 18, 2013 by and among CubeSmart, L.P., CubeSmart, Wells Fargo Bank, National Association, as Administrative Agent and each of the lenders, incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed on June 19, 2013.
10.22*†	Advisory Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, filed on November 8, 2013.
10.23*†	Executive Employment Agreement, entered into as of January 24, 2014 and effective as of January 1, 2014, by and between CubeSmart and Christopher P. Marr, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on January 28, 2014.
10.24*†	Form of Non-Qualified Share Option Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.58 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.
10.25*†	Form of Non-Qualified Share Option Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.59 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.
10.26*†	Form of Performance Share Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.60 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.
10.27*†	Form of Performance Share Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.61 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.
10.28*†	Form of Restricted Share Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.63 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.
10.29*†	Form of Restricted Share Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.64 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.
10.30*†	Form of Restricted Share Award Agreement (5-Year Vesting) under the CubeSmart 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.65 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.
10.31*	Third Amendment to Credit Agreement, dated as of April 22, 2015, by and among CubeSmart, L.P., CubeSmart, Wells Fargo Bank, National Association, as Administrative Agent and each of the lenders party thereto, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on April 27, 2015.
10.32*	Fourth Amendment to Term Loan Agreement, dated as of April 22, 2015, by and among CubeSmart, L.P., CubeSmart, Wells Fargo Bank, National Association, as Administrative Agent and each of the lenders party thereto, incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed on April 27, 2015.
10.33*†	Amended and Restated CubeSmart 2007 Equity Incentive Plan, effective June 1, 2016, incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement, filed on April 14, 2016.
10.34*†	First Amendment to Executive Employment Agreement, dated as of September 30, 2016, by and between CubeSmart and Christopher P. Marr, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on September 30, 2016.
10.35*†	CubeSmart Executive Severance Plan, effective January 1, 2017, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on November 4, 2016.
10.36*†	Form of Non-Qualified Share Option Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.
10.37*†	Form of Non-Qualified Share Option Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.
10.38*†	Form of Restricted Share Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.
10.39*†	Form of Restricted Share Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.
10.40*†	Form of Restricted Share Award Agreement (5-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.
10.41*†	Form of Restricted Share Unit Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.
10.42*†	Form of Restricted Share Unit Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.
10.43*†	Form of Performance-Vested Restricted Share Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.
10.44*†	Form of Performance-Vested Restricted Share Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.50 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.
10.45*†	Form of Performance-Vested Restricted Share Unit Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.51 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.
10.46*†	Form of Performance-Vested Restricted Share Unit Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K, filed on February 17, 2017.
10.47*	Amended and Restated Equity Distribution Agreement, dated July 27, 2018, by and among CubeSmart, CubeSmart, L.P. and Wells Fargo Securities, LLC, incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on July 27, 2018.
10.48*	Amended and Restated Equity Distribution Agreement, dated July 27, 2018, by and among CubeSmart, CubeSmart, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K, filed on July 27, 2018.
10.49*	Amended and Restated Equity Distribution Agreement, dated July 27, 2018, by and among CubeSmart, CubeSmart, L.P. and BMO Capital Markets Corp., incorporated by reference to Exhibit 1.3 to the Company’s Current Report on Form 8-K, filed on July 27, 2018.
10.50*	Amended and Restated Equity Distribution Agreement, dated July 27, 2018, by and among CubeSmart, CubeSmart, L.P. and Jeffries LLC, incorporated by reference to Exhibit 1.4 to the Company’s Current Report on Form 8-K, filed on July 27, 2018.
10.51*	Amended and Restated Equity Distribution Agreement, dated July 27, 2018, by and among CubeSmart, CubeSmart, L.P. and RBC Capital Markets, LLC, incorporated by reference to Exhibit 1.5 to the Company’s Current Report on Form 8-K, filed on July 27, 2018.
10.52*	Amended and Restated Equity Distribution Agreement, dated July 27, 2018, by and among CubeSmart, CubeSmart, L.P. and Barclays Capital Inc., incorporated by reference to Exhibit 1.6 to the Company’s Current Report on Form 8-K, filed on July 27, 2018.
10.53*†	Form of Restricted Share Agreement under the CubeSmart 2007 Equity Incentive Plan,as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on January 3, 2019.
10.54*†	Form of Non-Qualified Share Option Agreement under the CubeSmart 2007 Equity Incentive Plan,as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed on January 3, 2019.
10.55*†	Form of Performance-Vested Restricted Share Agreement under the CubeSmart 2007 Equity Incentive Plan,as amended and restated, effective June 1, 2016, incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K, filed on January 3, 2019.
21.1	List of Subsidiaries.
23.1	Consent of KPMG LLP relating to financial statements of CubeSmart.
23.2	Consent of KPMG LLP relating to financial statements of CubeSmart, L.P.
31.1	Certification of Chief Executive Officer of CubeSmart required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer of CubeSmart required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3	Certification of Chief Executive Officer of CubeSmart, L.P. required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

55

31.4	Certification of Chief Financial Officer of CubeSmart, L.P. required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer of CubeSmart pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Executive Officer and Chief Financial Officer of CubeSmart, L.P. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Material United States Federal Income Tax Considerations.
101	The following CubeSmart and CubeSmart, L.P. financial information for the year ended December 31, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, detailed tagged and filed herewith.

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

ITEM 16.  FORM 10-K SUMMARY

None.

56

SIGNATURES

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

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

Date: February 22, 2019

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

Signature	Title	Date
/s/ Marianne M. Keler	Chair of the Board of Trustees	February 22, 2019
Marianne M. Keler
/s/ Christopher P. Marr	Chief Executive Officer and Trustee	February 22, 2019
Christopher P. Marr	(Principal Executive Officer)
/s/ Timothy M. Martin	Chief Financial Officer	February 22, 2019
Timothy M. Martin	(Principal Financial and Accounting Officer)
/s/ Piero Bussani	Trustee	February 22, 2019
Piero Bussani
/s/ Dorothy Dowling	Trustee	February 22, 2019
Dorothy Dowling
/s/ John W. Fain	Trustee	February 22, 2019
John W. Fain
/s/ John F. Remondi	Trustee	February 22, 2019
John F. Remondi
/s/ Jeffrey F. Rogatz	Trustee	February 22, 2019
Jeffrey F. Rogatz
/s/ Deborah Ratner Salzberg	Trustee	February 22, 2019
Deborah Ratner Salzberg

57

FINANCIAL STATEMENTS
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

	Page No.
Consolidated Financial Statements of CUBESMART and CUBESMART, L.P. (the “Company”)
Management’s Report on CubeSmart Internal Control Over Financial Reporting	F-2
Management’s Report on CubeSmart, L.P. Internal Control Over Financial Reporting	F-3
Reports of Independent Registered Public Accounting Firm	F-4
CubeSmart and Subsidiaries Consolidated Balance Sheets as of December 31, 2018 and 2017	F-8
CubeSmart and Subsidiaries Consolidated Statements of Operations for the years ended December 31, 2018, 2017, and 2016	F-9
CubeSmart and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018, 2017, and 2016	F-10
CubeSmart and Subsidiaries Consolidated Statements of Equity for the years ended December 31, 2018, 2017, and 2016	F-11
CubeSmart and Subsidiaries Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017, and 2016	F-12
CubeSmart, L.P. and Subsidiaries Consolidated Balance Sheets as of December 31, 2018 and 2017	F-13
CubeSmart, L.P. and Subsidiaries Consolidated Statements of Operations for the years ended December 31, 2018, 2017, and 2016	F-14
CubeSmart, L.P. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018, 2017, and 2016	F-15
CubeSmart, L.P. and Subsidiaries Consolidated Statements of Capital for the years ended December 31, 2018, 2017, and 2016	F-16
CubeSmart, L.P. and Subsidiaries Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017, and 2016	F-17
Notes to Consolidated Financial Statements	F-18

F-1

MANAGEMENT’S REPORT ON CUBESMART INTERNAL CONTROL OVER FINANCIAL REPORTING

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

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

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

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

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

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

Under the supervision, and with the participation, of the REIT’s management, including the principal executive officer and principal financial officer, management conducted a review, evaluation, and assessment of the effectiveness of our internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  In performing its assessment of the effectiveness of internal control over financial reporting, management has concluded that, as of December 31, 2018, the REIT’s internal control over financial reporting was effective based on the COSO framework.

The effectiveness of our internal control over financial reporting as of December 31, 2018, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report that appears herein.

February 22, 2019

F-2

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

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

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

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

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

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

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

Under the supervision, and with the participation, of the Partnership’s management, including the principal executive officer and principal financial officer, management conducted a review, evaluation, and assessment of the effectiveness of our internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In performing its assessment of the effectiveness of internal control over financial reporting, management has concluded that, as of December 31, 2018, the Partnership’s internal control over financial reporting was effective based on the COSO framework.

The effectiveness of our internal control over financial reporting as of December 31, 2018, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report that appears herein.

February 22, 2019

F-3

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of
CubeSmart:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of CubeSmart and subsidiaries (the Company) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three‑year period ended December 31, 2018, and the related notes and financial statement schedule III (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, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2018, 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, 2018, 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 22, 2019 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.

/s/ KPMG LLP

We have served as the Company’s auditor since 2009.

Philadelphia, Pennsylvania

February 22, 2019

F-4

Report of Independent Registered Public Accounting Firm

To the Partners of
CubeSmart, L.P.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of CubeSmart, L.P. and subsidiaries (the Company) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows for each of the years in the three‑year period ended December 31, 2018, and the related notes and financial statement schedule III (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, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2018, 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, 2018, 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 22, 2019 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.

/s/ KPMG LLP

We have served as the Company’s auditor since 2009.

Philadelphia, Pennsylvania

February 22, 2019

F-5

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of
CubeSmart:

Opinion on Internal Control Over Financial Reporting

We have audited CubeSmart and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2018, based on criteria established inInternal 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, 2018, 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, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes and financial statement scheduleIII (collectively, the consolidated financial statements), and our report dated February 22, 2019 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 Report on CubeSmart Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We 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.

/s/ KPMG LLP

Philadelphia, Pennsylvania

February 22, 2019

F-6

Report of Independent Registered Public Accounting Firm

To the Partners of
CubeSmart, L.P.:

Opinion on Internal Control Over Financial Reporting

We have audited CubeSmart, L.P. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2018, based on criteria established inInternal 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, 2018, 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, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes and financial statement scheduleIII (collectively, the consolidated financial statements), and our report dated February 22, 2019 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 Report on CubeSmart, L.P. Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We 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.

/s/ KPMG LLP

Philadelphia, Pennsylvania

February 22, 2019

F-7

CUBESMART AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	December 31,
	2018		2017
ASSETS
Storage properties	$	4,463,455	$	4,161,715
Less: Accumulated depreciation		(862,487)		(752,925)
Storage properties, net (including VIE assets of $330,986 and $291,496, respectively)		3,600,968		3,408,790
Cash and cash equivalents		3,764		5,268
Restricted cash		2,718		3,890
Loan procurement costs, net of amortization		963		1,592
Investment in real estate ventures, at equity		95,796		91,206
Other assets, net		48,763		34,590
Total assets	$	3,752,972	$	3,545,336
LIABILITIES AND EQUITY
Unsecured senior notes, net	$	1,143,524	$	1,142,460
Revolving credit facility		195,525		81,700
Unsecured term loans, net		299,799		299,396
Mortgage loans and notes payable, net		108,246		111,434
Accounts payable, accrued expenses and other liabilities		149,914		143,344
Distributions payable		60,627		55,297
Deferred revenue		22,595		21,529
Security deposits		474		486
Total liabilities		1,980,704		1,855,646
Noncontrolling interests in the Operating Partnership		55,819		54,320
Commitments and contingencies
Equity
Common shares $.01 par value, 400,000,000 shares authorized, 187,145,103 and 182,215,735 shares issued and outstanding at December 31, 2018 and 2017, respectively		1,871		1,822
Additional paid-in capital		2,500,751		2,356,620
Accumulated other comprehensive (loss) income		(1,029)		3
Accumulated deficit		(791,915)		(729,311)
Total CubeSmart shareholders’ equity		1,709,678		1,629,134
Noncontrolling interests in subsidiaries		6,771		6,236
Total equity		1,716,449		1,635,370
Total liabilities and equity	$	3,752,972	$	3,545,336

See accompanying notes to the consolidated financial statements.

F-8

CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	For the year ended December 31,
	2018		2017		2016
REVENUES
Rental income	$	517,535	$	489,043	$	449,601
Other property related income		60,156		55,001		50,255
Property management fee income		20,253		14,899		10,183
Total revenues		597,944		558,943		510,039
OPERATING EXPENSES
Property operating expenses		196,866		181,508		165,847
Depreciation and amortization		143,350		145,681		161,865
General and administrative		37,712		34,745		32,823
Acquisition related costs		—		1,294		6,552
Total operating expenses		377,928		363,228		367,087
OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans		(62,132)		(56,952)		(50,399)
Loan procurement amortization expense		(2,313)		(2,638)		(2,577)
Equity in losses of real estate ventures		(865)		(1,386)		(2,662)
Gains from sale of real estate, net		10,576		—		—
Other		206		872		1,062
Total other expense		(54,528)		(60,104)		(54,576)
NET INCOME		165,488		135,611		88,376
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Noncontrolling interests in the Operating Partnership		(1,820)		(1,593)		(941)
Noncontrolling interest in subsidiaries		221		270		470
NET INCOME ATTRIBUTABLE TO THE COMPANY		163,889		134,288		87,905
Distribution to preferred shareholders		—		—		(5,045)
Preferred share redemption charge		—		—		(2,937)
NET INCOME ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS	$	163,889	$	134,288	$	79,923
Basic earnings per share attributable to common shareholders	$	0.89	$	0.74	$	0.45
Diluted earnings per share attributable to common shareholders	$	0.88	$	0.74	$	0.45
Weighted-average basic shares outstanding		184,653		180,525		178,246
Weighted-average diluted shares outstanding		185,495		181,448		179,533

See accompanying notes to the consolidated financial statements.

F-9

CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	For the year ended December 31,
	2018		2017		2016
NET INCOME	$	165,488	$	135,611	$	88,376
Other comprehensive (loss) income:
Unrealized (losses) gains on interest rate swaps		(979)		195		(1,247)
Reclassification of realized (gains) losses on interest rate swaps		(60)		1,680		4,412
OTHER COMPREHENSIVE (LOSS) INCOME		(1,039)		1,875		3,165
COMPREHENSIVE INCOME		164,449		137,486		91,541
Comprehensive income attributable to noncontrolling interests in the Operating Partnership		(1,814)		(1,615)		(978)
Comprehensive loss attributable to noncontrolling interest in subsidiaries		221		270		470
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY	$	162,856	$	136,141	$	91,033

See accompanying notes to the consolidated financial statements.

F-10

CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands)

																			Noncontrolling
																			Interests
	Common			Preferred			Additional		Accumulated Other				Total		Noncontrolling				in the
	Shares			Shares			Paid-in		Comprehensive		Accumulated		Shareholders’		Interests in		Total		Operating
	Number	Amount		Number	Amount		Capital		(Loss) Income		Deficit		Equity		Subsidiaries		Equity		Partnership
Balance at December 31, 2015	174,668	$	1,747	3,100	$	31	$	2,231,181	$	(4,978)	$	(584,654)	$	1,643,327	$	1,526	$	1,644,853	$	66,128
Contributions from noncontrolling interest in subsidiaries																4,799		4,799
Issuance of common shares, net	4,408		44					136,077						136,121				136,121
Issuance of restricted shares	123		1											1				1
Issuance of OP Shares																				1,500
Conversion from units to shares	188		2					4,874						4,876				4,876		(4,876)
Exercise of stock options	696		7					13,276						13,283				13,283
Amortization of restricted shares								1,952						1,952				1,952
Share compensation expense								1,260						1,260				1,260
Adjustment for noncontrolling interests in the Operating Partnership												7,388		7,388				7,388		(7,388)
Net income (loss)												87,905		87,905		(470)		87,435		941
Other comprehensive income, net:										3,128				3,128				3,128		37
Preferred share distributions ($1.63 per share)												(5,045)		(5,045)				(5,045)
Preferred share redemption				(3,100)		(31)		(74,606)				(2,937)		(77,574)				(77,574)
Common share distributions ($0.90 per share)												(161,240)		(161,240)				(161,240)		(1,935)
Balance at December 31, 2016	180,083	$	1,801	—	$	—	$	2,314,014	$	(1,850)	$	(658,583)	$	1,655,382	$	5,855	$	1,661,237	$	54,407
Contributions from noncontrolling interest in subsidiaries																1,058		1,058
Acquisition of noncontrolling interest in subsidiary								(8,626)						(8,626)		(407)		(9,033)
Issuance of common shares, net	1,036		10					29,632						29,642				29,642
Issuance of restricted shares	106		1											1				1
Issuance of OP Shares																				12,324
Conversion from units to shares	594		6					15,700						15,706				15,706		(15,706)
Exercise of stock options	397		4					2,360						2,364				2,364
Amortization of restricted shares								2,009						2,009				2,009
Share compensation expense								1,531						1,531				1,531
Adjustment for noncontrolling interests in the Operating Partnership												(3,965)		(3,965)				(3,965)		3,965
Net income (loss)												134,288		134,288		(270)		134,018		1,593
Other comprehensive income, net:										1,853				1,853				1,853		22
Common share distributions ($1.11 per share)												(201,051)		(201,051)				(201,051)		(2,285)
Balance at December 31, 2017	182,216	$	1,822	—	$	—	$	2,356,620	$	3	$	(729,311)	$	1,629,134	$	6,236	$	1,635,370	$	54,320
Contributions from noncontrolling interest in subsidiaries																925		925
Distributions to noncontrolling interests in subsidiaries																(169)		(169)
Issuance of common shares, net	4,291		43					131,786						131,829				131,829
Issuance of restricted shares	86		1											1				1
Issuance of OP Shares																				6,242
Conversion from units to shares	147		1					4,403						4,404				4,404		(4,404)
Exercise of stock options	405		4					3,831						3,835				3,835
Amortization of restricted shares								2,570						2,570				2,570
Share compensation expense								1,541						1,541				1,541
Adjustment for noncontrolling interests in the Operating Partnership												(299)		(299)				(299)		299
Net income (loss)												163,889		163,889		(221)		163,668		1,820
Other comprehensive (loss) income, net:										(1,032)		405		(627)				(627)		(6)
Common share distributions ($1.22 per share)												(226,599)		(226,599)				(226,599)		(2,452)
Balance at December 31, 2018	187,145	$	1,871	—	$	—	$	2,500,751	$	(1,029)	$	(791,915)	$	1,709,678	$	6,771	$	1,716,449	$	55,819

See accompanying notes to the consolidated financial statements.

F-11

CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	For the year ended December 31,
	2018		2017		2016
Operating Activities
Net income	$	165,488	$	135,611	$	88,376
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		145,663		148,319		164,442
Equity in losses of real estate ventures		865		1,386		2,662
Gains from sale of real estate, net		(10,576)		—		—
Equity compensation expense		5,572		5,586		4,850
Accretion of fair market value adjustment of debt		(735)		(559)		(1,138)
Changes in other operating accounts:
Other assets		(4,937)		(10,429)		(5,229)
Accounts payable and accrued expenses		2,653		10,846		7,862
Other liabilities		342		1,154		1,449
Net cash provided by operating activities	$	304,335	$	291,914	$	263,274
Investing Activities
Acquisitions of storage properties		(214,510)		(69,629)		(388,641)
Additions and improvements to storage properties		(27,626)		(27,378)		(29,672)
Development costs		(86,002)		(68,778)		(136,912)
Investment in real estate ventures		(19,216)		(301)		(12,176)
Cash distributed from real estate ventures		8,706		15,783		8,113
Proceeds from sale of real estate, net		16,389		—		—
Net cash used in investing activities	$	(322,259)	$	(150,303)	$	(559,288)
Financing Activities
Proceeds from:
Unsecured senior notes		—		103,192		298,512
Revolving credit facility		679,535		628,400		958,200
Principal payments on:
Revolving credit facility		(565,710)		(590,000)		(914,900)
Unsecured term loans		—		(100,000)		—
Mortgage loans and notes payable		(9,816)		(8,666)		(37,260)
Loan procurement costs		—		(953)		(2,467)
Acquisition of noncontrolling interest in subsidiary		—		(9,033)		—
Proceeds from issuance of common shares, net		131,830		29,643		136,122
Cash paid upon vesting of restricted shares		(1,461)		(2,046)		(1,638)
Redemption of preferred shares		—		—		(77,574)
Exercise of stock options		3,835		2,364		13,283
Contributions from noncontrolling interests in subsidiaries		925		1,058		4,799
Distributions paid to noncontrolling interests in subsidiaries		(169)		—		—
Distributions paid to common shareholders		(221,328)		(195,006)		(149,280)
Distributions paid to preferred shareholders		—		—		(6,545)
Distributions paid to noncontrolling interests in Operating Partnership		(2,393)		(2,272)		(1,841)
Net cash provided by (used in) financing activities	$	15,248	$	(143,319)	$	219,411
Change in cash, cash equivalents, and restricted cash		(2,676)		(1,708)		(76,603)
Cash, cash equivalents, and restricted cash at beginning of year		9,158		10,866		87,469
Cash, cash equivalents, and restricted cash at end of year	$	6,482	$	9,158	$	10,866
Supplemental Cash Flow and Noncash Information
Cash paid for interest, net of interest capitalized	$	66,829	$	63,407	$	53,085
Supplemental disclosure of noncash activities:
Restricted cash - acquisition of storage properties	$	—	$	—	$	(22,019)
Accretion of put liability	$	24,747	$	35,122	$	31,426
Derivative valuation adjustment	$	(633)	$	1,875	$	3,165
Discount on issuance of unsecured senior notes	$	—	$	—	$	1,488
Mortgage loan assumptions	$	7,166	$	6,201	$	41,513
Preferred share redemption	$	—	$	—	$	2,863
Issuance of OP units	$	6,242	$	12,324	$	—
Liability for acquisition of storage property	$	—	$	1,470	$	—
Contribution of storage property to real estate venture	$	—	$	9,400	$	—

See accompanying notes to the consolidated financial statements.

F-12

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

	December 31,
	2018		2017
ASSETS
Storage properties	$	4,463,455	$	4,161,715
Less: Accumulated depreciation		(862,487)		(752,925)
Storage properties, net (including VIE assets of $330,986 and $291,496, respectively)		3,600,968		3,408,790
Cash and cash equivalents		3,764		5,268
Restricted cash		2,718		3,890
Loan procurement costs, net of amortization		963		1,592
Investment in real estate ventures, at equity		95,796		91,206
Other assets, net		48,763		34,590
Total assets	$	3,752,972	$	3,545,336
LIABILITIES AND CAPITAL
Unsecured senior notes, net	$	1,143,524	$	1,142,460
Revolving credit facility		195,525		81,700
Unsecured term loans, net		299,799		299,396
Mortgage loans and notes payable, net		108,246		111,434
Accounts payable, accrued expenses and other liabilities		149,914		143,344
Distributions payable		60,627		55,297
Deferred revenue		22,595		21,529
Security deposits		474		486
Total liabilities		1,980,704		1,855,646
Limited Partnership interests of third parties		55,819		54,320
Commitments and contingencies
Capital
Operating Partner		1,710,707		1,629,131
Accumulated other comprehensive (loss) income		(1,029)		3
Total CubeSmart, L.P. capital		1,709,678		1,629,134
Noncontrolling interests in subsidiaries		6,771		6,236
Total capital		1,716,449		1,635,370
Total liabilities and capital	$	3,752,972	$	3,545,336

See accompanying notes to the consolidated financial statements.

F-13

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per common unit data)

	For the year ended December 31,
	2018		2017		2016
REVENUES
Rental income	$	517,535	$	489,043	$	449,601
Other property related income		60,156		55,001		50,255
Property management fee income		20,253		14,899		10,183
Total revenues		597,944		558,943		510,039
OPERATING EXPENSES
Property operating expenses		196,866		181,508		165,847
Depreciation and amortization		143,350		145,681		161,865
General and administrative		37,712		34,745		32,823
Acquisition related costs		—		1,294		6,552
Total operating expenses		377,928		363,228		367,087
OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans		(62,132)		(56,952)		(50,399)
Loan procurement amortization expense		(2,313)		(2,638)		(2,577)
Equity in losses of real estate ventures		(865)		(1,386)		(2,662)
Gains from sale of real estate, net		10,576		—		—
Other		206		872		1,062
Total other expense		(54,528)		(60,104)		(54,576)
NET INCOME		165,488		135,611		88,376
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Noncontrolling interest in subsidiaries		221		270		470
NET INCOME ATTRIBUTABLE TO CUBESMART L.P.		165,709		135,881		88,846
Operating Partnership interests of third parties		(1,820)		(1,593)		(941)
NET INCOME ATTRIBUTABLE TO OPERATING PARTNER		163,889		134,288		87,905
Distribution to preferred unitholders		—		—		(5,045)
Preferred unit redemption charge		—		—		(2,937)
NET INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS	$	163,889	$	134,288	$	79,923
Basic earnings per unit attributable to common unitholders	$	0.89	$	0.74	$	0.45
Diluted earnings per unit attributable to common unitholders	$	0.88	$	0.74	$	0.45
Weighted-average basic units outstanding		184,653		180,525		178,246
Weighted-average diluted units outstanding		185,495		181,448		179,533

See accompanying notes to the consolidated financial statements.

F-14

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	For the year ended December 31,
	2018		2017		2016
NET INCOME	$	165,488	$	135,611	$	88,376
Other comprehensive (loss) income:
Unrealized (losses) gains on interest rate swaps		(979)		195		(1,247)
Reclassification of realized (gains) losses on interest rate swaps		(60)		1,680		4,412
OTHER COMPREHENSIVE (LOSS) INCOME		(1,039)		1,875		3,165
COMPREHENSIVE INCOME		164,449		137,486		91,541
Comprehensive income attributable to Operating Partnership interests of third parties		(1,814)		(1,615)		(978)
Comprehensive loss attributable to noncontrolling interest in subsidiaries		221		270		470
COMPREHENSIVE INCOME ATTRIBUTABLE TO OPERATING PARTNER	$	162,856	$	136,141	$	91,033

See accompanying notes to the consolidated financial statements.

F-15

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CAPITAL

(in thousands)

	Number of Common OP	Number of Preferred OP			Accumulated Other		Total		Noncontrolling				Operating Partnership
	Units	Units		Operating	Comprehensive		CubeSmart L.P.		Interest in		Total		Interests
	Outstanding	Outstanding		Partner	(Loss) Income		Capital		Subsidiaries		Capital		of Third Parties
Balance at December 31, 2015	174,668	3,100	$	1,648,305	$	(4,978)	$	1,643,327	$	1,526	$	1,644,853	$	66,128
Contributions from noncontrolling interest in subsidiaries										4,799		4,799
Issuance of common OP units, net	4,408			136,121				136,121				136,121
Issuance of restricted OP units	123			1				1				1
Issuance of OP Shares														1,500
Conversion from OP units to shares	188			4,876				4,876				4,876		(4,876)
Exercise of OP unit options	696			13,283				13,283				13,283
Amortization of restricted OP units				1,952				1,952				1,952
OP unit compensation expense				1,260				1,260				1,260
Adjustment for Operating Partnership interests of third parties				7,388				7,388				7,388		(7,388)
Net income (loss)				87,905				87,905		(470)		87,435		941
Other comprehensive income, net:						3,128		3,128				3,128		37
Preferred OP unit distributions ($1.63 per unit)				(5,045)				(5,045)				(5,045)
Preferred OP unit redemption		(3,100)		(77,574)				(77,574)				(77,574)
Common OP unit distributions ($0.90 per unit)				(161,240)				(161,240)				(161,240)		(1,935)
Balance at December 31, 2016	180,083	—	$	1,657,232	$	(1,850)	$	1,655,382	$	5,855	$	1,661,237	$	54,407
Contributions from noncontrolling interest in subsidiaries										1,058		1,058
Acquisition of noncontrolling interest in subsidiary				(8,626)				(8,626)		(407)		(9,033)
Issuance of common OP units, net	1,036			29,642				29,642				29,642
Issuance of restricted OP units	106			1				1				1
Issuance of OP Shares														12,324
Conversion from OP units to shares	594			15,706				15,706				15,706		(15,706)
Exercise of OP unit options	397			2,364				2,364				2,364
Amortization of restricted OP units				2,009				2,009				2,009
OP unit compensation expense				1,531				1,531				1,531
Adjustment for Operating Partnership interests of third parties				(3,965)				(3,965)				(3,965)		3,965
Net income (loss)				134,288				134,288		(270)		134,018		1,593
Other comprehensive income, net:						1,853		1,853				1,853		22
Common OP unit distributions ($1.11 per unit)				(201,051)				(201,051)				(201,051)		(2,285)
Balance at December 31, 2017	182,216	—	$	1,629,131	$	3	$	1,629,134	$	6,236	$	1,635,370	$	54,320
Contributions from noncontrolling interest in subsidiaries										925		925
Distributions to noncontrolling interests in subsidiaries										(169)		(169)
Issuance of common OP units, net	4,291			131,829				131,829				131,829
Issuance of restricted OP units	86			1				1				1
Issuance of OP Shares														6,242
Conversion from OP units to shares	147			4,404				4,404				4,404		(4,404)
Exercise of OP unit options	405			3,835				3,835				3,835
Amortization of restricted OP units				2,570				2,570				2,570
OP unit compensation expense				1,541				1,541				1,541
Adjustment for Operating Partnership interests of third parties				(299)				(299)				(299)		299
Net income (loss)				163,889				163,889		(221)		163,668		1,820
Other comprehensive income (loss), net:				405		(1,032)		(627)				(627)		(6)
Common OP unit distributions ($1.22 per unit)				(226,599)				(226,599)				(226,599)		(2,452)
Balance at December 31, 2018	187,145	—	$	1,710,707	$	(1,029)	$	1,709,678	$	6,771	$	1,716,449	$	55,819

See accompanying notes to the consolidated financial statements.

F-16

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	For the year ended December 31,
	2018		2017		2016
Operating Activities
Net income	$	165,488	$	135,611	$	88,376
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		145,663		148,319		164,442
Equity in losses of real estate ventures		865		1,386		2,662
Gains from sale of real estate, net		(10,576)		—		—
Equity compensation expense		5,572		5,586		4,850
Accretion of fair market value adjustment of debt		(735)		(559)		(1,138)
Changes in other operating accounts:
Other assets		(4,937)		(10,429)		(5,229)
Accounts payable and accrued expenses		2,653		10,846		7,862
Other liabilities		342		1,154		1,449
Net cash provided by operating activities	$	304,335	$	291,914	$	263,274
Investing Activities
Acquisitions of storage properties		(214,510)		(69,629)		(388,641)
Additions and improvements to storage properties		(27,626)		(27,378)		(29,672)
Development costs		(86,002)		(68,778)		(136,912)
Investment in real estate ventures		(19,216)		(301)		(12,176)
Cash distributed from real estate ventures		8,706		15,783		8,113
Proceeds from sale of real estate, net		16,389		—		—
Net cash used in investing activities	$	(322,259)	$	(150,303)	$	(559,288)
Financing Activities
Proceeds from:
Unsecured senior notes		—		103,192		298,512
Revolving credit facility		679,535		628,400		958,200
Principal payments on:
Revolving credit facility		(565,710)		(590,000)		(914,900)
Unsecured term loans		—		(100,000)		—
Mortgage loans and notes payable		(9,816)		(8,666)		(37,260)
Loan procurement costs		—		(953)		(2,467)
Acquisition of noncontrolling interest in subsidiary		—		(9,033)		—
Proceeds from issuance of common OP units		131,830		29,643		136,122
Cash paid upon vesting of restricted OP units		(1,461)		(2,046)		(1,638)
Redemption of preferred units		—		—		(77,574)
Exercise of OP unit options		3,835		2,364		13,283
Contributions from noncontrolling interests in subsidiaries		925		1,058		4,799
Distributions paid to noncontrolling interests in subsidiaries		(169)		—		—
Distributions paid to common OP unitholders		(223,721)		(197,278)		(151,121)
Distributions paid to preferred OP unitholders		—		—		(6,545)
Net cash provided by (used in) financing activities	$	15,248	$	(143,319)	$	219,411
Change in cash, cash equivalents, and restricted cash		(2,676)		(1,708)		(76,603)
Cash, cash equivalents, and restricted cash at beginning of year		9,158		10,866		87,469
Cash, cash equivalents, and restricted cash at end of year	$	6,482	$	9,158	$	10,866
Supplemental Cash Flow and Noncash Information
Cash paid for interest, net of interest capitalized	$	66,829	$	63,407	$	53,085
Supplemental disclosure of noncash activities:
Restricted cash - acquisition of storage properties	$	—	$	—	$	(22,019)
Accretion of put liability	$	24,747	$	35,122	$	31,426
Derivative valuation adjustment	$	(633)	$	1,875	$	3,165
Discount on issuance of unsecured senior notes	$	—	$	—	$	1,488
Mortgage loan assumptions	$	7,166	$	6,201	$	41,513
Preferred unit redemption	$	—	$	—	$	2,863
Issuance of OP units	$	6,242	$	12,324	$	—
Liability for acquisition of storage property	$	—	$	1,470	$	—
Contribution of storage property to real estate venture	$	—	$	9,400	$	—

See accompanying notes to the consolidated financial statements.

F-17

CUBESMART AND CUBESMART L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  ORGANIZATION AND NATURE OF OPERATIONS

CubeSmart (the “Parent Company”) operates as a self-managed and self-administered real estate investment trust (“REIT”) with its operations conducted solely through CubeSmart, L.P. and its subsidiaries.  CubeSmart, L.P., a Delaware limited partnership (the “Operating Partnership”), operates through an umbrella partnership structure, with the Parent Company, a Maryland REIT, as its sole general partner.  In the notes to the consolidated financial statements, we use the terms the “Company”, “we”, or “our” to refer to the Parent Company and the Operating Partnership together, unless the context indicates otherwise.  As of December 31, 2018, the Company owned self-storage properties located in 23 states throughout the United States and in the District of Columbia which are presented under one reportable segment: the Company owns, operates, develops, manages, and acquires self-storage properties.

As of December 31, 2018, the Parent Company owned approximately 99.0% of the partnership interests (“OP Units”) of the Operating Partnership.  The remaining OP Units, consisting exclusively of limited partner interests, are held by persons who contributed their interests in properties to us in exchange for OP Units.  Under the partnership agreement, these persons have the right to tender their OP Units for redemption to the Operating Partnership at any time following a specified restricted period for cash equal to the fair value of an equivalent number of common shares of the Parent Company.  In lieu of delivering cash, however, the Parent Company, as the Operating Partnership’s general partner, may, at its option, choose to acquire any OP Units so tendered by issuing common shares in exchange for the tendered OP Units.  If the Parent Company so chooses, its common shares will be exchanged for OP Units on a one-for-one basis.  This one-for-one exchange ratio is subject to adjustment to prevent dilution.  With each such exchange or redemption, the Parent Company’s percentage ownership in the Operating Partnership will increase.  In addition, whenever the Parent Company issues common or other classes of its shares, it contributes the net proceeds it receives from the issuance to the Operating Partnership and the Operating Partnership issues to the Parent Company an equal number of OP Units or other partnership interests having preferences and rights that mirror the preferences and rights of the shares issued.  This structure is commonly referred to as an umbrella partnership REIT or “UPREIT”.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

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

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

Noncontrolling Interests

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

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expenses, and net income or loss from controlled or consolidated entities that are less than wholly owned are reported at the consolidated amounts, including both the amounts attributable to the Company and noncontrolling interests.  Presentation of consolidated equity activity is included for both quarterly and annual financial statements, including beginning balances, activity for the period, and ending balances for shareholders’ equity, noncontrolling interests and total equity.

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

The consolidated results of the Company include results attributable to units of the Operating Partnership that are not owned by the Company.  These interests were issued in the form of OP units and were a component of the consideration the Company paid to acquire certain self-storage properties.  Limited partners who acquired OP units have the right to require the Operating Partnership to redeem part or all of their OP units for, at the Company’s option, an equivalent number of common shares of the Company or cash based upon the fair value of an equivalent number of common shares of the Company.  However, the operating agreement contains certain circumstances that could result in a net cash settlement outside the control of the Company, as the Company does not have the ability to settle in unregistered shares.  Accordingly, consistent with the guidance discussed above, the Company will continue to record these noncontrolling interests outside of permanent equity in the consolidated balance sheets.  Net income or loss related to these noncontrolling interests is excluded from net income or loss in the consolidated statements of operations.  The Company has adjusted the carrying value of its noncontrolling interests subject to redemption value to the extent applicable.  Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interests, the Operating Partnership reflected these interests at their redemption value as of December 31, 2018, as the estimated redemption value exceeded their carrying value. The Operating Partnership recorded an increase to OP Units owned by third parties and a corresponding decrease to capital of $0.3 million as of December 31, 2018.  Disclosure of such redemption provisions is provided in note 12.

Estimates

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

Self-Storage Properties

Self-storage properties are carried at historical cost less accumulated depreciation and impairment losses.  The cost of self-storage properties reflects their purchase price or development cost.  Acquisition costs are accounted for in accordance with Accounting Standard Update (“ASU”) No. 2017-01 - Business Combinations (Topic 805): Clarifying the Definition of a Business, which was adopted on January 1, 2018 (see section entitled Recent Accounting Pronouncements”), and are generally capitalized. Costs incurred for the renovation of a store are capitalized to the Company’s investment in that store.  Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.  The costs to develop self-storage properties are capitalized to construction in progress while the project is under development.

Purchase Price Allocation

When stores are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values.  When a portfolio of stores is acquired, the purchase price is allocated to the individual stores based upon the fair

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

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

Depreciation and Amortization

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

Impairment of Long-Lived Assets

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

Long-Lived Assets Held for Sale

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

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

Cash and Cash Equivalents

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

Restricted Cash

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

Loan Procurement Costs

Loan procurement costs related to borrowings were $21.5 million and $21.4 million as of December 31, 2018 and 2017, respectively, and are reported net of accumulated amortization of $13.4 million and $11.1 million as of December 31, 2018 and 2017, respectively. In accordance with ASU No. 2015-03, Loan procurement costs, net are presented as a direct deduction from the carrying amount of the related debt liability. If there is not an associated debt liability recorded on the consolidated balance sheets, the costs are recorded as an

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asset net of accumulated amortization. Loan procurement costs associated with the Company’s revolving credit facility remain in Loan procurement costs, net of amortization on the Company’s consolidated balance sheets. The costs are amortized over the estimated life of the related debt using the effective interest method and are reported as Loan procurement amortization expense on the Company’s consolidated statements of operations.

Other Assets

Other assets are comprised of the following as of December 31, 2018 and 2017 (in thousands):

	December 31,
	2018		2017
Intangible assets, net of accumulated amortization of $3,124 and $1,532	$	8,145	$	1,716
Accounts receivable		5,672		5,498
Prepaid real estate taxes		4,406		3,960
Prepaid insurance		1,479		2,105
Amounts due from affiliates (see note 13)		10,584		7,480
Assets held in trust related to deferred compensation arrangements		9,645		9,393
Equity investment recorded at cost (1)		5,000		—
Other		3,832		4,438
Total other assets, net	$	48,763	$	34,590

(1) On September 5, 2018, the Company invested $5.0 million in exchange for 100% of the Class A Preferred Units of Capital Storage Partners, LLC, a newly formed venture that acquired 22 self-storage properties located in Florida (4), Oklahoma (5), and Texas (13). The Class A Preferred Units earn an 11% cumulative dividend prior to any other distributions. The Company’s investment in Capital Storage and the related dividends are included in Other assets, net on the Company’s consolidated balance sheets and in Other income on the Company’s consolidated statements of operations, respectively.

Environmental Costs

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

Revenue Recognition

Management has determined that all of our leases are operating leases.  Rental income is recognized in accordance with the terms of the leases, which generally are month to month.  Property management fee income is recognized monthly as services are performed and in accordance with the terms of the related management agreements.

The Company recognizes gains from sale of real estate in accordance with the guidance on transfer of nonfinancial assets.  Payments received from purchasers prior to closing are recorded as deposits.  Profit on real estate sold is recognized when a valid contract exists, the collectability of the sales price is reasonably assured and the control of the property has transferred.

Advertising and Marketing Costs

The Company incurs advertising and marketing costs primarily attributable to internet marketing and other media advertisements.  The Company incurred $10.3 million, $9.7 million, and $9.4 million in advertising and marketing expenses for the years ended December 31, 2018, 2017 and 2016, respectively, which are included in Property operating expenses on the Company’s consolidated statements of operations.

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Equity Offering Costs

Underwriting discounts and commissions, financial advisory fees and offering costs are reflected as a reduction to additional paid-in capital.  For the years ended December 31, 2018, 2017 and 2016, the Company recognized $1.6 million, $0.6 million, and $1.6 million, respectively, of equity offering costs related to the issuance of common shares.

Other Property Related Income

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

Capitalized Interest

The Company capitalizes interest incurred that is directly associated with construction activities until the asset is placed into service.  Interest is capitalized to the related asset(s) using the weighted-average rate of the Company’s outstanding debt. For the years ended December 31, 2018, 2017 and 2016, the Company capitalized $4.4 million, $5.6 million, and $4.6 million, respectively, of interest incurred that is directly associated with construction activities.

Derivative Financial Instruments

The Company carries all derivatives on the balance sheet at fair value.  The Company determines the fair value of derivatives by observable prices that are based on inputs not quoted on active markets, but corroborated by market data.  The accounting for changes in the fair value of a derivative instrument depends on whether the derivative has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it.  The Company’s use of derivative instruments has been limited to cash flow hedges of certain interest rate risks.  The Company had interest rate swap agreements for notional principal amounts aggregating $150.0 million and $100.0 million as of December 31, 2018 and 2017, respectively, the fair values of which are included in Accounts payable, accrued expenses and other liabilities on the Company’s consolidated balance sheets.

Income Taxes

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

Earnings and profits, which determine the taxability of distributions to shareholders, differ from net income reported for financial reporting purposes due to differences in cost basis, the estimated useful lives used to compute depreciation, and the allocation of net income and loss for financial versus tax reporting purposes.  The net tax basis in the Company’s assets was approximately $3.6 billion and $3.4 billion as of December 31, 2018 and 2017, respectively.

Distributions to shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital.  Annually, the Company provides each of its shareholders a statement detailing the tax characterization of dividends paid during the preceding year as ordinary income, capital gain, or return of capital.  The characterization of the Company’s dividends for 2018 consisted of a 78.190% ordinary income distribution, a 13.653% capital gain distribution, and an 8.157% return of capital distribution from earnings and profits.

The Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits.  The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Company’s ordinary income, (b) 95% of the Company’s net capital gains, and (c) 100% of prior taxable income exceeds cash distributions and certain taxes paid by the Company.  No excise tax was incurred in 2018, 2017, or 2016.

Taxable REIT subsidiaries are subject to federal and state income taxes.  Our taxable REIT subsidiaries had a net deferred tax asset related to expenses which are deductible for tax purposes in future periods of $1.4 million as of December 31, 2018 and 2017.

Legislation commonly known as the Tax Cuts and Jobs Act (“TCJA”) was signed into law on December 22, 2017.  The TCJA made significant changes to the U.S. federal income tax rules for taxation of individuals and corporations (including REITs), generally effective for taxable years beginning after December 31, 2017.

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Earnings per Share and Unit

Basic earnings per share and unit are calculated based on the weighted average number of common shares and restricted shares outstanding during the period.  Diluted earnings per share and unit is calculated by further adjusting for the dilutive impact of share options, unvested restricted shares and contingently issuable shares outstanding during the period using the treasury stock method.  Potentially dilutive securities calculated under the treasury stock method were 842,000; 923,000 and 1,287,000 in 2018, 2017 and 2016, respectively. 

Share-Based Payments

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

Investments in Unconsolidated Real Estate Ventures

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

Reclassifications

On January 1, 2018, the Company adopted ASU No. 2016-15: Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments, which requires retrospective application for a number of cash flow classification items for which there was diversity in practice. See Recent Accounting Pronouncements below for the specific cash flow areas addressed by the new standard. As a result of adopting the new guidance, $1.6 million and $1.3 million of proceeds received from the settlement of insurance claims during the years ended December 31, 2017 and 2016, respectively, have been reclassified from operating activities to investing activities within the consolidated statements of cash flows.

On January 1, 2018, the Company also adopted ASU No. 2016-18: Statement of Cash Flows (Topic 230) – Restricted Cash, which requires restricted cash to be included with cash and cash equivalents as part of the reconciliation of beginning and end of period balances within the consolidated statements of cash flows. As a result of adopting the new guidance, $0.1 million and $4.1 million of restricted cash, which were previously included as operating cash outflows and investing cash inflows within the consolidated statements of cash flows for the year ended December 31, 2017, respectively, have been removed and are now included in the cash, cash equivalents, and restricted cash line items at the beginning and the end of the year. For the year ended December 31, 2016, $0.6 million and $16.1 million of restricted cash, which were previously included as operating cash inflows and investing cash inflows, respectively, have been removed and are now included in the cash, cash equivalents, and restricted cash line items at the beginning and the end of the year.

Recent Accounting Pronouncements

In August 2017, the FASB issued ASU No. 2017-12 – Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The transition guidance provides companies with the option of early adopting the new standard using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. This adoption method will require the Company to recognize the cumulative effect of initially applying the new guidance as an adjustment to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that the Company adopts the update. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In February 2017, as part of the new revenue standard, the FASB issued ASU No. 2017-05 – Other Income – Gains and Losses from the

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Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance, which focuses on recognizing gains and losses from the transfer of nonfinancial assets in contracts with non-customers. Specifically, the new guidance defines “in substance nonfinancial asset”, unifies guidance related to partial sales of nonfinancial assets, eliminates rules specifically addressing sales of real estate, removes exceptions to the financial asset derecognition model, and clarifies the accounting for contributions of nonfinancial assets to joint ventures. The new guidance became effective on January 1, 2018 when the Company adopted the new revenue standard. Upon adoption, the majority of the Company’s sale transactions are now treated as dispositions of nonfinancial assets rather than dispositions of a business given the FASB’s recently revised definition of a business (see ASU No. 2017-01 below). Additionally, in partial sale transactions where the Company sells a controlling interest in real estate but retains a noncontrolling interest, the Company will now fully recognize a gain or loss on the fair value measurement of the retained interest as the new guidance eliminates the partial profit recognition model. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations.

In January 2017, the FASB issued ASU No. 2017-01 - Business Combinations (Topic 805): Clarifying the Definition of a Business, which changes the definition of a business to include an input and a substantive process that together significantly contribute to the ability to create outputs. A framework is provided to evaluate when an input and a substantive process are present.  The new guidance also narrows the definition of outputs, which are defined as the results of inputs and substantive processes that provide goods or services to customers, other revenue, or investment income. The standard became effective on January 1, 2018. Upon adoption of the new guidance, the majority of the Company’s future property acquisitions will now be considered asset acquisitions, resulting in the capitalization of acquisition related costs incurred in connection with these transactions and the allocation of purchase price and acquisition related costs to the assets acquired based on their relative fair values. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations.

In November 2016, the FASB issued ASU No. 2016-18 - Statement of Cash Flows (Topic 230): Restricted Cash, which requires the statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The new guidance also requires entities to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. The standard became effective on January 1, 2018 and requires the use of the retrospective transition method. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements as the update primarily relates to financial statement presentation and disclosures.

In August 2016, the FASB issued ASU No. 2016-15 – Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The eight items that the ASU provides classification guidance on include (1) debt prepayment and extinguishment costs, (2) settlement of zero-coupon debt instruments, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (6) distributions received from equity method investments, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows and application of the predominance principle. The standard became effective on January 1, 2018 and requires the use of the retrospective transition method. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements as the update primarily relates to financial statement presentation and disclosures.

In February 2016, the FASB issued ASU No. 2016-02 - Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification.  Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The Company adopted the standard on January 1, 2019, the date it became effective for public companies, using the modified retrospective approach. Upon adoption, the Company elected the package of practical expedients permitted within the standard, which among other things, allows for the carryforward of historical lease classification. In addition, the Company elected the practical expedient that allows reporting entities to use hindsight to determine the lease term for existing leases. The Company expects to record lease liabilities of approximately $55.0 million and right-of-use assets of approximately $50.0 million, primarily related to the Company’s ten ground leases in which it serves as lessee (see note 14).

In May 2014, the FASB issued ASU No. 2014-09 - Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The new guidance outlines a five-step process for customer contract revenue recognition that focuses on transfer of control as opposed to transfer of

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risk and rewards. The new guidance also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from contracts with customers. In May 2016, the FASB issued ASU No. 2016-12 - Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which amends ASU No. 2014-09 and is intended to address implementation issues that were raised by stakeholders. ASU No. 2016-12 provides practical expedients on collectability, noncash consideration, presentation of sales tax and contract modifications and completed contracts in transition. Both standards became effective on January 1, 2018. The Company finalized the impact of the adoption of ASU No. 2014-09 and ASU No. 2016-12 on the Company’s consolidated financial statements and related disclosures and adopted the standards using the modified retrospective transition method. The standards did not have a material impact on the Company’s consolidated statements of financial position or results of operations primarily because most of its revenue is derived from lease contracts, which are excluded from the scope of the new guidance. The Company’s insurance fee revenue, property management fee revenue, and merchandise sale revenue are included in the scope of the new guidance, however, the Company identified similar performance obligations under this standard as compared with deliverables and separate units of account identified under its previous revenue recognition methodology. Accordingly, revenue recognized under the new guidance does not differ materially from revenue recognized under previous guidance and there is no material prior year impact.

Concentration of Credit Risk

The Company’s stores are located in major metropolitan and rural areas and have numerous customers per store.  No single customer represents a significant concentration of our revenues. The stores in Florida, New York, Texas, and California provided approximately 17%, 16%, 10% and 8%, respectively, of our total revenues for each of the years ended December 31, 2018, 2017 and 2016.

3.  STORAGE PROPERTIES

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

	December 31,
	2018		2017
	(in thousands)
Land	$	806,916	$	711,140
Buildings and improvements		3,343,173		3,086,252
Equipment		176,583		182,958
Construction in progress		136,783		181,365
Storage properties		4,463,455		4,161,715
Less: Accumulated depreciation		(862,487)		(752,925)
Storage properties, net	$	3,600,968	$	3,408,790

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The following table summarizes the Company’s acquisition and disposition activity for the years ended December 31, 2018, 2017, and 2016:

			Number of	Purchase / Sale Price
Asset/Portfolio	Market	Transaction Date	Stores	(in thousands)
2018 Acquisitions:
Texas Asset	Texas Markets - Major	January 2018	1	$	12,200
Texas Asset	Texas Markets - Major	May 2018	1		19,000
Metro DC Asset	Baltimore / DC	July 2018	1		34,200
Nevada Asset	Las Vegas	September 2018	1		14,350
North Carolina Asset	Charlotte	September 2018	1		11,000
California Asset	Los Angeles	October 2018	1		53,250
Texas Asset	Texas Markets - Major	October 2018	1		23,150
California Asset	San Diego	November 2018	1		19,118
New York Asset	New York / Northern NJ	November 2018	1		37,000
Illinois Asset	Chicago	December 2018	1		4,250
			10	$	227,518
2018 Dispositions:
Arizona Assets	Phoenix	November 2018	2	$	17,502
			2	$	17,502
2017 Acquisitions:
Illinois Asset	Chicago	April 2017	1	$	11,200
Maryland Asset	Baltimore / DC	May 2017	1		18,200
California Asset	Sacramento	May 2017	1		3,650
Texas Asset	Texas Markets - Major	October 2017	1		4,050
Florida Asset	Florida Markets - Other	October 2017	1		14,500
Illinois Asset	Chicago	November 2017	1		11,300
Florida Asset	Florida Markets - Other	December 2017	1		17,750
			7	$	80,650
2016 Acquisitions:
Metro DC Asset	Baltimore / DC	January 2016	1	$	21,000
Texas Assets	Texas Markets - Major	January 2016	2		24,800
New York Asset	New York / Northern NJ	January 2016	1		48,500
Texas Asset	Texas Markets - Major	January 2016	1		11,600
Connecticut Asset	Connecticut	February 2016	1		19,000
Texas Asset	Texas Markets - Major	March 2016	1		11,600
Florida Assets	Florida Markets - Other	March 2016	3		47,925
Colorado Asset	Denver	April 2016	1		11,350
Texas Asset	Texas Markets - Major	April 2016	1		11,600
Texas Asset	Texas Markets - Major	May 2016	1		10,100
Texas Asset	Texas Markets - Major	May 2016	1		10,800
Illinois Asset	Chicago	May 2016	1		12,350
Illinois Asset	Chicago	May 2016	1		16,000
Massachusetts Asset	Massachusetts	June 2016	1		14,300
Nevada Assets	Las Vegas	July 2016	2		23,200
Arizona Asset	Phoenix	August 2016	1		14,525
Minnesota Asset	Minneapolis	August 2016	1		15,150
Colorado Asset	Denver	August 2016	1		15,600
Texas Asset	Texas Markets - Major	September 2016	1		6,100
Texas Asset	Texas Markets - Major	September 2016	1		5,300
Nevada Asset	Las Vegas	October 2016	1		13,250
North Carolina Asset	Charlotte	November 2016	1		10,600
Arizona Asset	Phoenix	November 2016	1		14,000
Nevada Asset	Las Vegas	December 2016	1		14,900
			28	$	403,550

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4.  INVESTMENT ACTIVITY

2018 Acquisitions

During the year ended December 31, 2018, the Company acquired ten stores located throughout the United States, including one store upon completion of construction and the issuance of a certificate of occupancy, for an aggregate purchase price of approximately $227.5 million. In connection with these acquisitions, the Company allocated a portion of the purchase price to the tangible and intangible assets acquired based on fair value. Intangible assets consist of in-place leases, which aggregated $11.3 million at the time of the acquisitions and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during 2018 was approximately $3.1 million. In connection with one of the acquired stores, the Company assumed a $7.2 million mortgage loan that was immediately repaid by the Company. The remainder of the purchase price was funded with $0.2 million of cash and $4.8 million through the issuance of 168,011 OP Units (see note 12). Following a 13-month lock-up period, the holder may tender the OP Units for redemption by the Operating Partnership for a cash amount per OP Unit equal to the market value of an equivalent number of common shares of the Company. The Company has the right, but not the obligation, to assume and satisfy the redemption obligation of the Operating Partnership by issuing one common share in exchange for each OP Unit tendered for redemption. 

The following table summarizes the Company’s revenue and earnings associated with the 2018 acquisitions from the respective acquisition dates, that are included in the consolidated statements of operations for the year ended December 31, 2018:

	Year Ended December 31, 2018
	(in thousands)
Total revenue	$	4,089
Net loss		(2,732)

2018 Dispositions

On November 28, 2018, the Company sold two stores in Arizona for an aggregate sales price of approximately $17.5 million. In connection with these sales, the Company recorded gains that totaled approximately $10.6 million.

Development

As of December 31, 2018, the Company had invested in joint ventures to develop six self-storage properties located in Massachusetts (2) New Jersey (1), and New York (3). Construction for all projects is expected to be completed by the second quarter of 2020. As of December 31, 2018, development costs incurred to date for these projects totaled $118.6 million. Total construction costs for these projects are expected to be $162.7 million. These costs are capitalized to construction in progress while the projects are under development and are reflected in Storage properties on the Company’s consolidated balance sheets.

The Company has completed the construction and opened for operation the following stores since January 1, 2016. The costs associated with the construction of these stores are capitalized to land, building, and improvements as well as equipment and are reflected in Storage properties on the Company’s consolidated balance sheets.

			CubeSmart
	Number of		Ownership	Total
Store Location	Stores	Date Opened	Interest	Construction Costs
				(in thousands)
Bronx, NY	1	Q3 2018	51%	$	92,100
Brooklyn, NY (1)	1	Q4 2017	100%		49,300
Washington, D.C.	1	Q3 2017	100%		27,800
New York, NY	1	Q3 2017	90%		81,200
North Palm Beach, FL	1	Q1 2017	100%		9,700
Bronx, NY (1) (2)	1	Q2 2016	100%		32,200
Queens, NY (1)	1	Q1 2016	100%		31,800
	7			$	324,100

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

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Bronx, NY store put its 49% interest in the venture to the Company for $17.0 million. On March 28, 2018, the noncontrolling member in the venture that owned the Brooklyn, NY store put its 49% interest in the venture to the Company for $20.4 million. These amounts are included in Development costs on the Company’s consolidated statements of cash flows.

(2) This store is subject to a ground lease.

During the fourth quarter of 2015, the Company, through a joint venture in which the Company owned a 90% interest and that it previously consolidated, completed the construction and opened for operation a store located in Brooklyn, NY. On June 2, 2017, the Company acquired the noncontrolling member’s 10% interest in the venture for $9.0 million.  Prior to this transaction, the noncontrolling member’s interest was reported in Noncontrolling interests in subsidiaries on the consolidated balance sheets. Since the Company retained its controlling interest in the joint venture and the store is now wholly owned, this transaction was accounted for as an equity transaction. The carrying amount of the noncontrolling interest was reduced to zero to reflect the purchase, and the $8.6 million difference between the purchase price paid by the Company and the carrying amount of the noncontrolling interest was recorded as an adjustment to equity attributable to the Company.  In conjunction with the Company’s acquisition of the noncontrolling interest, the $9.8 million related party loan extended by the Company to the venture during the construction period was repaid in full.

2017 Acquisitions

During the year ended December 31, 2017, the Company acquired six stores located throughout the United States, including two stores upon completion of construction and the issuance of a certificate of occupancy, for an aggregate purchase price of approximately $69.5 million. In connection with these acquisitions, the Company allocated a portion of the purchase price to the tangible and intangible assets acquired based on fair value. Intangible assets consist of in-place leases, which aggregated $3.2 million at the time of the acquisitions and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during the years ended December 31, 2018 and 2017 was approximately $1.7 and $1.5 million, respectively. In connection with one of the acquired stores, the Company assumed mortgage debt that was recorded at a fair value of $6.2 million, which fair value includes an outstanding principal balance totaling $5.9 million and a net premium of $0.3 million to reflect the estimated fair value of the debt at the time of assumption. As part of the acquisition of that same store, the Company issued OP Units that were valued at approximately $12.3 million as consideration for the remainder of the purchase price (see note 12).

During the year ended December 31, 2017, the Company also acquired a store in Illinois upon completion of construction and the issuance of a certificate of occupancy for $11.2 million. The purchase price was satisfied with $9.7 million of cash and 58,400 newly created Class C OP Units. Each Class C OP Unit had a stated value of $25 and an annual distribution rate of 3% of the stated value. On July 23, 2018, all of the Class C OP Units were exchanged for an aggregate of 46,322 common units of the Operating Partnership. Because the Class C OP Units represented an unconditional obligation that the Company settled by issuing a variable number of its common shares with a monetary value that was known at inception, the Class C OP Units were classified as a liability in Accounts payable, accrued expenses and other liabilities on the Company’s consolidated balance sheets prior to redemption.

2016 Acquisitions

During the year ended December 31, 2016, the Company acquired 28 stores, including three stores upon completion of construction and the issuance of a certificate of occupancy, located throughout the United States for an aggregate purchase price of approximately $403.6 million. In connection with these acquisitions, the Company allocated a portion of the purchase price to the tangible and intangible assets acquired based on fair value. Intangible assets consist of in-place leases, which aggregated $18.8 million at the time of the acquisitions and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during the years ended December 31, 2017 and 2016 was approximately $8.3 million and $10.5 million, respectively. In connection with one of the acquired stores, the Company assumed mortgage debt that was recorded at a fair value of $6.5 million, which fair value includes an outstanding principal balance totaling $6.3 million and a net premium of $0.2 million to reflect the estimated fair value of the debt at the time of assumption.

5. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

191 IV CUBE LLC (“HVP IV”)

On October 16, 2017, the Company acquired a self-storage property located in Texas for $9.4 million, which it then contributed to a newly-formed real estate venture on November 1, 2017.In return for contributing the property to HVP IV, the Company received approximately $7.5 million in cash and a 20% ownership interest in the venture. During the year ended December 31, 2018, HVP IV acquired 12 additional stores located in Arizona (2), Connecticut (2), Florida (3), Georgia (2), Maryland (1), and Texas (2) for an

F-28

aggregate purchase price of $129.4 million, of which the Company has contributed $14.1 million. On May 16, 2018 and August 15, 2018, HVP IV received $43.7 million and $24.4 million advances, respectively, on its $107.0 million loan facility, which encumbers the first eleven stores that were acquired by the venture. The loan bears interest at LIBOR plus 1.70% and matures on May 16, 2021 with options to extend the maturity date through May 16, 2023, subject to satisfaction of certain conditions and payment of the extension fees as stipulated in the loan agreement.

CUBE HHF Northeast Venture LLC (“HHFNE”)

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

191 III CUBE LLC (“HVP III”)

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

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

CUBE HHF Limited Partnership (“HHF”)

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

Based upon the facts and circumstances at formation of HVP IV, HHFNE, HVP III, and HHF (the “Ventures”), the Company determined that the Ventures are not VIEs in accordance with the accounting standard for the consolidation of VIEs. As a result, the Company used the voting interest model under the accounting standard for consolidation in order to determine whether to consolidate the

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Ventures. Based upon each member's substantive participating rights over the activities of each entity as stipulated in the operating agreements, the Ventures are not consolidated by the Company and are accounted for under the equity method of accounting. The Company’s investments in the Ventures are included in Investment in real estate ventures, at equity on the Company’s consolidated balance sheets and the Company’s earnings from its investments in the Ventures are presented in Equity in losses of real estate ventures on the Company’s consolidated statements of operations.

The amounts reflected in the following table are based on the historical financial information of the Ventures. The following is a summary of the financial position of the Ventures as of December 31, 2018 and 2017 (in thousands):

	December 31,
	2018		2017
Assets
Storage properties, net	$	741,209	$	647,668
Other assets		16,042		8,284
Total assets	$	757,251	$	655,952
Liabilities and equity
Other liabilities	$	7,911	$	6,853
Debt		413,848		346,475
Equity
CubeSmart		95,796		91,206
Joint venture partners		239,696		211,418
Total liabilities and equity	$	757,251	$	655,952

The following is a summary of results of operations of the Ventures for the years ended December 31, 2018, 2017 and 2016 (in thousands):

	Year ended December 31,
	2018		2017		2016
Total revenues	$	90,111	$	81,058	$	64,931
Operating expenses		37,899		33,922		26,150
Other expense		938		783		3,750
Interest expense, net		13,311		11,703		9,432
Depreciation and amortization		41,972		45,086		53,701
Net loss	$	(4,009)	$	(10,436)	$	(28,102)
Company’s share of net loss	$	(865)	$	(1,386)	$	(2,662)

The results of operations above include the periods from November 1, 2017 (date of acquisition) through December 31, 2018 for HVP IV and December 15, 2016 (date of acquisition) through December 31, 2018 for HHFNE.

6.  UNSECURED SENIOR NOTES

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

	December 31,				Effective		Issuance	Maturity
Unsecured Senior Notes	2018		2017		Interest Rate		Date	Date
	(in thousands)
$250M 4.800% Guaranteed Notes due 2022	$	250,000	$	250,000	4.82	%	Jun-12	Jul-22
$300M 4.375% Guaranteed Notes due 2023 (1)		300,000		300,000	4.33	%	Various (1)	Dec-23
$300M 4.000% Guaranteed Notes due 2025 (2)		300,000		300,000	3.99	%	Various (2)	Nov-25
$300M 3.125% Guaranteed Notes due 2026		300,000		300,000	3.18	%	Aug-16	Sep-26
Principal balance outstanding		1,150,000		1,150,000
Less: Discount on issuance of unsecured senior notes, net		(568)		(617)
Less: Loan procurement costs, net		(5,908)		(6,923)
Total unsecured senior notes, net	$	1,143,524	$	1,142,460

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(1) On April 4, 2017, the Operating Partnership issued $50.0 million of its 4.375% senior notes due 2023, which are part of the same series as the $250.0 million principal amount of the Operating Partnership’s 4.375% senior notes due December 15, 2023 issued on December 17, 2013.  The $50.0 million and $250.0 million tranches were priced at 105.040% and 98.995%, respectively, of the principal amount to yield 3.495% and 4.501%, respectively, to maturity.  The combined weighted-average effective interest rate of the 2023 notes is 4.330%.

(2) On April 4, 2017, the Operating Partnership issued $50.0 million of its 4.000% senior notes due 2025, which are part of the same series as the $250.0 million principal amount of the Operating Partnership’s 4.000% senior notes due November 15, 2025 issued on October 26, 2015.  The $50.0 million and $250.0 million tranches were priced at 101.343% and 99.735%, respectively, of the principal amount to yield 3.811% and 4.032%, respectively, to maturity.  The combined weighted-average effective interest rate of the 2025 notes is 3.994%.

The indenture under which the Senior Notes were issued restricts the ability of the Operating Partnership and its subsidiaries to incur debt unless the Operating Partnership and its consolidated subsidiaries comply with a leverage ratio not to exceed 60% and an interest coverage ratio of more than 1.5:1 after giving effect to the incurrence of the debt. The indenture also restricts the ability of the Operating Partnership and its subsidiaries to incur secured debt unless the Operating Partnership and its consolidated subsidiaries comply with a secured debt leverage ratio not to exceed 40% after giving effect to the incurrence of the debt. The indenture also contains other financial and customary covenants, including a covenant not to own unencumbered assets with a value less than 150% of the unsecured indebtedness of the Operating Partnership and its consolidated subsidiaries. As of and for the year ended December 31, 2018, the Operating Partnership was in compliance with all of the financial covenants under the Senior Notes.

7.  REVOLVING CREDIT FACILITY AND UNSECURED TERM LOANS

On December 9, 2011, the Company entered into a credit agreement (the “Credit Facility”), which was subsequently amended on April 5, 2012, June 18, 2013, and April 22, 2015 to provide for, amongst other things, a $500.0 million unsecured revolving facility (the “Revolver”) with a maturity date of April 22, 2020.  Pricing on the Revolver is dependent on the Company’s unsecured debt credit ratings. At the Company’s current Baa2/BBB level, amounts drawn under the Revolver are priced at 1.25% over LIBOR, inclusive of a facility fee of 0.15%.  As of December 31, 2018, $303.8 million was available for borrowing under the Revolver.  The available balance under the Revolver is reduced by an outstanding letter of credit of $0.7 million.  As of December 31, 2018, the Company also had a $200.0 million unsecured term loan outstanding under the Credit Facility, which is included in the table below.

On June 20, 2011, the Company entered into an unsecured term loan agreement (the “Term Loan Facility”), which was subsequently amended on June 18, 2013 and August 5, 2014, consisting of a $100.0 million unsecured term loan with a five-year maturity and a $100.0 million unsecured term loan with a seven-year maturity. On April 6, 2017, the Company used the net proceeds from the issuance of $50.0 million of its 4.375% Senior Notes due 2023 and $50.0 million of its 4.000% Senior Notes due 2025 to repay all of the outstanding indebtedness under its five-year $100.0 million unsecured term loan that was scheduled to mature in June 2018.

The Company’s unsecured term loans under the Credit Facility and Term Loan Facility are summarized below:

	Carrying Value as of:				Effective Interest
	December 31,				Rate as of		Maturity
Unsecured Term Loans	2018		2017		December 31, 2018 (1)		Date
	(in thousands)
Credit Facility
Unsecured term loan (2)	$	200,000	$	200,000	3.80	%	Jan-19
Term Loan Facility
Unsecured term loan		100,000		100,000	3.65	%	Jan-20
Principal balance outstanding		300,000		300,000
Less: Loan procurement costs, net		(201)		(604)
Total unsecured term loans, net	$	299,799	$	299,396

(1) Pricing on the Term Loan Facility and the unsecured term loan under the Credit Facility is dependent on the Company’s unsecured debt credit ratings. At the Company’s current Baa2/BBB level, amounts drawn under the term loan that matured in January 2019 were priced at 1.30% over LIBOR, while amounts drawn under the term loan that is scheduled to mature in January 2020 are priced at 1.15% over LIBOR.  As of December 31, 2018, borrowings under the Credit Facility, inclusive of the Revolver, and Term Loan Facility, as amended, had an effective weighted average interest rate of 3.75%.

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(2) On January 31, 2019, the Company used a portion of the net proceeds from the issuance of $350.0 million of 4.375% Senior Notes due 2029 (the “2029 Notes” - see note 18) to repay all of the outstanding indebtedness under the unsecured term loan portion of the Credit Facility that was scheduled to mature in January 2019. 

The Term Loan Facility and the unsecured term loan under the Credit Facility were fully drawn as of December 31, 2018 and no further borrowings may be made under the term loans.  The Company’s ability to borrow under the Revolver is subject to ongoing compliance with certain financial covenants which include:

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

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

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

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

As of December 31, 2018, the Company was in compliance with all of its financial covenants and it anticipates being in compliance with all of its financial covenants through the terms of the Credit Facility and Term Loan Facility.

8.  MORTGAGE LOANS AND NOTES PAYABLE

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

	Carrying Value as of:
	December 31,				Effective		Maturity
Mortgage Loans and Notes Payable	2018		2017		Interest Rate		Date
	(in thousands)
YSI 33	$	9,214	$	9,547	6.42	%	Jul-19
YSI 26		8,022		8,228	4.56	%	Nov-20
YSI 57		2,816		2,889	4.61	%	Nov-20
YSI 55		22,041		22,508	4.85	%	Jun-21
YSI 24		24,893		25,700	4.64	%	Jun-21
YSI 65		2,363		2,411	3.85	%	Jun-23
YSI 66		31,171		31,727	3.51	%	Jun-23
YSI 68		5,626		5,786	3.78	%	May-24
Principal balance outstanding		106,146		108,796
Plus: Unamortized fair value adjustment		2,551		3,286
Less: Loan procurement costs, net		(451)		(648)
Total mortgage loans and notes payable, net	$	108,246	$	111,434

As of December 31, 2018 and 2017, the Company’s mortgage loans payable were secured by certain of its self-storage properties with net book values of approximately $231.0 million and $236.9 million, respectively. The following table represents the future principal payment requirements on the outstanding mortgage loans and notes payable as of December 31, 2018 (in thousands):

2019	$	11,652
2020		12,791
2021		45,057
2022		923
2023		31,019
2024 and thereafter		4,704
Total mortgage payments		106,146
Plus: Unamortized fair value adjustment		2,551
Less: Loan procurement costs, net		(451)
Total mortgage loans and notes payable, net	$	108,246

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9.  ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in accumulated other comprehensive income (loss) by component for the year ended December 31, 2018 (in thousands):

	Unrealized Gains (Losses)
	on Interest Rate Swaps
Other comprehensive loss before reclassifications	$	(970)
Amounts reclassified from accumulated other comprehensive income		(62)	(1)
Net current-period other comprehensive loss		(1,032)
Balance at December 31, 2017		3
Balance at December 31, 2018	$	(1,029)

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

10.  RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS

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

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

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

The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of December 31, 2018 and 2017 (in thousands):

Hedge	Hedge	Notional Amount						Effective		Fair Value
Product	Type	December 31, 2018		December 31, 2017		Strike		Date	Maturity	December 31, 2018		December 31, 2017
Swap	Cash flow (1)	$	75,000	$	—	2.8015	%	6/28/2019	6/28/2029	$	(516)	$	—
Swap	Cash flow (1)		50,000		—	2.8030	%	6/28/2019	6/28/2029		(350)		—
Swap	Cash flow (1)		25,000		—	2.8020	%	6/28/2019	6/28/2029		(173)		—
Swap	Cash flow (2)		—		40,000	2.4590	%	6/20/2011	6/20/2018		—		(161)
Swap	Cash flow (2)		—		40,000	2.4725	%	6/20/2011	6/20/2018		—		(163)
Swap	Cash flow (2)		—		20,000	2.4750	%	6/20/2011	6/20/2018		—		(82)
		$	150,000	$	100,000					$	(1,039)	$	(406)

(1) These interest rate swaps were entered into on December 24, 2018 to protect the Company against adverse fluctuations in interest rates by reducing exposure to variability in cash flows relating to interest payments on a forecasted issuance of long-term debt. On January 24, 2019, in conjunction with the issuance of the 2029 Notes (see note 18), the Company settled these interest rate swaps

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for $0.8 million. The termination premium will be reclassified from accumulated other comprehensive income (loss) as an increase to interest expense over the life of the 2029 Notes, which mature on February 15, 2029.

(2) Hedged unsecured variable rate debt by fixing 30-day LIBOR.

The Company measures its derivative instruments at fair value and records them in the balance sheet as either an asset or liability.  As of December 31, 2018 and 2017, all derivative instruments were included in Accounts payable, accrued expenses, and other liabilities in the accompanying consolidated balance sheets.  The effective portions of changes in the fair value of the derivatives are reported in accumulated other comprehensive loss.  Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.  The change in unrealized losses on interest rate swaps reflects a reclassification of $0.1 million of unrealized gains from accumulated other comprehensive loss as a decrease to interest expense during 2018.  The Company estimates that $0.1 million will be reclassified as an increase to interest expense in 2019.

11.  FAIR VALUE MEASUREMENTS

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

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

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

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

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

Financial assets and liabilities carried at fair value as of December 31, 2018 are classified in the table below in one of the three categories described above (dollars in thousands):

	Level 1		Level 2		Level 3
Interest rate swap derivative liabilities	$	—	$	1,039	$	—
Total liabilities at fair value	$	—	$	1,039	$	—

Financial assets and liabilities carried at fair value as of December 31, 2017 are classified in the table below in one of the three categories described above (dollars in thousands):

	Level 1		Level 2		Level 3
Interest rate swap derivative liabilities	$	—	$	406	$	—
Total liabilities at fair value	$	—	$	406	$	—

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

· Interest rate swap derivative assets and liabilities — valued using LIBOR yield curves at the reporting date. Counterparties to these contracts are most often highly rated financial institutions, none of which experienced any significant downgrades that

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would reduce the amount owed by the Company.  Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company’s derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and the counterparties. However, as of the reporting dates, the Company has assessed the significance of the effect of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The fair values of financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximate their respective carrying values as of December 31, 2018 and 2017.  The aggregate carrying value of the Company’s debt was $1.7 billion and $1.6 billion as of December 31, 2018 and 2017, respectively. The estimated fair value of the Company’s debt was $1.7 billion as of December 31, 2018 and 2017. These estimates were based on a discounted cash flow analysis assuming market interest rates for comparable obligations as of December 31, 2018 and 2017. The Company estimates the fair value of its fixed rate debt and the credit spreads over variable market rates on its variable rate debt by discounting the future cash flows of each instrument at estimated market rates or credit spreads consistent with the maturity of the debt obligation with similar credit policies, which is classified within level 2 of the fair value hierarchy. Rates and credit spreads take into consideration general market conditions and maturity.

12.  NONCONTROLLING INTERESTS

Interests in Consolidated Joint Ventures

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

			Date Opened /	CubeSmart
	Number		Estimated	Ownership	December 31, 2018
Consolidated Joint Ventures	of Stores	Location	Opening	Interest	Total Assets		Total Liabilities
CS SJM E 92nd Street, LLC ("92nd St") (3)	1	New York, NY	Q2 2020 (est.)	90%	$	3,829	$	2,424
CS SDP Newtonville, LLC ("Newton") (3)	1	Newton, MA	Q1 2020 (est.)	90%		7,077		549
CS 1158 McDonald Ave, LLC ("McDonald Ave") (1)	1	Brooklyn, NY	Q3 2019 (est.)	51%		30,291		8,341
CS 160 East 22nd St, LLC ("22nd St") (1)	1	Bayonne, NJ	Q1 2019 (est.)	51%		20,947		12,023
CS SDP Waltham, LLC ("Waltham") (3)	1	Waltham, MA	Q1 2019 (est.)	90%		14,764		9,025
2225 46th St, LLC ("46th St") (1)	1	Queens, NY	Q1 2019 (est.)	51%		42,840		14,876
2880 Exterior St, LLC ("Exterior St") (1)	1	Bronx, NY	Q3 2018	51%		88,207		39,097
444 55th Street Holdings, LLC ("55th St") (2)	1	New York, NY	Q3 2017	90%		78,837		32,998
186 Jamaica Avenue, LLC ("Jamaica Ave") (3)	1	Queens, NY	Q4 2015	90%		17,588		12,497
Shirlington Rd, LLC ("SRLLC") (3)	1	Arlington, VA	Q2 2015	90%		15,521		12,497
	10				$	319,901	$	144,327

(1) The noncontrolling members of McDonald Ave, 22nd St, 46th St, and Exterior St have the option to put their ownership interest in the ventures to the Company for $10.0 million, $11.5 million, $14.2 million, and $37.8 million, respectively, within the one-year period after construction of each store is substantially complete. Additionally, the Company has a one-year option to call the ownership interest of the noncontrolling members of McDonald Ave, 22nd St, 46th St, and Exterior St for $10.0 million, $11.5 million, $14.2 million, and $37.8 million, respectively, beginning on the second anniversary of the respective store’s construction being substantially complete. The Company is accreting the respective liabilities during the development periods and, as of December 31, 2018, has accrued $6.7  million, $9.8 million, $13.1 million, and $37.8 million related to McDonald Ave, 22nd St, 46th St, and Exterior St, respectively.

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

(3) The Company has a related party commitment to these ventures to fund all or a portion of the construction costs. As of December 31, 2018, the Company has funded $1.1 million of a total $6.9 million loan commitment to 92nd St, $0.5 million of a total $12.1 million loan commitment to Newton, $6.8 million of a total $10.8 million loan commitment to Waltham, $12.4 million of a total $12.8 million loan commitment to Jamaica Ave, and $12.4 million of a total $14.6 million loan commitment to SRLLC, which

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are included in the total liability amounts within the table above. These loans and related interest were eliminated during consolidation.

Operating Partnership Ownership

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

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

Approximately 1.0% of the outstanding OP Units as of December 31, 2018 and December 31, 2017 were not owned by CubeSmart, the sole general partner.  The interests in the Operating Partnership represented by these OP Units were a component of the consideration that the Operating Partnership paid to acquire certain self-storage properties. The holders of the OP Units are limited partners in the Operating Partnership and have the right to require CubeSmart to redeem all or part of their OP Units for, at the general partner’s option, an equivalent number of common shares of CubeSmart or cash based upon the fair value of an equivalent number of common shares of CubeSmart.  However, the partnership agreement contains certain provisions that could result in a cash settlement outside the control of CubeSmart and the Operating Partnership, as CubeSmart does not have the ability to settle in unregistered shares.  Accordingly, consistent with the guidance, the Operating Partnership records the OP Units owned by third parties outside of permanent capital in the consolidated balance sheets. Net income or loss related to the OP Units owned by third parties is excluded from net income or loss attributable to Operating Partner in the consolidated statements of operations.

On January 31, 2018, the Company acquired a store in Texas for $12.2 million and assumed an existing mortgage loan with an outstanding balance of approximately $7.2 million and immediately repaid the loan. In conjunction with the closing, the Company paid $0.2 million in cash and issued 168,011 OP Units, valued at approximately $4.8 million, to pay the remaining consideration.

On April 12, 2017, the Company acquired a store in Illinois for $11.2 million. In conjunction with the closing, the Company paid $9.7 million and issued 58,400 Class C OP Units to pay the remaining consideration. On July 23, 2018, all of the 58,400 Class C OP Units were exchanged for an aggregate of 46,322 common units of the Operating Partnership.

On May 9, 2017, the Company acquired a store in Maryland for $18.2 million and assumed an existing mortgage loan with an outstanding balance of approximately $5.9 million. In conjunction with the closing, the Company issued 440,160 OP Units, valued at approximately $12.3 million, to pay the remaining consideration.

On May 14, 2015, the Company closed on the acquisition of real property that has been developed into a self-storage property in Washington, D.C. In conjunction with the closing, the Company issued 20,408 OP Units, valued at approximately $0.5 million to pay a portion of the consideration. On April 18, 2016, upon completion of certain milestones, the Company issued 61,224 additional OP Units, valued at approximately $1.5 million, to pay the remaining consideration. The store commenced operations during the third quarter of 2017.

As of December 31, 2018 and 2017, 1,945,570 and 1,878,253 OP Units, respectively, were held by third parties.  The per unit cash redemption amount of the outstanding OP Units was calculated based upon the average of the closing prices of the common shares of CubeSmart on the New York Stock Exchange for the final 10 trading days of the year. Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interests, the Company has reflected these interests at their redemption value as of December 31, 2018 and 2017. As of December 31, 2018, the Operating Partnership recorded an increase to OP Units owned by third parties and a corresponding decrease to capital of $0.3 million. As of December 31, 2017, the Operating Partnership recorded an increase to OP Units owned by third parties and a corresponding decrease to capital of $4.0. million. 

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13.  RELATED PARTY TRANSACTIONS

Affiliated Real Estate Investments

The Company provides management services to certain joint ventures and other related parties.  Management agreements provide for fee income to the Company based on a percentage of revenues at the managed stores.  Total management fees for unconsolidated real estate ventures or other entities in which the Company held an ownership interest for the years ending December 31, 2018, 2017 and 2016 were $4.5 million, $3.8 million and $2.9 million, respectively.

The management agreements for certain joint ventures, other related parties and third-party stores provide for the reimbursement to the Company for certain expenses incurred to manage the stores.  These amounts consist of amounts due for management fees, payroll and other store expenses.  The amounts due to the Company were $10.6 million and $7.5 million as of December 31, 2018 and 2017, respectively, and are included in Other Assets, net on the Company’s consolidated balance sheets.  Additionally, as discussed in note 12 the Company had outstanding mortgage loans receivable from consolidated joint ventures of $33.2 million and $25.5 million as of December 31, 2018 and 2017, respectively, which are eliminated for consolidation purposes.  The Company believes that all of these related-party receivables are fully collectible.

The HVP III, HVP IV, and HHFNE operating agreements provide for acquisition fees payable from HVP III, HVP IV, and HHFNE to the Company in an amount equal to 0.5% of the purchase price upon the closing of an acquisition by HVP III, HVP IV, and HHFNE, or any of their subsidiaries and completion of certain measures as defined in the operating agreements. The Company recognized $0.6 million, $0.5 million, and $1.8 million in acquisition fees during the years ended December 31, 2018, 2017, and 2016, respectively, which are included in Other income on the consolidated statements of operations.

14.  COMMITMENTS AND CONTINGENCIES

Ground Leases

The Company currently owns eight operating self-storage properties and two self-storage properties currently under development that are subject to ground leases, and two other operating self-storage properties that have portions of land that are subject to ground leases. The Company recorded ground rent expense of approximately $3.7 million, $3.4 million, and $2.7 million for the years ended December 31, 2018, 2017 and 2016, respectively.  Total future minimum rental payments under non-cancelable ground leases are as follows:

	Ground Lease
	Amount
	(in thousands)
2019	$	2,814
2020		2,887
2021		2,956
2022		3,116
2023		3,090
2024 and thereafter		116,379
	$	131,242

Development Commitments

The Company has development agreements for the construction of six new self-storage properties (see note 4), which will require payments of approximately $41.6 million, due in installments upon completion of certain construction milestones, during 2019 and 2020.

Litigation

The Company is involved in claims from time to time, which arise in the ordinary course of business.  In accordance with applicable accounting guidance, management establishes an accrued liability for litigation when those matters present loss contingencies that are both probable and reasonably estimable.  In such cases, there may be exposure to loss in excess of those amounts accrued.  The estimated loss, if any, is based upon currently available information and is subject to significant judgment, a variety of assumptions, and known and unknown uncertainties.  In the opinion of management, the Company has made adequate provisions for potential liabilities, arising from any such matters, which are included in Accounts payable, accrued expenses and other liabilities on the Company’s consolidated balance sheets. 

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On January 11, 2019, a preliminary settlement agreement was entered into for a class action alleging violation of a state specific deceptive and unfair trade practices act. During the year ended December 31, 2018, the Company recorded a $1.8 million charge related to this legal action, which is included in Accounts payable, accrued expenses and other liabilities on the Company’s consolidated balance sheets and in General and administrative on the Company’s consolidated statements of operations.

15.  SHARE-BASED COMPENSATION PLANS

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

Upon shareholder approval of the amendment and restatement of the 2007 Plan in June 2016, 4,500,000 additional common shares were made available for award under the 2007 Plan.  As a result, these 4,500,000 additional shares, together with the 991,117 shares that remained available for future awards under the 2007 Plan at the time of the shareholder approval, plus any common shares that are restored to availability upon expiration or forfeiture of outstanding options or restricted share awards, would constitute the “Aggregate Share Reserve”.  As of December 31, 2018: (i)  4,517,038 common shares remained available for future awards under the 2007 Plan; (ii) 449,948 unvested restricted share awards were outstanding under the 2007 Plan; and (iii) 1,659,003 common shares were subject to outstanding options under the 2007 Plan (with the outstanding options having a weighted average exercise price of $19.89 per share and a weighted average term to maturity of 5.52 years).

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

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

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

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

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

Share Options

The fair values for options granted in 2018, 2017, and 2016 were estimated at the time the options were granted using the Black-Scholes option-pricing model applying the following weighted average assumptions:

Assumptions:	2018			2017			2016
Risk-free interest rate		2.5	%		2.2	%		1.8	%
Expected dividend yield		3.7	%		3.5	%		2.7	%
Volatility (1)		32.00	%		33.00	%		33.00	%
Weighted average expected life of the options (2)		6.0	years		6.0	years		6.0	years
Weighted average grant date fair value of options granted per share	$	6.24		$	6.12		$	7.61

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

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

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options. In addition, option-pricing models require the input of highly subjective assumptions, including the expected share price volatility. Volatility for the 2018, 2017 and 2016 grants was based on the trading history of the Company’s shares.

In 2018, 2017, and 2016, the Company recognized compensation expense related to options issued to employees and executives of approximately $1.5 million, $1.5 million and $1.3 million, respectively, which is included in General and administrative expense on the Company’s consolidated statements of operations. During 2018, 305,805 share options were issued for which the fair value of the options at their respective grant dates was approximately $1.7 million. The share options vest over three years. As of December 31, 2018, the Company had approximately $1.7 million of unrecognized option compensation cost related to all grants that will be recorded over the next three years.

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The table below summarizes the option activity under the 2004 Plan and the 2007 Plan for the years ended December 31, 2018, 2017 and 2016:

				Weighted Average
	Number of Shares	Weighted Average		Remaining
	Under Option	Strike Price		Contractual Term
Balance at December 31, 2015	2,421,944	$	13.07	4.08
Options granted	213,008		30.32	9.07
Options exercised	(695,262)		18.69	0.29
Balance at December 31, 2016	1,939,690	$	12.94	4.85
Options granted	289,104		26.30	9.07
Options exercised	(395,621)		5.98	1.14
Balance at December 31, 2017	1,833,173	$	16.55	5.26
Options granted	305,805		27.85	9.08
Options canceled	(74,748)		26.95	—
Options exercised	(405,227)		9.47	1.98
Balance at December 31, 2018	1,659,003	$	19.89	5.52
Vested or expected to vest at December 31, 2018	1,659,003	$	19.89	5.52
Exercisable at December 31, 2018	1,161,209	$	16.58	4.25

As of December 31, 2018, the aggregate intrinsic value of options outstanding, of options that vested or expected to vest, and of options that were exercisable was approximately $14.9 million.  The aggregate intrinsic value of options exercised was approximately $8.4 million for the year ended December 31, 2018.

Restricted Shares

The Company applies the fair value method of accounting for contingently issued shares.  As such, each grant is recognized ratably over the related vesting period.  Approximately 166,000 restricted shares and share units were issued during 2018 for which the fair value of the restricted shares and share units at their respective grant dates was approximately $4.9 million, which vest over three to five years.  During 2017, approximately 166,000 restricted shares and share units were issued for which the fair value of the restricted shares and share units at their respective grant dates was approximately $4.7 million. As of December 31, 2018 the Company had approximately $5.0 million of remaining unrecognized restricted share and share unit compensation costs that will be recognized over the next five years. Restricted share awards are considered to be performance awards and are valued using the share price on the grant date. The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.

In 2018, 2017 and 2016, the Company recognized compensation expense related to restricted shares and share units issued to employees and Trustees of approximately $4.0 million, $4.1 million, and $3.6 million, respectively; these amounts were recorded in general and administrative expense. The following table presents non-vested restricted share and share unit activity during 2018:

	Number of Non-
	Vested Restricted
	Shares and Share Units
Non-Vested at January 1, 2018	352,462
Granted	165,551
Vested	(95,553)
Forfeited	(39,860)
Non-Vested at December 31, 2018	382,600

On January 23, 2018, 66,872 restricted share units were granted to certain executives.  The restricted share units were granted in the form of deferred share units with a market condition, entitling the holders thereof to receive common shares at a future date.  The deferred share units will be awarded based on the Company’s total return to shareholders with respect to a specified peer group consisting of publicly traded REITs over a three-year period.  The fair value of the restricted share units on the grant date was approximately $1.9 million.  The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards.  The restricted share units will cliff vest upon the third anniversary of the effective date, or December 31, 2020.  The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.

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On January 23, 2017, 52,426 restricted share units were granted to certain executives.  The restricted share units were granted in the form of deferred share units with a market condition, entitling the holders thereof to receive common shares at a future date.  The deferred share units will be awarded based on the Company’s total return to shareholders with respect to a specified peer group consisting of publicly traded REITs over a three-year period.  The fair value of the restricted share units on the grant date was approximately $1.8 million.  The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards.  The restricted share units will cliff vest upon the third anniversary of the effective date, or December 31, 2019.  The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.

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

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

Earnings per common share and shareholders’ equity

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

	For the year ended December 31,
	2018		2017		2016
	(Dollars and shares in thousands, except per share amounts)
Net income	$	165,488	$	135,611	$	88,376
Noncontrolling interests in the Operating Partnership		(1,820)		(1,593)		(941)
Noncontrolling interest in subsidiaries		221		270		470
Distributions to preferred shareholders (1)		—		—		(5,045)
Preferred share redemption charge		—		—		(2,937)
Net income attributable to the Company’s common shareholders	$	163,889	$	134,288	$	79,923
Weighted-average shares outstanding		184,653		180,525		178,246
Share options and restricted share units		842		923		1,287
Weighted-average diluted shares outstanding (2)		185,495		181,448		179,533
Basic earnings per share attributable to common shareholders	$	0.89	$	0.74	$	0.45
Diluted earnings per share attributable to common shareholders	$	0.88	$	0.74	$	0.45

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Earnings per common unit and capital

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

	For the year ended December 31,
	2018		2017		2016
	(Dollars and units in thousands, except per unit amounts)
Net income	$	165,488	$	135,611	$	88,376
Operating Partnership interests of third parties		(1,820)		(1,593)		(941)
Noncontrolling interest in subsidiaries		221		270		470
Distribution to preferred unitholders (1)		—		—		(5,045)
Preferred unit redemption charge		—		—		(2,937)
Net income attributable to common unitholders	$	163,889	$	134,288	$	79,923
Weighted-average units outstanding		184,653		180,525		178,246
Unit options and restricted share units		842		923		1,287
Weighted-average diluted units outstanding (2)		185,495		181,448		179,533
Basic earnings per unit attributable to common unitholders	$	0.89	$	0.74	$	0.45
Diluted earnings per unit attributable to common unitholders	$	0.88	$	0.74	$	0.45

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

(2) For the years ended December 31, 2018, 2017 and 2016, the Company declared cash dividends per common share/unit of $1.22, $1.11, and $0.90, respectively.

The OP units and common units have essentially the same economic characteristics as they share equally in the total net income or loss and distributions of the Operating Partnership.  An Operating Partnership unit may be redeemed for cash, or at the Company’s option, common units on a one-for-one basis.  Outstanding noncontrolling interest units in the Operating Partnership were 1,945,570; 1,878,253 and 2,032,394 as of December 31, 2018, 2017 and 2016, respectively. There were 187,145,103; 182,215,735 and 180,083,111 common units outstanding as of December 31, 2018, 2017 and 2016, respectively.

Common and Preferred Shares

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

The Company maintains an at-the-market equity program that enables it to offer and sell up to 50.0 million common shares through sales agents pursuant to equity distribution agreements (the “Equity Distribution Agreements”).  The Company’s sales activity under the program for the years ended December 31, 2018, 2017, and 2016 is summarized below:

	For the year ended December 31,
	2018		2017		2016
	(Dollars and shares in thousands, except per share amounts)
Number of shares sold		4,291		1,036		4,408
Average sales price per share	$	31.09	$	29.13	$	31.25
Net proceeds after deducting offering costs	$	131,835	$	29,642	$	136,120

The proceeds from the sales conducted during the years ended December 31, 2018, 2017, and 2016 were used to fund acquisitions of storage properties and for general corporate purposes.  As of December 31, 2018, 2017, and 2016, 10.5 million common shares, 4.7 million common shares, and 5.8 million common shares, respectively, remained available for issuance under the Equity Distribution Agreements.

F-42

17.  INCOME TAXES

Deferred income taxes are established for temporary differences between financial reporting basis and tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse.  A valuation allowance for deferred tax assets is provided if the Company believes that it is more likely than not that all or some portion of the deferred tax asset will not be realized.  No valuation allowance was recorded as of December 31, 2018 or 2017.  As of December 31, 2018 and 2017, the Company had net deferred tax assets of $1.4 million, which are included in Other assets, net on the Company’s consolidated balance sheets.  The Company believes it is more likely than not the deferred tax assets will be realized.

18.  SUBSEQUENT EVENTS

On January 30, 2019, the Operating Partnership issued $350.0 million in aggregate principal amount of unsecured senior notes due February 15, 2029 which bear interest at a rate of 4.375% per annum (the “2029 Notes”). The 2029 Notes were priced at 99.356% of the principal amount to yield 4.455% to maturity. Net proceeds from the offering of $345.5 million were used to repay all of the outstanding indebtedness under the Company’s $200.0 million unsecured term loan portion of the Credit Facility that was scheduled to mature in January 2019. The remaining proceeds from the offering were used to repay a portion of the outstanding indebtedness under the Revolver.

19.  PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

During the years ended December 31, 2018 and 2017, the Company acquired ten self-storage properties for an aggregate purchase price of approximately $227.5 million (see note 3) and seven stores for an aggregate purchase price of approximately $80.7 million, respectively.

The condensed consolidated pro forma financial information set forth below reflects adjustments to the Company’s historical financial data to give effect to each of the acquisitions and related financing activity (including the issuance of common shares) that occurred during 2018 and 2017 as if each had occurred as of January 1, 2017 and 2016, respectively.  The unaudited pro forma information presented below does not purport to represent what the Company’s actual results of operations would have been for the periods indicated, nor does it purport to represent the Company’s future results of operations.

The following table summarizes, on a pro forma basis, the Company’s consolidated results of operations for the year ended December 31, 2018 and 2017 based on the assumptions described above:

	Year ended December 31,
	2018		2017
	(in thousands, except per share data)
Pro forma revenues	$	607,181	$	561,244
Pro forma net income	$	173,510	$	129,740
Earnings per share attributable to common shareholders:
Basic - as reported	$	0.89	$	0.74
Diluted - as reported	$	0.88	$	0.74
Basic - as pro forma	$	0.93	$	0.71
Diluted - as pro forma	$	0.93	$	0.71

20.  SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

The following is a summary of quarterly financial information for the years ended December 31, 2018 and 2017 (in thousands, except per share data):

	Three months ended
	March 31,		June 30,		September 30,		December 31,
	2018		2018		2018		2018
Total revenues	$	142,877	$	147,815	$	153,370	$	153,882
Total operating expenses		92,464		92,915		93,774		98,775
Net income		34,799		38,751		43,302		48,636
Net income attributable to the Company's common shareholders		34,423		38,410		42,900		48,156
Basic earnings per share attributable to the Company's common shareholders		0.19		0.21		0.23		0.26
Diluted earnings per share attributable to the Company's common shareholders		0.19		0.21		0.23		0.26

F-43

	Three months ended
	March 31,		June 30,		September 30,		December 31,
	2017		2017		2017		2017
Total revenues	$	133,037	$	138,559	$	143,865	$	143,482
Total operating expenses		92,646		91,025		91,586		87,971
Net income		25,206		32,838		37,709		39,858
Net income attributable to the Company's common shareholders		24,986		32,458		37,297		39,547
Basic earnings per share attributable to the Company's common shareholders		0.14		0.18		0.21		0.22
Diluted earnings per share attributable to the Company's common shareholders		0.14		0.18		0.21		0.22

The sum of quarterly earnings per share amounts do not necessarily equal the full year amounts.

F-44

CUBESMART

SCHEDULE III

REAL ESTATE AND RELATED DEPRECIATION

December 31, 2018

(Dollars in thousands)

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2018
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Chandler I, AZ	47,880		327	1,257	545	327	1,625	1,952	678	2005
Chandler II, AZ	82,915		1,518	7,485	137	1,518	7,621	9,139	1,292	2013
Gilbert I, AZ	57,100		951	4,688	102	951	4,791	5,742	886	2013
Gilbert II, AZ	114,080		1,199	11,846	167	1,199	12,013	13,212	740	2016
Glendale, AZ	56,807		201	2,265	1,295	418	2,998	3,416	1,454	1998
Green Valley, AZ	25,050		298	1,153	211	298	1,153	1,451	477	2005
Mesa I, AZ	52,575		920	2,739	381	921	2,674	3,595	1,136	2006
Mesa II, AZ	45,511		731	2,176	299	731	2,145	2,876	937	2006
Mesa III, AZ	59,524		706	2,101	454	706	2,171	2,877	889	2006
Peoria, AZ	110,810		1,436	7,082	250	1,436	7,331	8,767	841	2015
Phoenix III, AZ	121,880		2,115	10,429	277	2,115	10,706	12,821	1,644	2014
Phoenix IV, AZ	69,710		930	12,277	102	930	12,380	13,310	797	2016
Queen Creek, AZ	94,462		1,159	5,716	90	1,159	5,806	6,965	702	2015
Scottsdale, AZ	79,925		443	4,879	1,766	883	5,528	6,411	2,793	1998
Surprise , AZ	72,475		584	3,761	122	584	3,883	4,467	383	2015
Tempe I, AZ	53,910		749	2,159	657	749	2,505	3,254	941	2005
Tempe II, AZ	68,409		588	2,898	2,157	588	5,055	5,643	999	2013
Tucson I, AZ	59,800		188	2,078	1,149	384	2,723	3,107	1,345	1998
Tucson II, AZ	43,950		188	2,078	1,136	391	2,729	3,120	1,324	1998
Tucson III, AZ	49,820		532	2,048	307	533	1,995	2,528	840	2005
Tucson IV, AZ	48,040		674	2,595	401	675	2,575	3,250	1,075	2005
Tucson V, AZ	45,134		515	1,980	413	515	2,037	2,552	860	2005
Tucson VI, AZ	40,766		440	1,692	264	430	1,658	2,088	707	2005
Tucson VII, AZ	52,663		670	2,576	394	670	2,556	3,226	1,084	2005
Tucson VIII, AZ	46,700		589	2,265	382	589	2,296	2,885	974	2005
Tucson IX, AZ	67,496		724	2,786	478	725	2,743	3,468	1,172	2005
Tucson X, AZ	46,350		424	1,633	336	425	1,659	2,084	691	2005
Tucson XI, AZ	42,700		439	1,689	427	439	1,825	2,264	838	2005
Tucson XII, AZ	42,275		671	2,582	401	672	2,554	3,226	1,055	2005
Tucson XIII, AZ	45,800		587	2,258	357	587	2,245	2,832	971	2005
Tucson XIV, AZ	48,995		707	2,721	496	708	2,668	3,376	1,153	2005
Benicia, CA	74,770		2,392	7,028	412	2,392	6,346	8,738	2,633	2005
Citrus Heights, CA	75,620		1,633	4,793	245	1,634	4,261	5,895	1,862	2005
Corona, CA	95,043		2,107	10,385	182	2,107	10,567	12,674	1,393	2014
Diamond Bar, CA	103,558		2,522	7,404	328	2,524	6,621	9,145	2,850	2005
Escondido, CA	143,645		3,040	11,804	301	3,040	9,746	12,786	3,451	2007
Fallbrook, CA	45,926		133	1,492	1,881	432	2,830	3,262	1,400	1997
Fremont, CA	51,189		1,158	5,711	172	1,158	5,884	7,042	938	2014
Lancaster, CA	60,475		390	2,247	1,123	556	2,635	3,191	1,111	2001
Long Beach, CA	124,541		3,138	14,368	1,005	3,138	13,438	16,576	5,453	2006
Los Angeles, CA	76,178		23,289	25,867	8	23,289	25,876	49,165	171	2018
Murrieta, CA	49,775		1,883	5,532	307	1,903	4,972	6,875	2,081	2005
North Highlands, CA	57,094		868	2,546	476	868	2,561	3,429	1,114	2005
Ontario, CA	93,540		1,705	8,401	353	1,705	8,753	10,458	1,190	2014
Orangevale, CA	50,542		1,423	4,175	363	1,423	3,860	5,283	1,676	2005
Pleasanton, CA	83,600		2,799	8,222	360	2,799	7,339	10,138	3,034	2005
Rancho Cordova, CA	53,978		1,094	3,212	406	1,095	3,073	4,168	1,309	2005
Rialto I, CA	57,391		899	4,118	299	899	3,844	4,743	1,559	2006
Rialto II, CA	99,783		277	3,098	1,844	672	4,145	4,817	2,152	1997
Riverside I, CA	67,320		1,351	6,183	640	1,351	5,991	7,342	2,443	2006
Riverside II, CA	85,131		1,170	5,359	492	1,170	5,047	6,217	2,059	2006
Roseville, CA	59,944		1,284	3,767	428	1,284	3,597	4,881	1,590	2005
Sacramento I, CA	50,664		1,152	3,380	405	1,152	3,223	4,375	1,377	2005
Sacramento II, CA	111,736		2,085	6,750	509	2,086	6,592	8,678	1,767	2005/2017
San Bernardino I, CA	31,070		51	572	1,193	182	1,434	1,616	703	1997
San Bernardino II, CA	41,546		112	1,251	1,381	306	2,088	2,394	1,021	1997
San Bernardino III, CA	35,416		98	1,093	1,336	242	1,931	2,173	959	1997
San Bernardino IV, CA	83,427		1,872	5,391	228	1,872	4,903	6,775	2,037	2005
San Bernardino V, CA	56,803		783	3,583	628	783	3,685	4,468	1,526	2006
San Bernardino VII, CA	78,704		1,475	6,753	418	1,290	6,423	7,713	2,665	2006
San Bernardino VIII, CA	111,583		1,691	7,741	615	1,692	6,404	8,096	2,725	2006
San Diego, CA	87,483		1,185	16,740	13	1,186	16,752	17,938	85	2018
San Marcos, CA	37,425		775	2,288	179	776	2,096	2,872	907	2005
Santa Ana, CA	63,916		1,223	5,600	464	1,223	5,286	6,509	2,169	2006
South Sacramento, CA	52,390		790	2,319	425	791	2,325	3,116	973	2005
Spring Valley, CA	55,035		1,178	5,394	879	1,178	5,529	6,707	2,277	2006
Temecula I, CA	81,340		660	4,735	1,025	899	4,919	5,818	2,190	1998
Temecula II, CA	84,520		3,080	5,839	730	3,080	5,633	8,713	1,936	2007
Vista I, CA	74,238		711	4,076	2,353	1,118	5,094	6,212	2,197	2001
Vista II, CA	147,723		4,629	13,599	198	4,629	11,736	16,365	4,977	2005
Walnut, CA	50,688		1,578	4,635	475	1,595	4,371	5,966	1,798	2005
West Sacramento, CA	39,765	(A)	1,222	3,590	221	1,222	3,244	4,466	1,391	2005
Westminster, CA	68,393		1,740	5,142	382	1,743	4,637	6,380	2,042	2005
Aurora, CO	75,717		1,343	2,986	587	1,343	3,025	4,368	1,212	2005
Centennial, CO	62,400		1,281	8,958	96	1,281	9,053	10,334	715	2016
Colorado Springs I, CO	47,975		771	1,717	412	771	1,786	2,557	749	2005
Colorado Springs II, CO	62,400		657	2,674	272	656	2,438	3,094	1,021	2006
Denver I, CO	59,200		673	2,741	237	646	2,500	3,146	1,101	2006
Denver II, CO	74,420		1,430	7,053	179	1,430	7,231	8,661	1,450	2012
Denver III, CO	76,025		1,828	12,109	74	1,828	12,183	14,011	870	2016
Federal Heights, CO	54,770		878	1,953	342	879	1,896	2,775	768	2005
Golden, CO	87,800		1,683	3,744	572	1,684	3,644	5,328	1,495	2005
Littleton, CO	53,490		1,268	2,820	393	1,268	2,705	3,973	1,076	2005
Northglenn, CO	43,102		862	1,917	513	662	2,216	2,878	835	2005
Bloomfield, CT	48,700		78	880	2,411	360	2,682	3,042	1,263	1997

F-45

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2018
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Branford, CT	50,629		217	2,433	1,627	504	3,347	3,851	1,707	1995
Bristol, CT	47,725		1,819	3,161	186	1,819	2,882	4,701	1,311	2005
East Windsor, CT	45,966		744	1,294	525	744	1,548	2,292	744	2005
Enfield, CT	52,875		424	2,424	463	473	2,106	2,579	947	2001
Gales Ferry, CT	54,905		240	2,697	1,604	489	3,580	4,069	1,958	1995
Manchester I, CT	46,925		540	3,096	515	563	2,614	3,177	1,095	2002
Manchester II, CT	52,725		996	1,730	376	996	1,798	2,794	807	2005
Manchester III, CT	60,113		671	3,308	161	671	3,469	4,140	560	2014
Milford, CT	44,885		87	1,050	1,336	274	1,892	2,166	908	1996
Monroe, CT	58,500		2,004	3,483	709	2,004	3,507	5,511	1,691	2005
Mystic, CT	50,850		136	1,645	2,085	410	2,965	3,375	1,500	1996
Newington I, CT	42,420		1,059	1,840	277	1,059	1,821	2,880	832	2005
Newington II, CT	36,140		911	1,584	294	911	1,604	2,515	748	2005
Norwalk I, CT	30,160		646	3,187	61	646	3,248	3,894	675	2012
Norwalk II, CT	77,825		1,171	15,422	132	1,171	15,554	16,725	1,215	2016
Old Saybrook I, CT	87,000		3,092	5,374	709	3,092	5,229	8,321	2,444	2005
Old Saybrook II, CT	26,425		1,135	1,973	257	1,135	1,903	3,038	921	2005
Shelton, CT	78,405		1,613	9,032	535	1,613	8,483	10,096	1,885	2011
South Windsor, CT	72,025		90	1,127	1,512	272	2,247	2,519	1,102	1996
Stamford, CT	28,907		1,941	3,374	191	1,941	3,025	4,966	1,380	2005
Wilton, CT	84,515		2,409	12,261	747	2,421	13,069	15,490	2,777	2012
Washington I, DC	62,685	(A)	871	12,759	617	894	10,653	11,547	3,680	2008
Washington II, DC	82,552		3,152	13,612	292	3,154	12,129	15,283	2,693	2011
Washington III, DC	78,315		4,469	15,438	97	4,469	15,536	20,005	1,344	2016
Washington IV, DC	72,323		6,359	20,417	107	6,359	20,524	26,883	669	2017
Washington V, DC	114,200		13,908	18,770	90	13,917	18,852	32,769	279	2018
Boca Raton, FL	37,968		529	3,054	1,651	813	3,597	4,410	1,562	2001
Boynton Beach I, FL	61,695		667	3,796	1,946	958	4,410	5,368	1,926	2001
Boynton Beach II, FL	61,514		1,030	2,968	452	1,030	2,982	4,012	1,251	2005
Boynton Beach III, FL	67,393		1,225	6,037	255	1,225	6,293	7,518	929	2014
Boynton Beach IV, FL	76,414		1,455	7,171	85	1,455	7,257	8,712	809	2015
Bradenton I, FL	68,389		1,180	3,324	280	1,180	3,082	4,262	1,313	2004
Bradenton II, FL	88,063		1,931	5,561	1,148	1,931	5,597	7,528	2,403	2004
Cape Coral I, FL	76,857		472	2,769	2,587	830	4,033	4,863	2,111	2000
Cape Coral II, FL	67,955		1,093	5,387	104	1,093	5,490	6,583	725	2014
Coconut Creek I, FL	78,846		1,189	5,863	188	1,189	6,050	7,239	1,231	2012
Coconut Creek II, FL	90,147		1,937	9,549	192	1,937	9,741	11,678	1,538	2014
Dania Beach, FL	180,588		3,584	10,324	1,709	3,584	10,495	14,079	4,460	2004
Dania, FL	58,165		205	2,068	1,755	481	3,125	3,606	1,538	1996
Davie, FL	80,985		1,268	7,183	1,345	1,373	6,255	7,628	2,561	2001
Deerfield Beach, FL	57,230		946	2,999	2,013	1,311	4,503	5,814	2,182	1998
Delray Beach I, FL	67,843		798	4,539	832	883	4,085	4,968	1,824	2001
Delray Beach II, FL	75,710		957	4,718	267	957	4,985	5,942	905	2013
Delray Beach III, FL	94,277		2,086	10,286	166	2,086	10,453	12,539	1,514	2014
Delray Beach IV, FL	97,370		2,208	14,384	19	2,208	14,403	16,611	472	2017
Ft. Lauderdale I, FL	70,043		937	3,646	2,508	1,384	5,470	6,854	2,644	1999
Ft. Lauderdale II, FL	49,662		862	4,250	89	862	4,340	5,202	699	2013
Ft. Myers I, FL	67,534		303	3,329	983	328	3,309	3,637	1,613	1999
Ft. Myers II, FL	83,375		1,030	5,080	151	1,030	5,231	6,261	766	2014
Ft. Myers III, FL	81,554		1,148	5,658	165	1,148	5,824	6,972	849	2014
Jacksonville I, FL	79,735		1,862	5,362	162	1,862	4,842	6,704	1,893	2005
Jacksonville II, FL	64,970		950	7,004	212	950	5,668	6,618	2,007	2007
Jacksonville III, FL	65,830		860	7,409	1,050	1,670	6,049	7,719	2,147	2007
Jacksonville IV, FL	95,525		870	8,049	1,179	1,651	7,147	8,798	2,525	2007
Jacksonville V, FL	82,573		1,220	8,210	399	1,220	6,866	8,086	2,448	2007
Jacksonville VI, FL	67,375		755	3,725	145	755	3,869	4,624	514	2014
Kendall, FL	75,495	(A)	2,350	8,106	482	2,350	6,814	9,164	2,387	2007
Lake Worth I, FL	158,842		183	6,597	7,589	354	10,957	11,311	5,283	1998
Lake Worth II, FL	86,920		1,552	7,654	184	1,552	7,838	9,390	1,178	2014
Lake Worth III, FL	92,510		957	4,716	232	957	4,949	5,906	589	2015
Lakeland, FL	49,079		81	896	1,287	256	1,593	1,849	794	1994
Leisure City, FL	56,185		409	2,018	188	409	2,205	2,614	461	2012
Lutz I, FL	66,795		901	2,478	349	901	2,439	3,340	1,007	2004
Lutz II, FL	69,232		992	2,868	403	992	2,776	3,768	1,170	2004
Margate I, FL	53,660		161	1,763	2,318	399	3,400	3,799	1,729	1996
Margate II, FL	65,380		132	1,473	1,979	383	2,824	3,207	1,370	1996
Merritt Island, FL	50,201		716	2,983	700	796	2,770	3,566	1,118	2002
Miami I, FL	46,500		179	1,999	1,862	484	2,862	3,346	1,462	1996
Miami II, FL	67,160		253	2,544	1,677	561	3,382	3,943	1,750	1996
Miami III, FL	151,620		4,577	13,185	888	4,577	12,248	16,825	4,931	2005
Miami IV, FL	76,695		1,852	10,494	948	1,963	9,881	11,844	2,447	2011
Miramar, FL	80,130		1,206	5,944	133	1,206	6,078	7,284	1,078	2013
Naples I, FL	48,100		90	1,010	2,745	270	3,212	3,482	1,569	1996
Naples II, FL	65,850		148	1,652	4,301	558	5,255	5,813	2,687	1997
Naples III, FL	80,005		139	1,561	4,204	598	4,132	4,730	2,123	1997
Naples IV, FL	40,625		262	2,980	667	407	3,049	3,456	1,563	1998
New Smyrna Beach, FL	81,454		1,261	6,215	197	1,261	6,411	7,672	860	2014
North Palm Beach, FL	45,825		1,374	7,649	32	1,374	7,682	9,056	492	2017
Oakland Park, FL	63,806		3,007	10,145	36	3,007	10,181	13,188	331	2017
Ocoee, FL	76,150		1,286	3,705	228	1,286	3,415	4,701	1,388	2005
Orange City, FL	59,580		1,191	3,209	307	1,191	3,029	4,220	1,280	2004
Orlando II, FL	63,184		1,589	4,576	215	1,589	4,151	5,740	1,696	2005
Orlando III, FL	101,490		1,209	7,768	757	1,209	7,137	8,346	2,643	2006
Orlando IV, FL	76,601		633	3,587	190	633	3,274	3,907	843	2010
Orlando V, FL	75,377		950	4,685	139	950	4,823	5,773	965	2012
Orlando VI, FL	67,275		640	3,154	150	640	3,304	3,944	447	2014
Oviedo, FL	49,276		440	2,824	626	440	2,778	3,218	1,058	2006
Palm Coast I, FL	47,400		555	2,735	117	555	2,852	3,407	463	2014
Palm Coast II, FL	122,490		1,511	7,450	419	1,511	7,870	9,381	1,262	2014
Palm Harbor, FL	82,685		2,457	16,178	132	2,457	16,311	18,768	1,234	2016
Pembroke Pines, FL	67,321		337	3,772	2,817	953	5,442	6,395	2,797	1997
Royal Palm Beach II, FL	81,178		1,640	8,607	331	1,640	7,277	8,917	2,597	2007
Sanford I, FL	61,810		453	2,911	237	453	2,580	3,033	928	2006

F-46

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2018
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Sanford II, FL	69,875		1,003	4,944	234	1,003	5,177	6,180	701	2014
Sarasota, FL	71,142		333	3,656	1,510	529	3,949	4,478	1,856	1999
St. Augustine, FL	59,725		135	1,515	3,447	383	4,358	4,741	2,260	1996
St. Petersburg, FL	66,025		2,721	10,173	425	2,721	10,598	13,319	810	2016
Stuart, FL	86,736		324	3,625	3,214	685	5,852	6,537	2,977	1997
SW Ranches, FL	64,990		1,390	7,598	296	1,390	6,032	7,422	2,136	2007
Tampa I, FL	83,938		2,670	6,249	267	2,670	5,163	7,833	1,830	2007
Tampa II, FL	74,790		2,291	10,262	133	2,291	10,396	12,687	781	2016
West Palm Beach I, FL	66,831		719	3,420	1,826	835	3,998	4,833	1,715	2001
West Palm Beach II, FL	94,113		2,129	8,671	488	2,129	7,854	9,983	3,393	2004
West Palm Beach III, FL	77,410		804	3,962	89	804	4,051	4,855	788	2012
West Palm Beach IV, FL	102,719		1,499	7,392	328	1,499	7,719	9,218	1,142	2014
Winter Park, FL	54,416		866	4,268	116	866	4,384	5,250	592	2014
Alpharetta, GA	90,501		806	4,720	1,024	917	4,046	4,963	1,737	2001
Atlanta, GA	66,825		822	4,053	82	822	4,136	4,958	841	2012
Austell, GA	83,655		1,635	4,711	441	1,643	4,497	6,140	1,635	2006
Decatur, GA	145,320		616	6,776	449	616	6,230	6,846	3,314	1998
Duluth, GA	70,885		373	2,044	233	373	1,952	2,325	466	2011
Lawrenceville, GA	73,890		546	2,903	434	546	2,920	3,466	717	2011
Lithia Springs, GA	66,750		748	5,552	133	748	5,684	6,432	567	2015
Norcross I, GA	85,320		514	2,930	986	632	2,999	3,631	1,264	2001
Norcross II, GA	52,595		366	2,025	233	366	1,973	2,339	483	2011
Norcross III, GA	46,955		938	4,625	83	938	4,709	5,647	1,028	2012
Norcross IV, GA	57,505		576	2,839	129	576	2,968	3,544	603	2012
Peachtree City I, GA	49,875		435	2,532	805	529	2,552	3,081	1,071	2001
Peachtree City II, GA	59,950		398	1,963	141	398	2,104	2,502	425	2012
Smyrna, GA	57,015		750	4,271	325	750	3,478	4,228	1,511	2001
Snellville, GA	79,950		1,660	4,781	381	1,660	4,499	6,159	1,624	2007
Suwanee I, GA	85,125		1,737	5,010	349	1,737	4,657	6,394	1,684	2007
Suwanee II, GA	80,340		800	6,942	110	622	5,847	6,469	2,087	2007
Villa Rica, GA	65,281		757	5,616	161	757	5,776	6,533	576	2015
Addison, IL	31,575		428	3,531	503	428	3,533	3,961	1,490	2004
Aurora, IL	73,985		644	3,652	259	644	3,391	4,035	1,420	2004
Bartlett, IL	51,395		931	2,493	313	931	2,402	3,333	1,025	2004
Bellwood, IL	86,500		1,012	5,768	1,148	1,012	5,178	6,190	2,156	2001
Blue Island, IL	55,125		633	3,120	66	633	3,186	3,819	386	2015
Bolingbrook, IL	82,575		1,675	8,254	193	1,675	8,448	10,123	1,137	2014
Chicago I, IL	95,795		2,667	13,118	994	2,667	14,111	16,778	1,940	2014
Chicago II, IL	78,835		833	4,035	81	833	4,116	4,949	550	2014
Chicago III, IL	84,990		2,427	11,962	825	2,427	12,787	15,214	1,766	2014
Chicago IV, IL	60,420		1,296	6,385	120	1,296	6,506	7,802	775	2015
Chicago V, IL	51,775		1,044	5,144	73	1,044	5,217	6,261	624	2015
Chicago VI, IL	71,748		1,596	9,535	55	1,596	9,590	11,186	775	2016
Chicago VII, IL	90,947		—	11,191	321	—	11,512	11,512	405	2017
Countryside, IL	97,633		2,607	12,684	214	2,607	12,899	15,506	1,724	2014
Des Plaines, IL	69,450		1,564	4,327	867	1,564	4,555	6,119	1,865	2004
Downers Grove, IL	71,625		1,498	13,153	45	1,498	13,197	14,695	1,087	2016
Elk Grove Village, IL	64,104		1,446	3,535	314	1,446	3,319	4,765	1,455	2004
Evanston, IL	57,715		1,103	5,440	248	1,103	5,687	6,790	1,039	2013
Glenview I, IL	100,085		3,740	10,367	587	3,740	9,487	13,227	4,019	2004
Glenview II, IL	30,843		725	3,144	1	725	3,145	3,870	9	2018
Gurnee, IL	80,300		1,521	5,440	411	1,521	5,081	6,602	2,162	2004
Hanover, IL	41,190		1,126	2,197	353	1,126	2,212	3,338	939	2004
Harvey, IL	60,090		869	3,635	494	869	3,587	4,456	1,446	2004
Joliet, IL	72,865		547	4,704	269	547	4,313	4,860	1,840	2004
Kildeer, IL	74,463		2,102	2,187	4,599	1,997	6,583	8,580	1,218	2004
Lombard, IL	58,728		1,305	3,938	992	1,305	4,325	5,630	1,833	2004
Maywood, IL	60,225		749	3,689	49	749	3,738	4,487	446	2015
Mount Prospect, IL	65,000		1,701	3,114	659	1,701	3,320	5,021	1,370	2004
Mundelein, IL	44,700		1,498	2,782	461	1,498	2,827	4,325	1,148	2004
North Chicago, IL	53,400		1,073	3,006	513	1,073	3,034	4,107	1,289	2004
Plainfield I, IL	53,900		1,770	1,715	360	1,740	1,782	3,522	728	2004
Plainfield II, IL	51,900		694	2,000	290	694	1,958	2,652	768	2005
Riverwoods, IL	73,915		1,585	7,826	81	1,585	7,907	9,492	473	2017
Schaumburg, IL	31,160		538	645	266	538	774	1,312	317	2004
Streamwood, IL	64,505		1,447	1,662	547	1,447	1,898	3,345	774	2004
Warrenville, IL	48,796		1,066	3,072	508	1,066	3,148	4,214	1,223	2005
Waukegan, IL	79,500		1,198	4,363	668	1,198	4,378	5,576	1,820	2004
West Chicago, IL	48,175		1,071	2,249	500	1,071	2,390	3,461	996	2004
Westmont, IL	53,400		1,155	3,873	332	1,155	3,664	4,819	1,528	2004
Wheeling I, IL	54,210		857	3,213	508	857	3,249	4,106	1,367	2004
Wheeling II, IL	67,825		793	3,816	559	793	3,823	4,616	1,641	2004
Woodridge, IL	50,232		943	3,397	309	943	3,231	4,174	1,354	2004
Schererville, IN	67,604		1,134	5,589	58	1,134	5,647	6,781	827	2014
Boston I, MA	33,286		538	3,048	282	538	2,899	3,437	745	2010
Boston II, MA	60,470		1,516	8,628	825	1,516	6,997	8,513	2,798	2002
Boston III, MA	108,205		3,211	15,829	706	3,211	16,535	19,746	2,234	2014
Brockton, MA	59,446		577	4,394	1,165	577	5,559	6,136	500	2015
Haverhill, MA	60,589		669	6,610	193	669	6,803	7,472	664	2015
Lawrence, MA	34,672		585	4,737	268	585	5,005	5,590	501	2015
Leominster, MA	54,048		90	1,519	2,664	338	3,541	3,879	1,674	1998
Medford, MA	58,685		1,330	7,165	329	1,330	6,001	7,331	1,988	2007
Stoneham, MA	62,200		1,558	7,679	303	1,558	7,982	9,540	1,417	2013
Tewksbury, MA	62,402		1,537	7,579	279	1,537	7,857	9,394	1,163	2014
Walpole, MA	74,880		634	13,069	336	634	13,405	14,039	976	2016
Annapolis, MD	92,332	5,626	2,643	13,938	68	2,643	14,007	16,650	680	2017
Baltimore, MD	93,750		1,050	5,997	1,483	1,173	5,321	6,494	2,262	2001
Beltsville, MD	63,657		1,277	6,295	75	1,268	6,379	7,647	1,144	2013
California, MD	77,840		1,486	4,280	353	1,486	4,018	5,504	1,668	2004
Capitol Heights, MD	79,500		2,704	13,332	50	2,704	13,383	16,087	1,455	2015
Clinton, MD	84,225		2,182	10,757	140	2,182	10,897	13,079	1,769	2013
District Heights, MD	78,265		1,527	8,313	557	1,527	7,744	9,271	1,836	2011
Elkridge, MD	63,475		1,155	5,695	209	1,120	5,939	7,059	990	2013

F-47

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2018
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Gaithersburg I, MD	87,045		3,124	9,000	488	3,124	8,225	11,349	3,475	2005
Gaithersburg II, MD	74,100		2,383	11,750	80	2,383	11,829	14,212	1,294	2015
Hyattsville, MD	52,830		1,113	5,485	108	1,113	5,593	6,706	1,002	2013
Laurel, MD	162,896		1,409	8,035	3,919	1,928	9,091	11,019	3,893	2001
Temple Hills I, MD	97,270		1,541	8,788	2,643	1,800	8,929	10,729	3,827	2001
Temple Hills II, MD	84,175		2,229	10,988	64	2,229	11,052	13,281	1,732	2014
Timonium, MD	66,717		2,269	11,184	209	2,269	11,393	13,662	1,796	2014
Upper Marlboro, MD	62,290		1,309	6,455	104	1,309	6,557	7,866	1,182	2013
Bloomington, MN	100,928		1,598	12,298	210	1,598	12,510	14,108	808	2016
Belmont, NC	81,850		385	2,196	963	451	2,341	2,792	1,015	2001
Burlington I, NC	109,300		498	2,837	897	498	2,917	3,415	1,325	2001
Burlington II, NC	42,165		320	1,829	473	340	1,761	2,101	765	2001
Cary, NC	111,750		543	3,097	917	543	3,316	3,859	1,464	2001
Charlotte I, NC	69,000		782	4,429	1,589	1,068	4,562	5,630	1,849	2002
Charlotte II, NC	53,706		821	8,764	58	821	8,821	9,642	528	2016
Charlotte III, NC	69,037		1,974	8,211	83	1,974	8,293	10,267	84	2018
Cornelius, NC	59,270		2,424	4,991	980	2,424	5,971	8,395	577	2015
Pineville, NC	77,747		2,490	9,169	151	2,490	9,320	11,810	926	2015
Raleigh, NC	48,675		209	2,398	464	296	2,386	2,682	1,180	1998
Bordentown, NJ	50,550		457	2,255	173	457	2,427	2,884	483	2012
Brick, NJ	51,710		234	2,762	1,553	485	3,465	3,950	1,826	1996
Cherry Hill I, NJ	51,500		222	1,260	204	222	1,249	1,471	316	2010
Cherry Hill II, NJ	65,425		471	2,323	320	471	2,643	3,114	518	2012
Clifton, NJ	105,550		4,346	12,520	331	4,340	11,171	15,511	4,521	2005
Cranford, NJ	91,280		290	3,493	2,792	779	5,090	5,869	2,546	1996
East Hanover, NJ	107,704		504	5,763	4395	1,315	8,177	9,492	4,194	1996
Egg Harbor I, NJ	36,025		104	510	81	104	581	685	145	2010
Egg Harbor II, NJ	70,400		284	1,608	309	284	1,695	1,979	459	2010
Elizabeth, NJ	38,770		751	2,164	719	751	2,560	3,311	1,018	2005
Fairview, NJ	27,876		246	2,759	617	246	2,767	3,013	1,420	1997
Freehold, NJ	81,420		1,086	5,355	211	1,086	5,566	6,652	1,133	2012
Hamilton, NJ	70,550		1,885	5,430	511	1,893	5,173	7,066	1,891	2006
Hoboken, NJ	34,194		1,370	3,947	972	1,370	4,285	5,655	1,776	2005
Linden, NJ	100,425		517	6,008	2,669	1,043	7,139	8,182	3,579	1996
Lumberton, NJ	96,025		987	4,864	316	987	5,180	6,167	1,052	2012
Morris Township, NJ	72,226		500	5,602	3,100	1,072	7,054	8,126	3,499	1997
Parsippany, NJ	84,655		475	5,322	5,820	844	9,798	10,642	3,430	1997
Rahway, NJ	83,121		1,486	7,326	680	1,486	8,007	9,493	1,400	2013
Randolph, NJ	52,565		855	4,872	1,574	1,108	4,757	5,865	1,940	2002
Ridgefield, NJ	67,803		1,810	8,925	318	1,810	9,243	11,053	1,008	2015
Roseland, NJ	53,569		1,844	9,759	189	1,844	9,948	11,792	989	2015
Sewell, NJ	57,826		484	2,766	1,441	706	3,129	3,835	1,362	2001
Somerset, NJ	57,485		1,243	6,129	587	1,243	6,716	7,959	1,286	2012
Whippany, NJ	92,070		2,153	10,615	653	2,153	11,268	13,421	1,945	2013
Albuquerque I, NM	65,927		1,039	3,395	367	1,039	3,178	4,217	1,403	2005
Albuquerque II, NM	58,798		1,163	3,801	284	1,163	3,462	4,625	1,554	2005
Albuquerque III, NM	57,536		664	2,171	371	664	2,151	2,815	967	2005
Henderson, NV	75,150		1,246	6,143	105	1,246	6,246	7,492	839	2014
Las Vegas I, NV	48,732		1,851	2,986	593	1,851	3,167	5,018	1,484	2006
Las Vegas II, NV	48,850		3,354	5,411	615	3,355	5,444	8,799	2,477	2006
Las Vegas III, NV	84,600		1,171	10,034	113	1,171	10,148	11,319	679	2016
Las Vegas IV, NV	90,527		1,116	8,575	365	1,116	8,939	10,055	626	2016
Las Vegas V, NV	107,226		1,460	9,560	183	1,460	9,744	11,204	613	2016
Las Vegas VI, NV	92,732		1,386	12,299	123	1,386	12,422	13,808	699	2016
Las Vegas VII, NV	94,525		1,575	11,483	146	1,575	11,630	13,205	105	2018
Baldwin, NY	61,380		1,559	7,685	646	1,559	8,331	9,890	915	2015
Bronx I, NY	67,864		2,014	11,411	1,118	2,014	10,937	12,951	2,917	2010
Bronx II, NY	99,028		—	28,289	1,721	—	29,475	29,475	6,654	2011
Bronx III, NY	105,900		6,459	36,180	219	6,460	32,052	38,512	7,285	2011
Bronx IV, NY	74,580		—	22,074	130	—	19,549	19,549	4,461	2011
Bronx V, NY	54,704		—	17,556	226	—	15,671	15,671	3,580	2011
Bronx VI, NY	45,970		—	16,803	364	—	15,136	15,136	3,452	2011
Bronx VII, NY	78,700	8,022	—	22,512	189	—	22,810	22,810	4,959	2012
Bronx VIII, NY	30,550	2,816	1,245	6,137	308	1,251	6,475	7,726	1,389	2012
Bronx IX, NY	147,915	22,041	7,967	39,279	1,452	7,967	40,730	48,697	8,714	2012
Bronx X, NY	159,805	24,893	9,090	44,816	537	9,090	45,353	54,443	9,298	2012
Bronx XI, NY	46,425		—	17,130	344	—	17,476	17,476	2,212	2014
Bronx XII, NY	101,268		—	31,603	80	—	31,681	31,681	2,614	2016
Bronx XIII, NY	201,195		19,622	68,290	—	19,621	68,379	88,000	516	2018
Brooklyn I, NY	57,456		1,795	10,172	410	1,795	9,166	10,961	2,397	2010
Brooklyn II, NY	60,920		1,601	9,073	497	1,601	8,251	9,852	2,198	2010
Brooklyn III, NY	41,610		2,772	13,570	146	2,772	13,798	16,570	3,155	2011
Brooklyn IV, NY	37,560		2,283	11,184	198	2,284	11,444	13,728	2,620	2011
Brooklyn V, NY	47,045		2,374	11,636	120	2,374	11,809	14,183	2,686	2011
Brooklyn VI, NY	74,820		4,210	20,638	124	4,211	20,869	25,080	4,742	2011
Brooklyn VII, NY	72,725		5,604	27,452	200	5,604	27,817	33,421	6,338	2011
Brooklyn VIII, NY	61,525		4,982	24,561	118	4,982	24,678	29,660	3,671	2014
Brooklyn IX, NY	46,980		2,966	14,620	154	2,966	14,774	17,740	2,195	2014
Brooklyn X, NY	55,938		3,739	7,703	3,118	4,885	9,674	14,559	978	2015
Brooklyn XI, NY	110,215		10,093	35,385	229	10,093	35,613	45,706	3,116	2016
Brooklyn XII, NY	131,913		7,249	40,230	9	7,250	40,243	47,493	1,246	2017
Flushing, NY	64,993		17,177	17,356	18	17,177	17,373	34,550	40	2018
Holbrook, NY	60,377		2,029	10,737	77	2,029	10,814	12,843	1,066	2015
Jamaica I, NY	88,385		2,043	11,658	2,374	2,043	11,299	13,342	4,755	2001
Jamaica II, NY	92,805		5,391	26,413	397	5,391	26,953	32,344	6,132	2011
Long Island City, NY	88,775		5,700	28,101	46	5,700	28,147	33,847	3,655	2014
New Rochelle I, NY	43,596		1,673	4,827	1,223	1,673	5,391	7,064	2,080	2005
New Rochelle II, NY	63,425		3,167	2,713	452	3,762	18,999	22,761	4,146	2012
New York, NY	94,912	31,171	42,022	38,753	23	42,022	38,777	80,799	1,531	2017
North Babylon, NY	78,350		225	2,514	4,233	568	5,595	6,163	2,775	1998
Patchogue, NY	47,759		1,141	5,624	61	1,141	5,685	6,826	757	2014
Queens I, NY	82,875		5,158	12,339	1,156	5,160	13,493	18,653	1,415	2015
Queens II, NY	90,728		6,208	25,815	484	6,208	26,300	32,508	2,598	2016

F-48

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2018
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Riverhead, NY	38,490		1,068	1,149	216	1,068	1,086	2,154	527	2005
Southold, NY	59,945		2,079	2,238	350	2,079	2,184	4,263	1,035	2005
Staten Island, NY	96,573		1,919	9,463	870	1,919	10,334	12,253	1,790	2013
Tuckahoe, NY	51,358		2,363	17,411	311	2,363	11,951	14,314	2,711	2011
West Hempstead, NY	83,395		2,237	11,030	245	2,237	11,273	13,510	2,254	2012
White Plains, NY	85,874		3,295	18,049	1,030	3,295	16,582	19,877	4,055	2011
Woodhaven, NY	50,665		2,015	11,219	158	2,015	10,080	12,095	2,283	2011
Wyckoff, NY	60,440		1,961	11,113	351	1,961	9,980	11,941	2,546	2010
Yorktown, NY	78,879		2,382	11,720	216	2,382	11,949	14,331	2,728	2011
Cleveland I, OH	46,000		525	2,592	273	524	2,515	3,039	1,097	2005
Cleveland II, OH	58,325		290	1,427	239	289	1,413	1,702	622	2005
Columbus I, OH	71,905		1,234	3,151	153	1,239	2,828	4,067	1,187	2006
Columbus II, OH	36,659		769	3,788	293	769	4,081	4,850	547	2014
Columbus III, OH	51,200		326	1,607	124	326	1,732	2,058	240	2014
Columbus IV, OH	60,950		443	2,182	106	443	2,288	2,731	314	2014
Columbus V, OH	73,325		838	4,128	139	838	4,267	5,105	571	2014
Columbus VI, OH	63,525		701	3,454	120	701	3,575	4,276	480	2014
Grove City, OH	89,290		1,756	4,485	290	1,761	4,157	5,918	1,700	2006
Hilliard, OH	89,290		1,361	3,476	285	1,366	3,273	4,639	1,349	2006
Lakewood, OH	39,332		405	854	690	405	1,385	1,790	1,046	1989
Lewis Center, OH	76,224		1,056	5,206	146	1,056	5,351	6,407	721	2014
Middleburg Heights, OH	93,200		63	704	2,402	332	2,436	2,768	1,151	1980
North Olmsted I, OH	48,672		63	704	1,591	214	1,802	2,016	884	1979
North Olmsted II, OH	47,850		290	1,129	1,232	469	2,034	2,503	1,724	1988
North Randall, OH	80,297		515	2,323	3,274	898	3,997	4,895	1,821	1998
Reynoldsburg, OH	67,245		1,290	3,295	388	1,295	3,229	4,524	1,331	2006
Strongsville, OH	43,683		570	3,486	430	570	3,082	3,652	1,126	2007
Warrensville Heights, OH	90,281		525	766	3,292	935	3,443	4,378	1,612	1980
Westlake, OH	62,750		509	2,508	264	508	2,383	2,891	1,068	2005
Conshohocken, PA	81,285		1,726	8,508	182	1,726	8,689	10,415	1,765	2012
Exton, PA	57,750		541	2,668	127	519	2,817	3,336	573	2012
Langhorne, PA	64,838		1,019	5,023	360	1,019	5,383	6,402	1,083	2012
Levittown, PA	76,130		926	5,296	1,306	926	4,881	5,807	2,100	2001
Malvern, PA	18,820		2,959	18,198	1,727	2,959	19,923	22,882	2,734	2013
Montgomeryville, PA	84,145		975	4,809	261	975	5,069	6,044	1,044	2012
Norristown, PA	61,520		662	3,142	789	638	4,061	4,699	1,007	2011
Philadelphia I, PA	96,099		1,461	8,334	1,931	1,461	6,921	8,382	3,047	2001
Philadelphia II, PA	68,279		1,012	4,990	167	1,012	5,157	6,169	810	2014
Exeter, RI	41,275		547	2,697	148	547	2,845	3,392	387	2014
Johnston, RI	77,275		1,061	5,229	106	1,061	5,336	6,397	715	2014
Wakefield, RI	45,745		823	4,058	85	823	4,143	4,966	546	2014
Woonsocket, RI	72,900		1,049	5,172	174	1,049	5,346	6,395	718	2014
Antioch, TN	75,985		588	4,906	372	588	4,510	5,098	1,887	2005
Nashville I, TN	107,950		405	3,379	1,056	405	3,846	4,251	1,495	2005
Nashville II, TN	83,174		593	4,950	272	593	4,527	5,120	1,910	2005
Nashville III, TN	101,525		416	3,469	347	416	3,482	3,898	1,461	2006
Nashville IV, TN	102,450		992	8,274	396	992	7,428	8,420	3,106	2006
Nashville V, TN	74,560	2,363	895	4,311	854	895	5,165	6,060	657	2015
Nashville VI, TN	72,416		2,749	8,443	124	2,749	8,566	11,315	847	2015
Allen, TX	62,170		714	3,519	134	714	3,653	4,367	754	2012
Austin I, TX	59,645		2,239	2,038	278	2,239	1,967	4,206	807	2005
Austin II, TX	64,360	(A)	734	3,894	419	738	3,751	4,489	1,445	2006
Austin III, TX	70,735		1,030	5,468	358	1,035	5,167	6,202	1,962	2006
Austin IV, TX	65,258		862	4,250	381	862	4,632	5,494	716	2014
Austin V, TX	67,850		1,050	5,175	294	1,050	5,469	6,519	757	2014
Austin VI, TX	62,850		1,150	5,669	327	1,150	5,996	7,146	808	2014
Austin VII, TX	71,023		1,429	6,263	256	1,429	6,519	7,948	637	2015
Austin VIII, TX	62,288		2,935	7,007	63	2,935	7,071	10,006	685	2016
Austin IX, TX	78,547		1,321	9,643	34	1,321	9,677	10,998	308	2018
Bryan, TX	60,650		1,394	1,268	575	1,396	1,605	3,001	576	2005
Carrollton, TX	77,780		661	3,261	140	661	3,401	4,062	660	2012
Cedar Park, TX	86,725		3,350	7,950	380	3,350	8,331	11,681	765	2016
College Station, TX	26,550		812	740	216	813	769	1,582	303	2005
Cypress, TX	58,161		360	1,773	154	360	1,928	2,288	409	2012
Dallas I, TX	58,582		2,475	2,253	489	2,475	2,264	4,739	922	2005
Dallas II, TX	77,073		940	4,635	234	940	4,869	5,809	813	2013
Dallas III, TX	83,479		2,608	12,857	306	2,608	13,163	15,771	1,714	2014
Dallas IV, TX	114,750		2,369	11,850	75	2,369	11,924	14,293	1,449	2015
Dallas V, TX	54,510		—	11,604	87	—	11,692	11,692	1,285	2015
Denton, TX	60,846		553	2,936	445	569	2,886	3,455	1,017	2006
Fort Worth I, TX	50,416		1,253	1,141	356	1,253	1,259	2,512	495	2005
Fort Worth II, TX	72,900		868	4,607	399	874	4,338	5,212	1,689	2006
Fort Worth III, TX	81,145		1,000	4,928	186	1,000	5,115	6,115	626	2015
Fort Worth IV, TX	78,579		1,274	7,693	34	1,274	7,728	9,002	679	2016
Frisco I, TX	50,904		1,093	3,148	205	1,093	2,895	3,988	1,174	2005
Frisco II, TX	71,839		1,564	4,507	244	1,564	4,135	5,699	1,664	2005
Frisco III, TX	74,665		1,147	6,088	682	1,154	5,961	7,115	2,250	2006
Frisco IV, TX	75,175		719	4,072	293	719	3,769	4,488	985	2010
Frisco V, TX	74,415		1,159	5,714	145	1,159	5,858	7,017	903	2014
Frisco VI, TX	69,176		1,064	5,247	174	1,064	5,421	6,485	738	2014
Garland I, TX	70,100		751	3,984	628	767	4,018	4,785	1,541	2006
Garland II, TX	68,425		862	4,578	310	862	4,291	5,153	1,587	2006
Grapevine, TX	78,769		1,211	8,559	117	1,211	8,676	9,887	755	2016
Houston III, TX	61,590		575	524	486	576	898	1,474	357	2005
Houston IV, TX	43,750		960	875	704	961	1,379	2,340	503	2005
Houston V, TX	124,279		1,153	6,122	1,804	991	7,176	8,167	2,418	2006
Houston VI, TX	54,690		575	524	5,857	983	5,060	6,043	1,212	2011
Houston VII, TX	46,991		681	3,355	185	681	3,540	4,221	785	2012
Houston VIII, TX	54,215		1,294	6,377	383	1,294	6,761	8,055	1,400	2012
Houston IX, TX	51,208		296	1,459	149	296	1,608	1,904	336	2012
Houston X, TX	96,061		5,267	12,667	10	5,267	12,677	17,944	223	2018
Houston XI, TX	80,930		5,618	15,330	5	5,618	15,334	20,952	104	2018
Humble, TX	70,700		706	5,727	113	706	5,840	6,546	579	2015

F-49

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2018
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Katy, TX	71,308		1,329	6,552	87	1,329	6,640	7,969	1,075	2013
Keller, TX	88,585		1,330	7,960	329	1,331	7,673	9,004	1,831	2006/2017
Lewisville I, TX	67,340		476	2,525	539	492	2,627	3,119	957	2006
Lewisville II, TX	127,659		1,464	7,217	508	1,464	7,725	9,189	1,313	2013
Lewisville III, TX	93,855		1,307	15,025	204	1,307	15,229	16,536	1,242	2016
Little Elm I, TX	60,115		892	5,529	138	892	5,668	6,560	483	2016
Little Elm II, TX	97,136		1,219	9,864	121	1,219	9,986	11,205	830	2016
Mansfield I, TX	63,000		837	4,443	292	843	4,152	4,995	1,614	2006
Mansfield II, TX	57,375		662	3,261	165	662	3,426	4,088	725	2012
Mansfield III, TX	71,000		947	4,703	183	947	4,887	5,834	343	2016
McKinney I, TX	47,020		1,632	1,486	286	1,634	1,532	3,166	604	2005
McKinney II, TX	70,050		855	5,076	287	857	4,738	5,595	1,834	2006
McKinney III, TX	53,650		652	3,213	73	652	3,285	3,937	424	2014
North Richland Hills, TX	57,200		2,252	2,049	258	2,252	1,928	4,180	784	2005
Pearland, TX	72,050		450	2,216	418	450	2,635	3,085	525	2012
Richmond, TX	102,295		1,437	7,083	171	1,437	7,254	8,691	1,174	2013
Roanoke, TX	59,300		1,337	1,217	238	1,337	1,229	2,566	477	2005
San Antonio I, TX	73,579		2,895	2,635	376	2,895	2,478	5,373	1,007	2005
San Antonio II, TX	73,955		1,047	5,558	288	1,052	5,153	6,205	1,890	2006
San Antonio III, TX	71,825		996	5,286	332	996	4,896	5,892	1,779	2007
San Antonio IV, TX	61,500		829	3,891	156	829	4,048	4,877	271	2016
Spring, TX	72,745		580	3,081	309	580	2,898	3,478	1,123	2006
Murray I, UT	60,280		3,847	1,017	546	3,848	1,346	5,194	602	2005
Murray II, UT	70,996		2,147	567	674	2,147	1,069	3,216	416	2005
Salt Lake City I, UT	56,446		2,695	712	544	2,696	1,070	3,766	479	2005
Salt Lake City II, UT	51,676		2,074	548	416	1,937	798	2,735	371	2005
Alexandria, VA	114,100		2,812	13,865	251	2,812	14,116	16,928	2,935	2012
Arlington, VA	96,143		6,836	9,843	99	6,836	9,943	16,779	1,341	2015
Burke Lake, VA	91,467		2,093	10,940	1,194	2,093	10,536	12,629	2,652	2011
Fairfax, VA	73,265		2,276	11,220	316	2,276	11,537	13,813	2,327	2012
Fredericksburg I, VA	69,475		1,680	4,840	370	1,680	4,537	6,217	1,740	2005
Fredericksburg II, VA	61,057		1,757	5,062	438	1,757	4,808	6,565	1,859	2005
Leesburg, VA	85,503		1,746	9,894	189	1,746	8,794	10,540	1,986	2011
Manassas, VA	72,745		860	4,872	274	860	4,480	5,340	1,162	2010
McLearen, VA	69,385		1,482	8,400	257	1,482	7,502	8,984	1,905	2010
Vienna, VA	55,120		2,300	11,340	173	2,300	11,513	13,813	2,320	2012
Divisional Offices					398		398	398	114
	34,619,208		785,736	3,267,473	310,175	806,916	3,343,173	4,150,089	752,750

(A) This store is part of the YSI 33 Loan portfolio, with a balance of $9,214 as of December 31, 2018.

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

Activity in storage properties during 2018 and 2017 was as follows (in thousands):

	2018		2017		2016
Storage properties*
Balance at beginning of year	$	4,161,715	$	3,998,180	$	3,467,032
Acquisitions & improvements		381,182		247,546		490,980
Fully depreciated assets		(26,125)		(53,903)		(61,232)
Dispositions and other		(8,735)		(9,179)		—
Construction in progress, net		(44,582)		(20,929)		101,400
Balance at end of year	$	4,463,455	$	4,161,715	$	3,998,180
Accumulated depreciation*
Balance at beginning of year	$	752,925	$	671,364	$	594,049
Depreciation expense		138,510		135,732		138,547
Fully depreciated assets		(26,125)		(53,903)		(61,232)
Dispositions and other		(2,823)		(268)		—
Balance at end of year	$	862,487	$	752,925	$	671,364
Storage properties, net	$	3,600,968	$	3,408,790	$	3,326,816

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

As of December 31, 2018, the aggregate cost of Storage properties for federal income tax purposes was approximately $4.6 billion.

F-50

EX-21.1

Exhibit 21.1

Subsidiary	Jurisdiction of Organization
101 OLD WINDSOR ROAD, LLC	Delaware
1053 CROMWELL AVENUE, LLC	Delaware
12250 El Dorado Parkway, LLC	Delaware
1575 NORTH BLAIRS BRIDGE ROAD, LLC	Delaware
186 Jamaica Ave TRS, LLC	Delaware
186 JAMAICA AVE, LLC	Delaware
191 III CUBE 2 LLC	Delaware
191 III CUBE BORDEAUX SUB, LLC	Delaware
191 III CUBE CHATTANOOGA SUB, LLC	Delaware
191 III CUBE FL SUB LLC	Delaware
191 III CUBE GA SUB  LLC	Delaware
191 III CUBE GOODLETTSVILLE I SUB, G.P.	Delaware
191 III CUBE GOODLETTSVILLE II SUB, G.P.	Delaware
191 III CUBE GRANDVILLE SUB, LLC	Delaware
191 III CUBE KNOXVILLE I SUB, G.P.	Delaware
191 III CUBE KNOXVILLE II SUB, G.P.	Delaware
191 III CUBE KNOXVILLE III SUB, G.P.	Delaware
191 III Cube LLC	Delaware
191 III CUBE MA SUB LLC	Delaware
191 III CUBE MI SUB LLC	Delaware
191 III CUBE MURFREESBORO SUB, LLC	Delaware
191 III CUBE NC SUB LLC	Delaware
191 III CUBE NEW BEDFORD SUB, LLC	Delaware
191 III CUBE OLD HICKORY SUB, LLC	Delaware
191 III CUBE SC SUB LLC	Delaware
191 III CUBE SUB HOLDINGS 1 LLC	Delaware
191 III CUBE SUB HOLDINGS 2 LLC	Delaware
191 III CUBE SUB HOLDINGS 3 LLC	Delaware
191 III CUBE SUB HOLDINGS 4 LLC	Delaware
191 III CUBE SUB HOLDINGS 5 LLC	Delaware
191 III CUBE SUB HOLDINGS 6 LLC	Delaware
191 III CUBE SUB HOLDINGS 7 LLC	Delaware
191 III CUBE SUB HOLDINGS 8 LLC	Delaware
191 III CUBE TN SUB LLC	Delaware
191 III CUBE TRINITY SUB, LLC	Delaware
191 IV CUBE LLC	Delaware
2225 46TH ST, LLC	Delaware
2301 TILLOTSON AVE, LLC	Delaware
251 JAMAICA AVE, LLC	Delaware
2880 Exterior St, LLC	Delaware
2880 EXTERIOR STREET TRS, LLC	Delaware
295 E. Ocotillo Road, LLC	Delaware
3068 CROPSEY AVENUE, LLC	Delaware
3103 N. Decatur Road, LLC	Delaware
38300 North Gantzel Road, LLC	Delaware
430 1ST AVENUE SOUTH, LLC	Delaware
444 55TH STREET HOLDINGS TRS, LLC	Delaware
444 55TH STREET HOLDINGS, LLC	Delaware
444 55TH STREET VENTURE, LLC	Delaware
444 55TH STREET, LLC	Delaware
4441 Alma Road, LLC	Delaware
5 Old Lancaster Associates, LLC	Pennsylvania
5505 Maple Ave, LLC	Delaware
7205 Vanderbilt Way, LLC	Delaware

Subsidiary	Jurisdiction of Organization
8552 BAYMEADOWS ROAD, LLC	Delaware
9641 Annapolis Road, LLC	Delaware
CONSHOHOCKEN GP II, LLC	Delaware
CS 1158 MCDONALD AVE, LLC	Delaware
CS 160 EAST 22ND ST, LLC	Delaware
CS ANNAPOLIS HOLDINGS, LLC	Delaware
CS ANNAPOLIS, LLC	Delaware
CS CAPITAL INVESTORS, LLC	Delaware
CS FLORIDA AVENUE, LLC	Delaware
CS SDP EVERETT BORROWER, LLC	Delaware
CS SDP Everett, LLC	Delaware
CS SDP Newtonville, LLC	Delaware
CS SDP WALTHAM BORROWER, LLC	Delaware
CS SDP WALTHAM, LLC	Delaware
CS SJM E 92ND STREET OWNER, LLC	Delaware
CS SJM E 92ND STREET, LLC	Delaware
CS SNL NEW YORK AVE, LLC	Delaware
CS SNL OPERATING COMPANY, LLC	Delaware
CS VENTURE I, LLC	Delaware
CUBE HHF Limited Partnership	Delaware
CUBE HHF NORTHEAST CT, LLC	Delaware
CUBE HHF NORTHEAST MA, LLC	Delaware
CUBE HHF NORTHEAST RI, LLC	Delaware
CUBE HHF NORTHEAST SUB HOLDINGS LLC	Delaware
CUBE HHF NORTHEAST TRS, LLC	Delaware
CUBE HHF NORTHEAST VENTURE LLC	Delaware
CUBE HHF NORTHEAST VT, LLC	Delaware
CUBE HHF TRS, LLC	Delaware
CUBE III TN ASSET MANAGEMENT, LLC	Delaware
CUBE III TRS 2 LLC	Delaware
CUBE III TRS LLC	Delaware
CUBE IV TRS LLC	Delaware
CUBE VENTURE GP, LLC	Delaware
CubeSmart	Maryland
CubeSmart Asset Management, LLC	Delaware
CUBESMART BARTOW, LLC	Delaware
CUBESMART BOSTON ROAD, LLC	Delaware
CUBESMART CLINTON, LLC	Delaware
CUBESMART CYPRESS, LLC	Delaware
CUBESMART EAST 135TH, LLC	Delaware
CubeSmart Management, LLC	Delaware
CUBESMART SOUTHERN BLVD, LLC	Delaware
CUBESMART SWISS AVE, LLC	Delaware
CUBESMART TEMPLE HILLS, LLC	Delaware
CUBESMART TIMONIUM BORROWER, LLC	Delaware
CubeSmart Timonium, LLC	Delaware
CubeSmart TRS, Inc.	Ohio
CubeSmart, L.P.	Delaware
EAST COAST GP, LLC	Delaware
EAST COAST STORAGE PARTNERS, L.P.	Delaware
FREEHOLD MT, LLC	Delaware
LANGHORNE GP II, LLC	Delaware
Lantana Property Owner's Association, Inc.	Florida
MONTGOMERYVILLE GP II, LLC	Delaware
Old Lancaster Venture, L.P.	Pennsylvania
PSI Atlantic Austin TX, LLC	Delaware

Subsidiary	Jurisdiction of Organization
PSI Atlantic Brockton MA, LLC	Delaware
PSI Atlantic Cornelius NC, LLC	Delaware
PSI Atlantic Haverhill MA, LLC	Delaware
PSI Atlantic Holbrook NY, LLC	Delaware
PSI Atlantic Humble TX, LLC	Delaware
PSI Atlantic Lawrence MA, LLC	Delaware
PSI Atlantic Lithia Springs GA, LLC	Delaware
PSI Atlantic Nashville TN, LLC	Delaware
PSI Atlantic NPB FL, LLC	Delaware
PSI Atlantic Pineville NC, LLC	Delaware
PSI Atlantic REIT, Inc.	Delaware
PSI Atlantic Surprise AZ, LLC	Delaware
PSI Atlantic TRS, LLC	Delaware
PSI Atlantic Villa Rica GA, LLC	Delaware
PSI Atlantic Villa Rica Parcel Owner, LLC	Delaware
R STREET STORAGE ASSOCIATES, LLC	Maryland
SHIRLINGTON RD II, LLC	Delaware
SHIRLINGTON RD TRS, LLC	Delaware
SHIRLINGTON RD, LLC	Delaware
SOMERSET MT, LLC	Delaware
STORAGE PARTNERS OF CONSHOHOCKEN, L.P.	Delaware
Storage Partners of Freehold II, LLC	Delaware
Storage Partners of Langhorne II, LP	Delaware
STORAGE PARTNERS OF MONTGOMERYVILLE, L.P.	Delaware
STORAGE PARTNERS OF SOMERSET, LLC	Delaware
UNITED-HSRE I, L.P.	Delaware
U-Store-It Development LLC	Delaware
U-Store-It Trust Luxembourg S.ar.l.	Luxembourg
Valley Forge Storage Venture, LLC	Delaware
Wider Reach, LLC	Delaware
YSI HART TRS, INC	Delaware
YSI I LLC	Delaware
YSI II LLC	Delaware
YSI X GP LLC	Delaware
YSI X LP	Delaware
YSI X LP LLC	Delaware
YSI XV LLC	Delaware
YSI XX GP LLC	Delaware
YSI XX LP	Delaware
YSI XX LP LLC	Delaware
YSI XXX LLC	Delaware
YSI XXXI, LLC	Delaware
YSI XXXIII, LLC	Delaware
YSI XXXIIIA, LLC	Delaware
YSI XXXVII, LLC	Delaware

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Trustees of
CubeSmart:

We consent to the incorporation by reference in the registration statements (No. 333‑216768) on Form S-3 of CubeSmart and CubeSmart, L.P. and (Nos. 333-211787, 333-167623, 333-143126, 333-143125, 333-143124 and 333-119987) on Form S-8  of CubeSmart of our reports dated February 22, 2019, with respect to the consolidated balance sheets of CubeSmart and subsidiaries as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes and financial statement schedule III (collectively, the “consolidated financial statements”), and the effectiveness of internal control over financial reporting as of December 31, 2018, which reports appear in the December 31, 2018 annual report on Form 10‑K of CubeSmart and CubeSmart, L.P.

/s/ KPMG LLP

Philadelphia, Pennsylvania

February 22, 2019

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Partners of
CubeSmart, L.P.:

We consent to the incorporation by reference in the registration statements (No. 333‑216768) on Form S-3 of CubeSmart and CubeSmart, L.P. and (Nos. 333-211787, 333-167623, 333-143126, 333-143125, 333-143124 and 333-119987) on Form S-8  of CubeSmart of our reports dated February 22, 2019, with respect to the consolidated balance sheets of CubeSmart, L.P. and subsidiaries as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes and financial statement schedule III (collectively, the “consolidated financial statements”), and the effectiveness of internal control over financial reporting as of December 31, 2018, which reports appear in the December 31, 2018 annual report on Form 10‑K of CubeSmart and CubeSmart, L.P.

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/s/ KPMG LLP

Philadelphia, Pennsylvania

February 22, 2019

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher P. Marr, certify that:

1. I have reviewed this Annual Report on Form 10-K of CubeSmart;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Trustees (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Christopher P. Marr
	Christopher P. Marr
	Chief Executive Officer
Date: February 22, 2019

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EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy M. Martin, certify that:

1. I have reviewed this Annual Report on Form 10-K of CubeSmart;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Trustees (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

6
	/s/ Timothy M. Martin
	Timothy M. Martin
	Chief Financial Officer
Date: February 22, 2019

1

EX-31.3

Exhibit 31.3

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher P. Marr, certify that:

1. I have reviewed this Annual Report on Form 10-K of CubeSmart L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Trustees (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

6
	/s/ Christopher P. Marr
	Christopher P. Marr
	Chief Executive Officer
Date: February 22, 2019

1

EX-31.4

Exhibit 31.4

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy M. Martin, certify that:

1. I have reviewed this Annual Report on Form 10-K of CubeSmart L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Trustees (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Timothy M. Martin
	Timothy M. Martin
	Chief Financial Officer
Date: February 22, 2019

1

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of

the

Sarbanes-Oxley Act of 2002

The undersigned, the Chief Executive Officer and Chief Financial Officer of CubeSmart (the “Company”), each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(a) The Annual Report on Form 10-K of the Company for the year ended December 31, 2018 (the “Report”) filed on the date hereof with the Securities and Exchange Commission fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

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	/s/ Christopher P. Marr
	Christopher P. Marr
	Chief Executive Officer
Date: February 22, 2019

	/s/ Timothy M. Martin
	Timothy M. Martin
	Chief Financial Officer
Date: February 22, 2019

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

1

EX-32.2

Exhibit 32.2

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of

the

Sarbanes-Oxley Act of 2002

The undersigned, the Chief Executive Officer and Chief Financial Officer of CubeSmart L.P. (the “Company”), each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(a) The Annual Report on Form 10-K of the Company for the year ended December 31, 2018 (the “Report”) filed on the date hereof with the Securities and Exchange Commission fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

6
	/s/ Christopher P. Marr
	Christopher P. Marr
	Chief Executive Officer
Date: February 22, 2019

	/s/ Timothy M. Martin
	Timothy M. Martin
	Chief Financial Officer
Date: February 22, 2019

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

1

EX-99.1

Exhibit 99.1

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion describes the material U.S. federal income tax considerations relating to the purchase, ownership and disposition of common shares and preferred shares of CubeSmart and debt securities of CubeSmart, L.P. (the “Operating Partnership”), and the qualification and taxation of CubeSmart as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). This discussion reflects changes to the U.S. federal income tax laws made by legislation commonly referred to as the Tax Cuts and Jobs Act (the “TCJA”), which was signed into law on December 22, 2017. The TCJA is a far-reaching and complex revision to the U.S. federal income tax laws with disparate and, in some cases, countervailing impacts on different categories of taxpayers and industries, and it is anticipated that it will require subsequent rulemaking in a number of areas.

This discussion is not exhaustive of all possible tax considerations and does not provide a detailed discussion of any state, local or foreign tax considerations. The discussion does not address all aspects of taxation that may be relevant to particular investors in light of their personal investment or tax circumstances, or to certain types of investors that are subject to special treatment under the U.S. federal income tax laws, such as insurance companies, regulated investment companies, REITs, tax-exempt organizations (except to the limited extent discussed below under “Taxation of Tax-Exempt Shareholders”), financial institutions or broker-dealers, non-U.S. individuals and foreign corporations (except to the limited extent discussed below under “Taxation of Non-U.S. Shareholders”), an entity treated as a U.S. corporation on account of the inversion rules, and other persons subject to special tax rules. This summary deals only with investors who hold common shares or preferred shares of CubeSmart or debt securities of the Operating Partnership as “capital assets” within the meaning of Section 1221 of the Code. This discussion is not intended to be, and should not be construed as, tax advice.

The information in this summary is based on the Code, current, temporary and proposed Treasury regulations, the legislative history of the Code, current administrative interpretations and practices of the Internal Revenue Service (the “IRS”), including its practices and policies as endorsed in private letter rulings, which are not binding on the IRS, and existing court decisions. Future legislation, regulations, administrative interpretations and court decisions could change current law or adversely affect existing interpretations of current law. Any change could apply retroactively. We have not obtained any rulings from the IRS concerning the tax treatment of the matters discussed in this summary. Therefore, it is possible that the IRS could challenge the statements in this summary, which do not bind the IRS or the courts, and that a court could agree with the IRS.

We urge you to consult your own tax advisor regarding the specific tax consequences to you of ownership of common shares or preferred shares of CubeSmart and debt securities of the Operating Partnership, and of CubeSmart’s election to be taxed as a REIT. Specifically, you should consult your own tax advisor regarding the federal, state, local, foreign, and other tax consequences of such ownership and election, and regarding potential changes in applicable tax laws.

Taxation of CubeSmart

Qualification of CubeSmart as a REIT

CubeSmart elected to be taxed as a REIT under the U.S. federal income tax laws beginning with its short taxable year ended December 31, 2004. CubeSmart believes that, beginning with such short taxable year, it has been organized and has operated in such a manner as to qualify for taxation as a REIT under the Code and intends to continue to operate in such a manner. However, there can be no assurance that CubeSmart has qualified or will remain qualified as a REIT.

CubeSmart’s continued qualification and taxation as a REIT depends upon its ability to meet on a continuing basis, through actual annual operating results, certain qualification tests set forth in the U.S. federal income tax laws. Those qualification tests involve the percentage of income that CubeSmart earns from specified sources, the percentage of its assets that falls within specified categories, the diversity of its share ownership, and the percentage of its earnings that CubeSmart distributes. Accordingly, no assurance can be given that the actual results of CubeSmart’s operations for any particular taxable year will satisfy such requirements. For a discussion of the tax consequences of its failure to qualify as a REIT, see “Requirements for Qualification — Failure to Qualify” below.

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Pursuant to CubeSmart’s declaration of trust, CubeSmart’s board of trustees has the authority to make any tax elections on its behalf that, in its sole judgment, are in CubeSmart’s best interest. This authority includes the ability to revoke or otherwise terminate CubeSmart’s status as a REIT. CubeSmart’s board of trustees has the authority under its declaration of trust to make these elections without the necessity of obtaining the approval of CubeSmart’s shareholders. In addition, CubeSmart’s board of trustees has the authority to waive any restrictions and limitations contained in its declaration of trust that are intended to preserve CubeSmart’s status as a REIT during any period in which its board of trustees has determined not to pursue or preserve CubeSmart’s status as a REIT.

Taxation of CubeSmart as a REIT

The sections of the Code relating to qualification and operation as a REIT, and the U.S. federal income taxation of a REIT, are highly technical and complex. The following discussion sets forth only the material aspects of those sections. This summary is qualified in its entirety by the applicable Code provisions and the related rules and regulations.

If CubeSmart qualifies as a REIT, it generally will not be subject to federal income tax on the taxable income that it distributes to its shareholders. The benefit of that tax treatment is that it avoids the “double taxation,” or taxation at both the corporate and shareholder levels, that generally results from owning shares in a corporation. However, CubeSmart will be subject to federal tax in the following circumstances:

· CubeSmart is subject to the corporate federal income tax on any taxable income, including net capital gain that it does not distribute to shareholders during, or within a specified time period after, the calendar year in which the income is earned.

· For tax years beginning before January 1, 2018, CubeSmart may be subject to the corporate “alternative minimum tax” on any items of tax preference, including any deductions of net operating losses.

· CubeSmart is subject to tax, at the highest corporate rate (35% for tax years beginning on or before December 31, 2017 and 21% for tax years beginning after that date), on net income from the sale or other disposition of property acquired through foreclosure (“foreclosure property”) that it holds primarily for sale to customers in the ordinary course of business, and other non-qualifying income from foreclosure property.

· CubeSmart is subject to a 100% tax on net income from sales or other dispositions of property, other than foreclosure property, that it holds primarily for sale to customers in the ordinary course of business.

· If CubeSmart fails to satisfy one or both of the 75% gross income test or the 95% gross income test, as described below under “Requirements for Qualification — Gross Income Tests,” but nonetheless continues to qualify as a REIT because it meets other requirements, CubeSmart will be subject to a 100% tax on: the greater of the amount by which it fails the 75% gross income test or the 95% gross income test multiplied, in either case, by a fraction intended to reflect its profitability.

· If CubeSmart fails to distribute during a calendar year at least the sum of: (1) 85% of its REIT ordinary income for the year, (2) 95% of its REIT capital gain net income for the year, and (3) any undistributed taxable income required to be distributed from earlier periods, then CubeSmart will be subject to a 4% nondeductible excise tax on the excess of the required distribution over the amount it actually distributed.

· If CubeSmart fails any of the asset tests, as described below under “Requirements for Qualification — Asset Tests,” other than certain de minimis failures, but its failure was due to reasonable cause and not to willful neglect, and it nonetheless maintains its REIT qualification because of specified cure provisions, CubeSmart will pay a tax equal to the greater of $50,000 or 35% (for tax years beginning on or before December 31, 2017 and 21% for tax years beginning after that date) of the net income from the nonqualifying assets during the period in which it failed to satisfy the asset tests.

2

The amount of gain on which CubeSmart will pay tax generally is the lesser of the amount of gain that it recognizes at the time of the sale or disposition, and the amount of gain that it would have recognized if it had sold the asset at the time CubeSmart acquired it.

· If CubeSmart fails to satisfy one or more requirements for REIT qualification, other than the gross income tests and the asset tests, and such failure is due to reasonable cause and not to willful neglect, it will be required to pay a penalty of $50,000 for each such failure.

· CubeSmart may elect to retain its net long-term capital gain and pay income tax on such gain.

· CubeSmart will be subject to a 100% excise tax on transactions with a taxable REIT subsidiary that are not conducted on an arm’s-length basis.

· If CubeSmart acquires any asset from a C corporation (a corporation that generally is subject to full corporate-level tax) in a transaction in which the adjusted basis of the assets in CubeSmart’s hands is determined by reference to the adjusted tax basis of the asset in the hands of the C corporation, CubeSmart will pay tax at the highest regular corporate rate then applicable (35% for tax years beginning on or before December 31, 2017 and 21% for tax years beginning after that date) if it recognizes gain on the sale or disposition of the asset during the 5-year period after it acquires the asset, unless the C corporation elects to treat the assets as if they were sold for their fair market value at the time of CubeSmart’s acquisition.

· CubeSmart may be required to pay monetary penalties to the IRS in certain circumstances, including if it fails to meet record-keeping requirements intended to monitor its compliance with rules relating to the composition of a REIT’s shareholders, as described below in “Requirements for Qualification – Organizational Requirements - Recordkeeping Requirements.”

· The earnings of CubeSmart’s lower-tier entities, if any, that are subchapter C corporations, including taxable REIT subsidiaries, are subject to federal corporate income tax.

In addition, we may be subject to a variety of taxes, including payroll taxes and state, local and foreign income, property and other taxes on our assets and operations. We could also be subject to tax in situations and on transactions not presently contemplated.

Requirements for Qualification

To qualify as a REIT, CubeSmart must elect to be treated as a REIT, and CubeSmart must meet various (a) organizational requirements, (b) gross income tests, (c) asset tests and (d) annual distribution requirements.

Organizational Requirements.  A REIT is a corporation, trust or association that meets each of the following requirements:

1) It is managed by one or more trustees or directors;

2) Its beneficial ownership is evidenced by transferable shares, or by transferable certificates of beneficial interest;

3) It would be taxable as a domestic corporation, but for Sections 856 through 860 of the Code;

4) It is neither a financial institution nor an insurance company subject to special provisions of the U.S. federal income tax laws;

5) At least 100 persons are beneficial owners of its shares or ownership certificates (determined without reference to any rules of attribution);

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6) Not more than 50% in value of its outstanding shares or ownership certificates is owned, directly or indirectly, by five or fewer individuals, which the U.S. federal income tax laws define to include certain entities, during the last half of any taxable year;

7) It elects to be a REIT, or has made such election for a previous taxable year which has not been revoked or terminated, and satisfies all relevant filing and other administrative requirements established by the IRS that must be met to elect and maintain REIT status;

8) It uses a calendar year for U.S. federal income tax purposes and complies with the recordkeeping requirements of the U.S. federal income tax laws; and

9) It meets certain other qualifications, tests described below, regarding the nature of its income and assets and the distribution of its income.

CubeSmart must meet requirements 1 through 4, 8 and 9 during its entire taxable year and must meet requirement 5 during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months. CubeSmart’s declaration of trust provides for restrictions regarding the ownership and transfer of its shares of beneficial interest that are intended to assist CubeSmart in continuing to satisfy requirements 5 and 6. However, these restrictions may not ensure that CubeSmart will, in all cases, be able to satisfy these requirements.

For purposes of determining share ownership under requirement 6, an “individual” generally includes a supplemental unemployment compensation benefits plan, a private foundation, or a portion of a trust permanently set aside or used exclusively for charitable purposes. An “individual,” however, generally does not include a trust that is a qualified employee pension or profit sharing trust under the U.S. federal income tax laws, and beneficiaries of such a trust will be treated as holding CubeSmart’s shares in proportion to their actuarial interests in the trust for purposes of requirement 6. CubeSmart believes it has issued sufficient shares of beneficial interest with enough diversity of ownership to satisfy requirements 5 and 6 set forth above.

Recordkeeping Requirements.  To monitor compliance with the share ownership requirements, CubeSmart is required to maintain records regarding the actual ownership of its shares. To do so, CubeSmart must demand written statements each year from the record holders of certain percentages of its shares in which the record holders are to disclose the actual owners of the shares (the persons required to include in gross income the dividends paid by us). A list of those persons failing or refusing to comply with this demand must be maintained as part of CubeSmart’s records. Failure by CubeSmart to comply with these recordkeeping requirements could subject CubeSmart to monetary penalties. If CubeSmart satisfies these requirements and has no reason to know that requirement 6 is not satisfied, CubeSmart will be deemed to have satisfied such requirement. A shareholder that fails or refuses to comply with the demand is required by Treasury Regulations to submit a statement with its tax return disclosing the actual ownership of the shares and other information.

Qualified REIT Subsidiaries. A corporation that is a “qualified REIT subsidiary” is not treated as a corporation separate from its parent REIT. A “qualified REIT subsidiary” is a corporation, all of the capital stock of which is owned by the REIT and that has not elected to be a taxable REIT subsidiary. All assets, liabilities, and items of income, deduction, and credit of a “qualified REIT subsidiary” are treated as assets, liabilities, and items of income, deduction, and credit of the REIT. Thus, in applying the requirements described herein, any “qualified REIT subsidiary” that CubeSmart owns will be ignored, and all assets, liabilities, and items of income, deduction, and credit of such subsidiary will be treated as its assets, liabilities, and items of income, deduction, and credit.

Partnership Subsidiaries. An unincorporated domestic entity, such as a partnership or limited liability company that has a single owner, generally is not treated as an entity separate from its parent for U.S. federal income tax purposes. An unincorporated domestic entity with two or more owners is generally treated as a partnership for U.S. federal income tax purposes. In the case of a REIT that is a partner in a partnership, the REIT is treated as owning its proportionate share of the assets of the partnership and as earning its allocable share of the gross income of the partnership for purposes of the applicable REIT qualification tests. Thus, CubeSmart’s proportionate share of the assets, liabilities and items of income of the Operating Partnership and any other partnership, joint venture, or limited liability company that is treated as a partnership for U.S. federal income tax purposes in which CubeSmart acquires an interest, directly or indirectly (“Partnership Subsidiary”), is treated as CubeSmart’s assets and gross income for purposes of applying the various REIT qualification requirements.

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Taxable REIT Subsidiaries. A REIT is permitted to own up to 100% of the stock of one or more “taxable REIT subsidiaries.” A taxable REIT subsidiary is a corporation subject to U.S. federal income tax, and state and local income tax where applicable, as a regular “C” corporation. The subsidiary and the REIT must jointly elect to treat the subsidiary as a taxable REIT subsidiary. In addition, if a taxable REIT subsidiary owns, directly or indirectly, securities representing 35% or more of the vote or value of a subsidiary corporation, that subsidiary will also be treated as a taxable REIT subsidiary. Several provisions regarding the arrangements between a REIT and its taxable REIT subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of U.S. federal income taxation. For example, the taxable REIT subsidiary rules limit the deductibility of interest paid or accrued by a taxable REIT subsidiary to its parent REIT. Further, the rules impose a 100% excise tax on transactions between a taxable REIT subsidiary and its parent REIT or the REIT’s tenants that are not conducted on an arm’s-length basis, and, effective for taxable years beginning after December 31, 2015, on income imputed to a taxable REIT subsidiary, for services rendered to or on behalf of CubeSmart, the Operating Partnership, any qualified REIT subsidiary, or a Partnership Subsidiary. CubeSmart may engage in activities indirectly through a taxable REIT subsidiary that would jeopardize its REIT status if CubeSmart engaged in the activities directly. For example, a taxable REIT subsidiary of CubeSmart may provide services to unrelated parties which might produce income that does not qualify under the gross income tests described below. A taxable REIT subsidiary may also engage in other activities that, if conducted by CubeSmart directly, could result in the receipt of non-qualified income or the ownership of non-qualified assets or the imposition of the 100% tax on income from prohibited transactions. See description below under “Requirements for Qualification – Gross Income Tests - Prohibited Transactions.” For taxable years beginning after December 31, 2017, taxpayers are subject to a limitation on their ability to deduct net business interest generally equal to 30% of adjusted taxable income, subject to certain exceptions. This provision may limit the ability of our taxable REIT subsidiaries to deduct interest, which could increase their taxable income.

Gross Income Tests.  CubeSmart must satisfy two gross income tests annually to maintain its qualification as a REIT. First, at least 75% of its gross income for each taxable year must consist of defined types of income that CubeSmart derives, directly or indirectly, from investments relating to real property or mortgages on real property or qualified temporary investment income. Qualifying income for purposes of that 75% gross income test generally includes:

· rents from real property;

· interest on debt secured by mortgages on real property or on interests in real property (including certain types of mortgage-backed securities);

· for taxable years beginning after December 31, 2015, interest on mortgage loans secured by both real and personal property if the fair market value of such personal property does not exceed 15% of the total fair market value of all property securing the loans;

· dividends or other distributions on, and gain from the sale of, shares in other REITs (excluding dividends from its taxable REIT subsidiaries);

· gain from the sale of real estate assets (other than gain from property held primarily for sale to customers), except, effective for taxable years beginning after December 31, 2015, for gain from a nonqualified publicly offered REIT debt instrument (as defined below);

· income and gain derived from foreclosure property; and

· income derived from the temporary investment of new capital that is attributable to the issuance of CubeSmart’s shares of beneficial interest or a public offering of its debt with a maturity date of at least five years and that CubeSmart receives during the one-year period beginning on the date on which it receives such new capital.

Second, in general, at least 95% of CubeSmart’s gross income for each taxable year must consist of income that is qualifying income for purposes of the 75% gross income test, other types of interest and dividends (including dividends from its taxable REIT subsidiaries), gain from the sale or disposition of stock or securities, or any combination of these.

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Gross income from the sale of property that CubeSmart holds primarily for sale to customers in the ordinary course of business is excluded from both the numerator and the denominator in both income tests. See “Prohibited Transactions.” In addition, certain gains from hedging transactions and certain foreign currency gains will be excluded from both the numerator and the denominator for purposes of one or both of the income tests. See “Hedging Transactions” and “Foreign Currency Gain.”

Rents from Real Property. Rent that CubeSmart receives from its real property will qualify as “rents from real property,” which is qualifying income for purposes of the 75% and 95% gross income tests, only if the following conditions are met:

First, the rent must not be based in whole or in part on the income or profits of any person. Participating rent, however, will qualify as “rents from real property” if it is based on percentages of receipts or sales and the percentages are fixed at the time the leases are entered into, are not renegotiated during the term of the leases in a manner that has the effect of basing percentage rent on income or profits, and conform with normal business practice.

Second, CubeSmart must not own, actually or constructively, 10% or more of the stock of any corporate tenant or the assets or net profits of any tenant, referred to as a related party tenant, other than a taxable REIT subsidiary. The constructive ownership rules generally provide that, if 10% or more in value of its shares is owned, directly or indirectly, by or for any person, CubeSmart is considered as owning the stock owned, directly or indirectly, by or for such person. CubeSmart does not own any stock or any assets or net profits of any tenant directly. However, because the constructive ownership rules are broad and it is not possible to monitor continually direct and indirect transfers of its shares, no absolute assurance can be given that such transfers or other events of which CubeSmart has no knowledge will not cause CubeSmart to own constructively 10% or more of a tenant (or a subtenant, in which case only rent attributable to the subtenant is disqualified) other than a taxable REIT subsidiary at some future date.

Under an exception to the related-party tenant rule described in the preceding paragraph, rent that CubeSmart receives from a taxable REIT subsidiary will qualify as “rents from real property” as long as (1) at least 90% of the leased space in the property is leased to persons other than taxable REIT subsidiaries and related-party tenants, and (2) the amount paid by the taxable REIT subsidiary to rent space at the property is substantially comparable to rents paid by other tenants of the property for comparable space. The “substantially comparable” requirement must be satisfied when the lease is entered into, when it is extended, and when the lease is modified, if the modification increases the rent paid by the taxable REIT subsidiary. If the requirement that at least 90% of the leased space in the related property is rented to unrelated tenants is met when a lease is entered into, extended, or modified, such requirement will continue to be met as long as there is no increase in the space leased to any taxable REIT subsidiary or related party tenant. Any increased rent attributable to a modification of a lease with a taxable REIT subsidiary in which CubeSmart owns directly or indirectly more than 50% of the voting power or value of the stock (a “controlled taxable REIT subsidiary”) will not be treated as “rents from real property.”

Third, the rent attributable to the personal property leased in connection with a lease of real property must not be greater than 15% of the total rent received under the lease. The rent attributable to personal property under a lease is the amount that bears the same ratio to total rent under the lease for the taxable year as the average of the fair market values of the leased personal property at the beginning and at the end of the taxable year bears to the average of the aggregate fair market values of both the real and personal property covered by the lease at the beginning and at the end of such taxable year (the “personal property ratio”). With respect to each of its leases, CubeSmart believes that the personal property ratio generally is less than 15%. Where that is not, or may in the future not be, the case, CubeSmart believes that any income attributable to personal property will not jeopardize its ability to qualify as a REIT. There can be no assurance, however, that the IRS would not challenge CubeSmart’s calculation of a personal property ratio, or that a court would not uphold such assertion. If such a challenge were successfully asserted, CubeSmart could fail to satisfy the 75% or 95% gross income test and thus lose its REIT status.

Fourth, CubeSmart cannot furnish or render non-customary services to the tenants of its properties, or manage or operate its properties, other than through an independent contractor who is adequately compensated and from whom CubeSmart does not derive or receive any income. However, CubeSmart need not provide services through an “independent contractor,” but instead may provide services directly to its tenants, if the services are “usually or customarily rendered” in connection with the rental of space for occupancy only and are not considered to be provided for the tenants’ convenience. In addition, CubeSmart may provide a minimal amount of “non-customary” services to the

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tenants of a property, other than through an independent contractor, as long as its income from the services does not exceed 1% of its income from the related property.

Finally, CubeSmart may own up to 100% of the stock of one or more taxable REIT subsidiaries, which may provide non-customary services to CubeSmart’s tenants without tainting CubeSmart’s rents from the related properties. CubeSmart has not performed, and does not intend to perform, any services other than customary ones for its tenants, other than services provided through independent contractors or taxable REIT subsidiaries.

Tenants may be required to pay, in addition to base rent, reimbursements for certain amounts CubeSmart is obligated to pay to third parties (such as a lessee’s proportionate share of a property’s operational or capital expenses), penalties for nonpayment or late payment of rent or additions to rent. These and other similar payments should qualify as “rents from real property.” To the extent they do not, they should be treated as interest that qualifies for the 95% gross income test.

If a portion of the rent CubeSmart receives from a property does not qualify as “rents from real property” because the rent attributable to personal property exceeds 15% of the total rent for a taxable year, the portion of the rent attributable to personal property will not be qualifying income for purposes of either the 75% or 95% gross income test. Thus, if rent attributable to personal property, plus any other income that is nonqualifying income for purposes of the 95% gross income test, during a taxable year exceeds 5% of its gross income during the year, CubeSmart would lose its REIT status, unless CubeSmart qualified for certain statutory relief provisions. By contrast, in the following circumstances, none of the rent from a lease of property would qualify as “rents from real property”: (1) the rent is considered based on the income or profits of the tenant; (2) the lessee is a related party tenant or fails to qualify for the exception to the related-party tenant rule for qualifying taxable REIT subsidiaries; or (3) CubeSmart furnishes non-customary services to the tenants of the property, or manages or operates the property, other than through a qualifying independent contractor or a taxable REIT subsidiary. In any of these circumstances, CubeSmart could lose its REIT status, unless CubeSmart qualified for certain statutory relief provisions, because it would be unable to satisfy either the 75% or 95% gross income test.

Interest. The term “interest” generally does not include any amount received or accrued, directly or indirectly, if the determination of the amount depends in whole or in part on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term “interest” solely because it is based on a fixed percentage or percentages of receipts or sales. Furthermore, to the extent that interest from a loan that is based on the profit or net cash proceeds from the sale of the property securing the loan constitutes a “shared appreciation provision,” income attributable to such participation feature will be treated as gain from the sale of the secured property.

Prohibited Transactions. A REIT will incur a 100% tax on the net income derived from any sale or other disposition of property, other than foreclosure property, that the REIT holds primarily for sale to customers in the ordinary course of a trade or business. Whether a REIT holds an asset “primarily for sale to customers in the ordinary course of a trade or business” depends, however, on the facts and circumstances in effect from time to time, including those related to a particular asset. A safe harbor to the characterization of the sale of property by a REIT as a prohibited transaction and the 100% prohibited transaction tax is available if the following requirements are met:

· the REIT has held the property for not less than two years;

· the aggregate expenditures made by the REIT, or any partner of the REIT, during the four-year period preceding the date of the sale that are includable in the basis of the property do not exceed 30% of the selling price of the property;

· either (1) during the year in question, the REIT did not make more than seven sales of property other than foreclosure property or sales to which Section 1033 of the Code applied, (2) the aggregate adjusted bases of all such properties sold by the REIT during the year did not exceed 10% of the aggregate bases of all of the assets of the REIT at the beginning of the year, (3) the aggregate fair market value of all such properties sold by the REIT during the year did not exceed 10% of the aggregate fair market value of all of the assets of the REIT at the beginning of the year, (4) (i) for taxable years beginning after December 31, 2015, the aggregate adjusted bases of all such properties sold by the REIT during the year did not exceed 20% of the aggregate bases of all of the assets of the REIT at the beginning of the year and (ii) the average annual percentage of such properties sold by the REIT compared to all the REIT’s assets (measured by adjusted tax bases) in the current and two prior

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years did not exceed 10%, or (5) (i) the aggregate fair market value of all such properties sold by the REIT during the year did not exceed 20% of the aggregate fair market value of all assets of the REIT at the beginning of the year and (ii) the average annual percentage of such properties sold by the REIT compared to all the REIT’s assets (measured by fair market value) in the current and two prior years did not exceed 10%;

· in the case of property not acquired through foreclosure or lease termination, the REIT has held the property for at least two years for the production of rental income; and

· if the REIT has made more than seven sales of non-foreclosure property during the taxable year, substantially all of the marketing and development expenditures with respect to the property were made through an independent contractor (or, for taxable years beginning after December 31, 2015, a taxable REIT subsidiary)  from whom the REIT derives no income.

CubeSmart intends to hold properties for investment with a view to long-term appreciation, to engage in the business of acquiring, developing, owning and operating properties, and to make occasional sales of properties as are consistent with its investment objective. CubeSmart cannot assure you, however, that it can comply with the safe-harbor provisions that would prevent the imposition of the 100% tax or that it will avoid owning property that may be characterized as property held “primarily for sale to customers in the ordinary course of a trade or business.” The 100% tax does not apply to gains from the sale of property that is held through a taxable REIT subsidiary or other taxable corporation, although such income will be subject to tax in the hands of that corporation at regular corporate tax rates. CubeSmart may, therefore, form or acquire a taxable REIT subsidiary to hold and dispose of those properties it concludes may not fall within the safe-harbor provisions.

Foreclosure Property. CubeSmart will be subject to tax at the maximum corporate rate (35% for tax years beginning on or before December 31, 2017 and 21% for tax years beginning after that date) on any net income from foreclosure property, other than income that otherwise would be qualifying income for purposes of the 75% gross income test. “Foreclosure property” is any real property, including interests in real property, and any personal property incident to such real property:

· that is acquired by a REIT as the result of the REIT having bid on such property at foreclosure, or having otherwise reduced such property to ownership or possession by agreement or process of law, after there was a default or default was imminent on a lease of such property or on indebtedness that such property secured;

· for which the related loan or leased property was acquired by the REIT at a time when the default was not imminent or anticipated; and

· for which the REIT makes a proper election to treat the property as foreclosure property.

A REIT will not be considered to have foreclosed on a property where the REIT takes control of the property as a mortgagee-in-possession and cannot receive any profit or sustain any loss except as a creditor of the mortgagor. Property generally ceases to be foreclosure property at the end of the third taxable year following the taxable year in which the REIT acquired the property (or longer if an extension is granted by the Secretary of the Treasury). This period (as extended, if applicable) terminates, and foreclosure property ceases to be foreclosure property, on the first day:

· on which a lease is entered into for the property that, by its terms, will give rise to income that does not qualify for purposes of the 75% gross income test, or any amount is received or accrued, directly or indirectly, pursuant to a lease entered into on or after such day that will give rise to income that does not qualify for purposes of the 75% gross income test;

· on which any construction takes place on the property, other than completion of a building or, any other improvement, where more than 10% of the construction was completed before default became imminent; or

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· which is more than 90 days after the day on which the REIT acquired the property and the property is used in a trade or business which is conducted by the REIT, other than through an independent contractor from whom the REIT itself does not derive or receive any income.

Any gain from the sale of property for which a foreclosure property election has been made will not be subject to the 100% tax on gains from prohibited transactions described above, even if the property is held primarily for sale to customers in the ordinary course of a trade or business. Income and gain from foreclosure property are qualifying income for the 75% and 95% gross income tests.

Hedging Transactions. From time to time, CubeSmart enters into hedging transactions with respect to its assets or liabilities. CubeSmart’s hedging activities may include entering into interest rate swaps, caps, and floors, options to purchase such items, and futures and forward contracts. Income and gain from “hedging transactions” will be excluded from gross income for purposes of both the 75% and 95% gross income tests. A “hedging transaction” means either (1) any transaction entered into in the normal course of its trade or business primarily to manage the risk of interest rate, price changes, or currency fluctuations with respect to borrowings made or to be made, or ordinary obligations incurred or to be incurred, to acquire or carry real estate assets or (2) any transaction entered into primarily to manage the risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income test (or any property which generates such income or gain). CubeSmart will be required to clearly identify any such hedging transaction before the close of the day on which it was acquired, originated, or entered into and to satisfy other identification requirements. No assurance can be given that its hedging activities will not give rise to income that does not qualify for purposes of either or both of the gross income tests, and will not adversely affect CubeSmart’s ability to satisfy the REIT qualification requirements.

Effective for taxable years beginning after December 31, 2015, if CubeSmart has entered into a hedging transaction described in (1) or (2), and a portion of the hedged indebtedness or property is extinguished or disposed of and, in connection with such extinguishment or disposition, CubeSmart enters into a new clearly identified hedging transaction (a “New Hedge”), income from the applicable hedge and income from the New Hedge (including gain from the disposition of such New Hedge) will not be treated as gross income for purposes of the 95% and 75% gross income tests.

Foreign Currency Gain. Certain foreign currency gains will be excluded from gross income for purposes of one or both of the gross income tests. “Real estate foreign exchange gain” will be excluded from gross income for purposes of the 75% gross income test. Real estate foreign exchange gain generally includes foreign currency gain attributable to any item of income or gain that is qualifying income for purposes of the 75% gross income test, foreign currency gain attributable to the acquisition or ownership of (or becoming or being the obligor under) obligations secured by mortgages on real property or on interests in real property and certain foreign currency gain attributable to certain “qualified business units” of a REIT. “Passive foreign exchange gain” will be excluded from gross income for purposes of the 95% gross income test. Passive foreign exchange gain generally includes real estate foreign exchange gain as described above, and also includes foreign currency gain attributable to any item of income or gain that is qualifying income for purposes of the 95% gross income test and foreign currency gain attributable to the acquisition or ownership of (or becoming or being the obligor under) debt obligations. Because passive foreign exchange gain includes real estate foreign exchange gain, real estate foreign exchange gain is excluded from gross income for purposes of both the 75% and 95% gross income test. These exclusions for real estate foreign exchange gain and passive foreign exchange gain do not apply to foreign currency gain derived from dealing, or engaging in substantial and regular trading, in securities. Such gain is treated as nonqualifying income for purposes of both the 75% and 95% gross income tests.

Failure to Satisfy Gross Income Tests. If CubeSmart fails to satisfy one or both of the gross income tests for any taxable year, CubeSmart nevertheless may qualify as a REIT for that year if it qualifies for relief under certain provisions of the U.S. federal income tax laws. Those relief provisions will be available if:

· CubeSmart’s failure to meet those tests is due to reasonable cause and not to willful neglect; and

· following such failure for any taxable year, a schedule of the sources of its income is filed with the IRS in accordance with regulations prescribed by the Secretary of the Treasury.

CubeSmart cannot predict, however, whether any failure to meet these tests will qualify for the relief provisions. As discussed above in “Taxation of CubeSmart as a REIT,” even if the relief provisions apply, CubeSmart

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would incur a 100% tax on the gross income attributable to the greater of (1) the amount by which it fails the 75% gross income test, or (2) the excess of 95% of its gross income over the amount of gross income qualifying under the 95% gross income test, multiplied, in either case, by a fraction intended to reflect its profitability.

Asset Tests. To maintain its qualification as a REIT, CubeSmart also must satisfy the following asset tests at the end of each quarter of each taxable year.

First, at least 75% of the value of CubeSmart’s total assets must consist of:

· cash or cash items, including certain receivables;

· government securities;

· interests in real property, including leaseholds and options to acquire real property and leaseholds;

· effective for taxable years beginning after December 31, 2015:  (i) personal property leased in connection with real property to the extent that the rents from personal property are treated as “rent from real property” for purposes of the 75% income test, and (ii) debt instruments issued by publicly offered REITs;

· interests in mortgages on real property (including certain mortgage-backed securities) and, for taxable years beginning after December 31, 2015, interests in mortgage loans secured by both real and personal property if the fair market value of such personal property does not exceed 15% of the total fair market value of all property securing the loans;

· stock in other REITs; and

· investments in stock or debt instruments during the one year period following its receipt of new capital that CubeSmart raises through equity offerings or public offerings of debt with at least a five year term.

Second, of CubeSmart’s investments not included in the 75% asset class, the value of its interest in any one issuer’s securities may not exceed 5% of the value of its total assets, or the “5% asset test.”

Third, of CubeSmart’s investments not included in the 75% asset class, CubeSmart may not own more than 10% of the voting power or value of any one issuer’s outstanding securities, or the “10% vote test” and “10% value test,” respectively.

Fourth, not more than 25% (20% for taxable years beginning after December 31, 2017) of the value of CubeSmart’s assets may be represented by securities of one or more taxable REIT subsidiaries.

Fifth, effective for taxable years beginning after December 31, 2015, not more than 25% of the value of CubeSmart’s total assets may be represented by “nonqualified publicly offered REIT debt instruments.” “Nonqualified publicly offered REIT debt instruments” are debt instruments issued by publicly offered REITs that are not secured by a mortgage on real property.

For purposes of the 5% asset test, the 10% vote test and 10% value test, the term “securities” does not include stock in another REIT, equity or debt securities of a qualified REIT subsidiary or taxable REIT subsidiary, mortgage loans that constitute real estate assets, or equity interests in a partnership. The term “securities,” however, generally includes debt securities issued by a partnership or another REIT, except that for purposes of the 10% value test, the term “securities” does not include:

· Any “straight debt” security, which is defined as a written unconditional promise to pay on demand or on a specified date a sum certain in money if (i) the debt is not convertible, directly or indirectly, into stock, and (ii) the interest rate and interest payment dates are not contingent on profits, the borrower’s discretion, or similar factors. “Straight debt” securities do not include any securities issued by a partnership or a corporation in which CubeSmart or any controlled taxable REIT subsidiary hold non-”straight debt” securities that have an aggregate value of more than 1% of the issuer’s outstanding

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securities. However, “straight debt” securities include debt subject to the following contingencies: (1) a contingency relating to the time of payment of interest or principal, as long as either (i) there is no change to the effective yield of the debt obligation, other than a change to the annual yield that does not exceed the greater of 0.25% or 5% of the annual yield, or (ii) neither the aggregate issue price nor the aggregate face amount of the issuer’s debt obligations held by CubeSmart exceeds $1 million and no more than 12 months of unaccrued interest on the debt obligations can be required to be prepaid; and (2) a contingency relating to the time or amount of payment upon a default or prepayment of a debt obligation, as long as the contingency is consistent with customary commercial practice.

· Any loan to an individual or an estate.

· Any “section 467 rental agreement,” other than an agreement with a related party tenant.

· Any obligation to pay “rents from real property.”

· Certain securities issued by governmental entities.

· Any security issued by a REIT.

· Any debt instrument issued by an entity treated as a partnership for U.S. federal income tax purposes in which CubeSmart is a partner to the extent of CubeSmart’s proportionate interest in the debt and equity securities of the partnership.

· Any debt instrument issued by an entity treated as a partnership for U.S. federal income tax purposes not described in the preceding bullet points if at least 75% of the partnership’s gross income, excluding income from prohibited transactions, is qualifying income for purposes of the 75% gross income test described above in “Requirements for Qualification — Gross Income Tests.”

For purposes of the 10% value test, its proportionate share of the assets of a partnership is its proportionate interest in any securities issued by the partnership, without regard to the securities described in the last two bullet points above.

Failure to Satisfy Asset Tests. CubeSmart will monitor the status of its assets for purposes of the various asset tests and will manage its portfolio in order to comply at all times with such tests. If CubeSmart fails to satisfy the asset tests at the end of a calendar quarter, it would not lose its REIT status if:

· CubeSmart satisfied the asset tests at the end of the preceding calendar quarter; and

· the discrepancy between the value of its assets and the asset test requirements arose from changes in the market values of its assets and was not wholly or partly caused by the acquisition of one or more non-qualifying assets.

If the failure to satisfy the asset tests results from an acquisition of securities or other property during a quarter, the failure can be cured by disposition of sufficient nonqualifying assets within 30 days after the close of that quarter. CubeSmart intends to maintain adequate records of the value of its assets to ensure compliance with the asset tests, and to take such other action within 30 days after the close of any quarter as may be required to cure any noncompliance. However, there can be no assurance that such other action will always be successful. If CubeSmart fails to cure any noncompliance with the asset tests within such time period, its status as a REIT would be lost.

In the event that, at the end of any calendar quarter, CubeSmart violates the 5% asset test, the 10% vote test or the 10% value test described above, CubeSmart will not lose its REIT status if (i) the failure is de minimis (up to the lesser of 1% of its assets or $10 million) and (ii) CubeSmart disposes of assets or otherwise complies with the asset tests within six months after the last day of the quarter in which it identifies such failure. In the event the failure to meet the asset test is more than de minimis, CubeSmart will not lose its REIT status if (i) the failure was due to reasonable cause and not to willful neglect, (ii) CubeSmart files a description of each asset causing the failure with the IRS, (iii) CubeSmart disposes of assets or otherwise complies with the asset tests within six months after the last day of the quarter in which CubeSmart identifies the failure, and (iv) CubeSmart pays a tax equal to the greater of $50,000 or 35%

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(for tax years beginning on or before December 31, 2017 and 21% for tax years beginning after that date) of the net income from the nonqualifying assets during the period in which it failed to satisfy the asset tests.

Annual Distribution Requirements. Each taxable year, CubeSmart must distribute dividends, other than capital gain dividends and deemed distributions of retained capital gain, to its shareholders in an aggregate amount not less than the sum of

· 90% of its “REIT taxable income,” computed without regard to the dividends paid deduction and its net capital gain or loss, and

· 90% of its after-tax net income, if any, from foreclosure property, minus

· the sum of certain items of non-cash income.

            For taxable years beginning after December 31, 2017, CubeSmart’s deduction for net business interest expense will generally be limited to 30% of its taxable income, as adjusted for certain items of income, gain, deduction or loss. Any business interest deduction that is disallowed due to this limitation may be carried forward to future taxable years. If CubeSmart is subject to this interest expense limitation, its REIT taxable income for a taxable year may be increased. Taxpayers that conduct certain real estate businesses may elect not to have this interest expense limitation apply to them, provided that they use an alternative depreciation system to depreciate certain property. CubeSmart may be eligible to make this election. If CubeSmart makes this election, although it would not be subject to the interest expense limitation described above, its depreciation deductions may be reduced and, as a result, its REIT taxable income for a taxable year may be increased.

Generally, CubeSmart must pay such distributions in the taxable year to which they relate, or in the following taxable year if either (a) CubeSmart declares the distribution before it timely files its U.S. federal income tax return for the year and pays the distribution on or before the first regular dividend payment date after such declaration or (b) CubeSmart declares the distribution in October, November, or December of the taxable year, payable to shareholders of record on a specified day in any such month, and CubeSmart actually pays the dividend before the end of January of the following year. In both instances, these distributions relate to its prior taxable year for purposes of the 90% distribution requirement.

In order for distributions to be counted towards CubeSmart’s distribution requirement, and to provide a tax deduction to CubeSmart, for taxable years ending on or before December 31, 2014, they must not be “preferential dividends.” A dividend is not a preferential dividend if it is pro rata among all outstanding shares within a particular class, and is in accordance with the preferences among the different classes of shares as set forth in CubeSmart’s organizational documents. For all subsequent taxable years, so long as CubeSmart continues to be a “publicly offered REIT,” the preferential dividend rule will not apply.

To the extent that CubeSmart distributes at least 90%, but less than 100%, of its net taxable income, CubeSmart will be subject to tax at ordinary corporate tax rates on the retained portion. In addition, CubeSmart may elect to retain, rather than distribute, its net long-term capital gains and pay tax on such gains. In this case, CubeSmart would elect to have its shareholders include their proportionate share of such undistributed long-term capital gains in their income and receive a corresponding credit for their proportionate share of the tax paid by us. CubeSmart’s shareholders would then increase their adjusted basis in their CubeSmart shares by the difference between the amount included in their long-term capital gains and the tax deemed paid with respect to their shares.

If CubeSmart fails to distribute during a calendar year, or by the end of January of the following calendar year in the case of distributions with declaration and record dates falling in the last three months of the calendar year, at least the sum of:

· 85% of its REIT ordinary income for the year,

· 95% of its REIT capital gain income for the year, and

· any undistributed taxable income from prior periods, CubeSmart will incur a 4% nondeductible excise tax on the excess of such required distribution over the amounts CubeSmart actually distributed. In

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calculating the required distribution for taxable years beginning after December 31, 2015, the amount that CubeSmart is treated as having distributed is not reduced by any amounts not allowable in computing its taxable income for the taxable year and which were not allowable in computing its taxable income for any prior years. If CubeSmart so elects, it will be treated as having distributed any such retained amount for purposes of the 4% nondeductible excise tax described above.

It is possible that, from time to time, CubeSmart may experience timing differences between the actual receipt of income and actual payment of deductible expenses and the inclusion of that income and deduction of such expenses in arriving at its REIT taxable income. For example, because CubeSmart may deduct capital losses only to the extent of its capital gains, its REIT taxable income may exceed its economic income. Further, it is possible that, from time to time, CubeSmart may be allocated a share of net capital gain from a partnership in which CubeSmart owns an interest attributable to the sale of depreciated property that exceeds its allocable share of cash attributable to that sale. Although several types of non-cash income are excluded in determining the annual distribution requirement, CubeSmart will incur corporate income tax and the 4% nondeductible excise tax with respect to those non-cash income items if CubeSmart does not distribute those items on a current basis. As a result of the foregoing, CubeSmart may have less cash than is necessary to distribute all of its taxable income and thereby avoid corporate income tax and the 4% nondeductible excise tax imposed on certain undistributed income. In such a situation, CubeSmart may issue additional common or preferred shares, CubeSmart may borrow or may cause the Operating Partnership to arrange for short-term or possibly long-term borrowing to permit the payment of required distributions, or CubeSmart may pay dividends in the form of taxable in-kind distributions of property, including potentially, its shares.

Under certain circumstances, CubeSmart may be able to correct a failure to meet the distribution requirement for a year by paying “deficiency dividends” to its shareholders in a later year. CubeSmart may include such deficiency dividends in its deduction for dividends paid for the earlier year. Although CubeSmart may be able to avoid income tax on amounts distributed as deficiency dividends, CubeSmart will be required to pay interest to the IRS based upon the amount of any deduction it takes for deficiency dividends.

Failure to Qualify

If CubeSmart were to fail to qualify as a REIT in any taxable year and no relief provision applied, CubeSmart would have the following consequences: CubeSmart would be subject to U.S. federal income tax and, for tax years beginning before January 1, 2018, any applicable alternative minimum tax at regular corporate rates applicable to regular C corporations on its taxable income, determined without reduction for amounts distributed to shareholders. CubeSmart would not be required to make any distributions to shareholders. Unless CubeSmart qualified for relief under specific statutory provisions, it would not be permitted to elect taxation as a REIT for the four taxable years following the year during which CubeSmart ceased to qualify as a REIT.

If CubeSmart fails to satisfy one or more requirements for REIT qualification, other than the gross income tests and the asset tests, CubeSmart could avoid disqualification if its failure is due to reasonable cause and not to willful neglect and CubeSmart pays a penalty of $50,000 for each such failure. In addition, there are relief provisions for a failure of the gross income tests and asset tests, as described in “Requirements for Qualification — Gross Income Tests” and “Requirements for Qualification — Asset Tests.” It is not possible to state whether in all circumstances CubeSmart would be entitled to such statutory relief.

State and Local Taxes

We may be subject to taxation by various states and localities, including those in which we transact business or own property. The state and local tax treatment in such jurisdictions may differ from the U.S. federal income tax treatment described above.

Tax Aspects of Investments in the Operating Partnership and Subsidiary Partnerships

The following discussion summarizes certain U.S. federal income tax considerations applicable to CubeSmart’s direct or indirect investment in its Operating Partnership and any subsidiary partnerships or limited liability companies we form or acquire that are treated as partnerships for U.S. federal income tax purposes, each individually referred to as a “Partnership” and, collectively, as “Partnerships” below. The following discussion does not address state or local tax laws or any federal tax laws other than income tax laws.

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Classification as Partnerships. CubeSmart is required to include in its income its distributive share of each Partnership’s income and to deduct its distributive share of each Partnership’s losses but only if such Partnership is classified for U.S. federal income tax purposes as a partnership (or an entity that is disregarded for U.S. federal income tax purposes if the entity has only one owner or member), rather than as a corporation or an association taxable as a corporation.

An organization with at least two owners or members will be classified as a partnership, rather than as a corporation, for U.S. federal income tax purposes if it:

· is treated as a partnership under the Treasury regulations relating to entity classification (the “check-the-box regulations”); and

· is not a “publicly traded partnership.”

Under the check-the-box regulations, an unincorporated domestic entity with at least two owners or members may elect to be classified either as an association taxable as a corporation or as a partnership. If such an entity does not make an election, it generally will be treated as a partnership for U.S. federal income tax purposes. We intend that each Partnership will be classified as a partnership for U.S. federal income tax purposes (or else a disregarded entity where there are not at least two separate beneficial owners).

A publicly traded partnership is a partnership whose interests are traded on an established securities market or are readily tradable on a secondary market (or a substantial equivalent). A publicly traded partnership is generally treated as a corporation for U.S. federal income tax purposes, but will not be so treated if, for each taxable year beginning after December 31, 1987 in which it was classified as a publicly traded partnership, at least 90% of the partnership’s gross income consisted of specified passive income, including real property rents (which includes rents that would be qualifying income for purposes of the 75% gross income test, with certain modifications that make it easier for the rents to qualify for the 90% passive income exception), gains from the sale or other disposition of real property, interest, and dividends (the “90% passive income exception”).

Treasury regulations provide limited safe harbors from treatment as a publicly traded partnership. Pursuant to one of those safe harbors (the “private placement exclusion”), interests in a partnership will not be treated as readily tradable on a secondary market or the substantial equivalent thereof if (1) all interests in the partnership were issued in a transaction or transactions that were not required to be registered under the Securities Act of 1933, as amended, and (2) the partnership does not have more than 100 partners at any time during the partnership’s taxable year. For the determination of the number of partners in a partnership, a person owning an interest in a partnership, grantor trust, or S corporation that owns an interest in the partnership is treated as a partner in the partnership only if (1) substantially all of the value of the owner’s interest in the entity is attributable to the entity’s direct or indirect interest in the partnership and (2) a principal purpose of the use of the entity is to permit the partnership to satisfy the 100-partner limitation. CubeSmart believes that each Partnership should qualify for the private placement exclusion.

We have not requested, and do not intend to request, a ruling from the IRS that the Partnerships will be classified as partnerships (or disregarded entities, if the entity has only one owner or member) for U.S. federal income tax purposes. If for any reason a Partnership were taxable as a corporation, rather than as a partnership, for U.S. federal income tax purposes, CubeSmart may not be able to qualify as a REIT, unless it qualifies for certain relief provisions. See “Requirements for Qualification — Gross Income Tests” and “Requirements for Qualification — Asset Tests.” In addition, any change in a Partnership’s status for tax purposes might be treated as a taxable event, in which case CubeSmart might incur tax liability without any related cash distribution. See “Requirements for Qualification — Annual Distribution Requirements.” Further, items of income and deduction of such Partnership would not pass through to its partners, and its partners would be treated as shareholders for tax purposes. Consequently, such Partnership would be required to pay income tax at corporate rates on its net income, and distributions to its partners would constitute dividends that would not be deductible in computing such Partnership’s taxable income.

Partners, Not the Partnerships, Subject to Tax. A partnership is not a taxable entity for U.S. federal income tax purposes, except that, for tax years beginning after December 31, 2017, a partnership is liable for paying tax assessed pursuant to an audit adjustment unless the partnership elects to “push out” such audit adjustments to its partners. 

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CubeSmart will therefore take into account its allocable share of each Partnership’s income, gains, losses, deductions, and credits for each taxable year of the Partnerships ending with or within CubeSmart’s taxable year, even if CubeSmart receives no distribution from the Partnerships for that year or a distribution less than CubeSmart’s share of taxable income. Similarly, even if CubeSmart receives a distribution, CubeSmart may not be taxed on such distribution if the distribution does not exceed its adjusted tax basis in its interest in the distributing Partnership.

Among the deductions that would flow to CubeSmart are the interest deductions of the Operating Partnership and its subsidiary Partnerships.  The TCJA limits a taxpayer’s net interest expense deduction to 30% of the sum of adjusted taxable income, business interest, and certain other amounts. Adjusted taxable income does not include items of income or expense not allocable to a trade or business, business interest or expense, the new deduction for qualified business income, NOLs, and for years prior to 2022, deductions for depreciation, amortization, or depletion. For partnerships, the interest deduction limitation is applied at the partnership level, subject to certain adjustments to the partners for unused deduction limitation at the partnership level.

The TCJA allows a real property trade or business to elect out of this interest limitation so long as it uses a 40-year recovery period for nonresidential real property, a 30-year recovery period for residential rental property, and a 20-year recovery period for related improvements. Disallowed interest expense is carried forward indefinitely (subject to special rules for partnerships). The interest deduction limitation applies to taxable years beginning after December 31, 2017.

For taxpayers that do not use the TCJA’s real property trade or business exception to the business interest deduction limitations, the TCJA maintains the current 39-year and 27.5-year straight line recovery periods for nonresidential real property and residential rental property, respectively, and provides that tenant improvements for such taxpayers are subject to a general 15-year recovery period. Also, the TCJA temporarily allows 100% expensing of certain new or used tangible property through 2022, phasing out at 20% for each following year (with an election available for 50% expensing of such property if placed in service during the first taxable year ending after September 27, 2017). The changes apply, generally, to property acquired after September 27, 2017 and placed in service after September 27, 2017.

Partnership Allocations. Although a partnership agreement generally will determine the allocation of income and losses among partners, allocations will be disregarded for tax purposes if they do not comply with the provisions of the U.S. federal income tax laws governing partnership allocations. If an allocation is not recognized for U.S. federal income tax purposes, the item subject to the allocation will be reallocated in accordance with the partners’ interests in the partnership, which will be determined by taking into account all of the facts and circumstances relating to the economic arrangement of the partners with respect to such item.

Tax Allocations With Respect to Contributed Properties. Income, gain, loss, and deduction attributable to (a) appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership or (b) property revalued on the books of a partnership must be allocated in a manner such that each of a contributing partner or the partners at the time of a book revaluation, as applicable, are charged with, or benefit from, respectively, the unrealized gain or unrealized loss associated with the property at the time of the contribution. The amount of such unrealized gain or unrealized loss, referred to as “built-in gain” or “built-in loss,” is generally equal to the difference between the fair market value of the contributed or revalued property at the time of contribution or revaluation and the adjusted tax basis of such property at that time, referred to as a book-tax difference. Such allocations are solely for U.S. federal income tax purposes and do not affect the book capital accounts or other economic or legal arrangements among the partners. The U.S. Treasury Department has issued regulations requiring partnerships to use a “reasonable method” for allocating items with respect to which there is a book-tax difference and outlining several reasonable allocation methods. Unless we, as general partner, select a different method, the Operating Partnership will use the traditional method for allocating items with respect to which there is a book-tax difference. Depending upon the method chosen, (1) CubeSmart’s tax depreciation deductions attributable to those properties may be lower than they would have been if the partnership had acquired those properties for cash and (2) in the event of a sale of such properties, CubeSmart could be allocated gain in excess of its corresponding economic or book gain. These allocations may cause CubeSmart to recognize taxable income in excess of cash proceeds received by us, which might adversely affect CubeSmart’s ability to comply with the REIT distribution requirements or result in CubeSmart’s shareholders recognizing additional dividend income without an increase in distributions.

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Depreciation.  Some assets in our Partnerships include appreciated property contributed by its partners. Assets contributed to a Partnership in a tax-free transaction generally retain the same depreciation method and recovery period as they had in the hands of the partner who contributed them to the partnership. Accordingly, the Partnership’s depreciation deductions for such contributed real property are based on the historic tax depreciation schedules for the properties prior to their contribution to the Operating Partnership.

Basis in Partnership Interest. CubeSmart’s adjusted tax basis in any partnership interest it owns generally will be:

· the amount of cash and the basis of any other property it contributes to the partnership;

· increased by its allocable share of the partnership’s income (including tax-exempt income) and its allocable share of indebtedness of the partnership; and

· reduced, but not below zero, by its allocable share of the partnership’s loss (excluding any non-deductible items), the amount of cash and the basis of property distributed to CubeSmart, and constructive distributions resulting from a reduction in its share of indebtedness of the partnership.

Loss allocated to CubeSmart in excess of its basis in a partnership interest will not be taken into account until CubeSmart again has basis sufficient to absorb the loss. A reduction of CubeSmart’s share of partnership indebtedness will be treated as a constructive cash distribution to CubeSmart, and will reduce its adjusted tax basis in the partnership. Distributions, including constructive distributions, in excess of the basis of CubeSmart’s partnership interest will constitute taxable income to CubeSmart. Such distributions and constructive distributions normally will be characterized as long-term capital gain.

Sale of a Partnership’s Property. Generally, any gain realized by a Partnership on the sale of property that is a capital asset held for more than one year will be long-term capital gain, except for any portion of the gain treated as depreciation or cost recovery recapture. Any gain or loss recognized by a Partnership on the disposition of contributed or revalued properties will be allocated first to the partners who contributed the properties or who were partners at the time of revaluation, to the extent of their built-in gain or loss on those properties for U.S. federal income tax purposes. The partners’ built-in gain or loss on contributed or revalued properties is the difference between the partners’ proportionate share of the book value of those properties and the partners’ tax basis allocable to those properties at the time of the contribution or revaluation. Any remaining gain or loss recognized by the Partnership on the disposition of contributed or revalued properties, and any gain or loss recognized by the Partnership on the disposition of other properties, will be allocated among the partners in accordance with their percentage interests in the Partnership.

CubeSmart’s share of any Partnership gain from the sale of inventory or other property held primarily for sale to customers in the ordinary course of the Partnership’s trade or business will be treated as income from a prohibited transaction subject to a 100% tax. Income from a prohibited transaction may have an adverse effect on CubeSmart’s ability to satisfy the gross income tests for REIT status. See “Requirements for Qualification — Gross Income Tests.” CubeSmart does not presently intend to acquire or hold, or to allow any Partnership to acquire or hold, any property that is likely to be treated as inventory or property held primarily for sale to customers in the ordinary course of CubeSmart’s, or the Partnership’s, trade or business.

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             Partnership Audit Rules. Congress recently revised the rules applicable to federal income tax audits of partnerships (such as the Operating Partnership) and the collection of any tax resulting from any such audits or other tax proceedings, generally for taxable years beginning after December 31, 2017. Under the new rules, a partnership itself may be liable for a tax computed by reference to the hypothetical increase in partner-level taxes (including interest and penalties) resulting from an adjustment of partnership tax items on audit, regardless of changes in the composition of the partners (or their relative ownership) between the year under audit and the year of the adjustment. The new rules also include an elective alternative method under which the additional taxes resulting from the adjustment are assessed against the affected partners, subject to a higher rate of interest than otherwise would apply. Questions remain as to how the new rules will apply, especially with respect to partners that are REITs (such as us), and it is not clear at this time what effect this new legislation will have on us. However, these changes could increase the U.S. federal income tax, interest, and/or penalties otherwise borne by us in the event of a federal income tax audit of the Operating Partnership or one of its subsidiary partnerships.

Taxation of Shareholders

Taxation of Taxable U.S. Shareholders

The term “U.S. shareholder” means a holder of CubeSmart common shares or preferred shares that, for U.S. federal income tax purposes, is:

· a citizen or individual resident of the United States;

· a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any of its states or the District of Columbia;

· an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

· any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person.

If a partnership, entity or arrangement treated as a partnership for U.S. federal income tax purposes holds CubeSmart common shares or preferred shares, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. If you are a partner in a partnership holding CubeSmart common shares or preferred shares, you should consult your tax advisor regarding the consequences of the ownership and disposition of CubeSmart common shares or preferred shares by the partnership.

Taxation of U.S. Shareholders on Distributions. As long as CubeSmart qualifies as a REIT, a taxable U.S. shareholder will be required to take into account as ordinary income distributions made out of CubeSmart’s current or accumulated earnings and profits that CubeSmart does not designate as capital gain dividends or retained long-term capital gain. However, for taxable years beginning after December 31, 2017 and before January 1, 2026, generally individual shareholders are allowed to deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations. A U.S. shareholder will not qualify for the dividends-received deduction generally available to corporations.

Dividends paid to a U.S. shareholder generally will not qualify for the preferential tax rate for “qualified dividend income” (currently, a 20% maximum rate,  also see the discussion below, “Taxation of Shareholders— Tax Rates Applicable to Individual Shareholders under the TCJA”). Qualified dividend income generally includes dividends paid by domestic C corporations and certain qualified foreign corporations to most noncorporate U.S. shareholders. Because a REIT is not generally subject to U.S. federal income tax on the portion of its REIT taxable income distributed to its shareholders, CubeSmart’s dividends generally will not be eligible for the preferential tax rate on qualified dividend income. As a result, CubeSmart’s ordinary REIT dividends will be taxed at the higher rate applicable to ordinary income. The highest marginal individual income tax rate on ordinary income is 39.6% for tax years beginning on or before December 31, 2017 and 37% for tax years beginning after that date (but see the discussion below “Taxation of Shareholders — Tax Rates Applicable to Individual Shareholders under the TCJA” regarding the sunset of the 37% rate). However, the preferential tax rate for qualified dividend income will apply to CubeSmart’s ordinary REIT dividends, if any, that are (i) attributable to dividends received by CubeSmart from non-REIT

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corporations, such as our taxable REIT subsidiaries, and (ii) attributable to income upon which CubeSmart has paid corporate income tax (e.g., to the extent that CubeSmart distributes less than 100% of CubeSmart’s taxable income). In general, to qualify for the preferential tax rate on qualified dividend income, a U.S. shareholder must hold CubeSmart common shares or preferred shares for more than 60 days during the 121-day period beginning on the date that is 60 days before the date on which the common shares or preferred shares become ex-dividend.

With respect to common shares, CubeSmart may distribute taxable dividends that are payable partly in cash and partly in CubeSmart common shares. Taxable U.S. shareholders receiving such dividends will be required to include the full amount of the dividends as ordinary income to the extent of CubeSmart’s current and accumulated earnings and profits. However, for taxable years beginning after December 31, 2017 and before January 1, 2026, generally individual shareholders are allowed to deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations. 

Any distribution CubeSmart declares in October, November, or December of any year that is payable to a U.S. shareholder of record on a specified date in any of those months will be treated as paid by CubeSmart and received by the U.S. shareholder on December 31 of the year, provided CubeSmart actually pays the distribution during January of the following calendar year.

Distributions to a U.S. shareholder which CubeSmart designates as capital gain dividends will generally be treated as long-term capital gain, without regard to the period for which the U.S. shareholder has held its common shares or preferred shares. In general, U.S. shareholders will be taxable on long-term capital gains at a current maximum rate of 20% (see the discussion below “Taxation of Shareholders—Tax Rates Applicable to Individual Shareholders under the TCJA”), except that the portion of such gain that is attributable to depreciation recapture will be taxable at the maximum rate of 25%.  A corporate U.S. shareholder, however, may be required to treat up to 20% of certain capital gain dividends as ordinary income.

Effective for distributions paid or treated as being paid in taxable years beginning after December 31, 2015, the aggregate amount of dividends that CubeSmart may designate as “capital gain dividends” or “qualified dividend income” with respect to any taxable year may not exceed the dividends paid by CubeSmart with respect to such taxable year, including dividends that are paid in the following taxable year and treated as having been paid with respect to such taxable year by being (1) declared before CubeSmart timely files its tax return for such taxable year and (2) paid with or before the first regular dividend payment after such declaration.

CubeSmart may elect to retain and pay income tax on the net long-term capital gain that CubeSmart receives in a taxable year. In that case, a U.S. shareholder would be taxed on its proportionate share of CubeSmart’s undistributed long-term capital gain. The U.S. shareholder would receive a credit or refund for its proportionate share of the tax CubeSmart paid. The U.S. shareholder would increase the basis in its common shares or preferred shares by the amount of its proportionate share of CubeSmart’s undistributed long-term capital gain, minus its share of the tax CubeSmart paid.

A U.S. shareholder will not incur tax on a distribution in excess of CubeSmart’s current and accumulated earnings and profits if the distribution does not exceed the adjusted basis of the U.S. shareholder’s common shares or preferred shares. Instead, the distribution will reduce the adjusted basis of the shares, and any amount in excess of both CubeSmart’s current and accumulated earnings and profits and the adjusted basis will be treated as capital gain, long-term capital gain if the shares have been held for more than one year, provided the shares are a capital asset in the hands of the U.S. shareholder.

Shareholders may not include in their individual income tax returns any of CubeSmart’s net operating losses or capital losses. Instead, these losses are generally carried over by CubeSmart for potential offset against CubeSmart’s future income (subject to certain limitation for net operating losses arising in tax years beginning after December 31, 2017). Taxable distributions from CubeSmart and gain from the disposition of common shares or preferred shares will not be treated as passive activity income; and, therefore, shareholders generally will not be able to apply any “passive activity losses,” such as losses from certain types of limited partnerships in which the shareholder is a limited partner, against such income. In addition, taxable distributions from CubeSmart and gain from the disposition of common shares or preferred shares generally will be treated as investment income for purposes of the investment interest limitations. Net capital gain from the disposition of our stock or capital gain dividends generally will be excluded from investment income unless the shareholder elects to have the gain taxed at ordinary income rates. CubeSmart will notify

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shareholders after the close of its taxable year as to the portions of the distributions attributable to that year that constitute ordinary income, return of capital, and capital gain.

Taxation of U.S. Shareholders on the Disposition of Common and Preferred Shares

In general, a U.S. shareholder who is not a dealer in securities must treat any gain or loss realized upon a taxable disposition of CubeSmart’s common or preferred shares as long-term capital gain or loss if the U.S. shareholder has held the shares for more than one year, and otherwise as short-term capital gain or loss. In general, a U.S. shareholder will realize gain or loss in an amount equal to the difference between the sum of the fair market value of any property and the amount of cash received in such disposition and the U.S. shareholder’s adjusted tax basis. A U.S. shareholder’s adjusted tax basis generally will equal the U.S. shareholder’s acquisition cost, increased by the excess of net capital gains deemed distributed to the U.S. shareholder less tax deemed paid by it and reduced by any returns of capital. However, a U.S. shareholder must treat any loss upon a sale or exchange of common or preferred shares held by such shareholder for six months or less as a long-term capital loss to the extent of capital gain dividends and any actual or deemed distributions from CubeSmart that such U.S. shareholder treats as long-term capital gain. All or a portion of any loss that a U.S. shareholder realizes upon a taxable disposition of common or preferred shares may be disallowed if the U.S. shareholder purchases other common shares or preferred shares within 30 days before or after the disposition.

If a U.S. shareholder recognizes a loss upon a subsequent disposition of CubeSmart shares in an amount that exceeds a prescribed threshold, it is possible that the provisions of Treasury regulations involving “reportable transactions” could apply, with a resulting requirement to separately disclose the loss generating transactions to the IRS. While these regulations are directed towards “tax shelters,” they are written broadly, and apply to transactions that would not typically be considered tax shelters. Significant penalties apply for failure to comply with these requirements. You should consult your tax advisor concerning any possible disclosure obligation with respect to the receipt or disposition of CubeSmart shares, or transactions that might be undertaken directly or indirectly by us. Moreover, you should be aware that CubeSmart and other participants in transactions involving CubeSmart (including our advisors) might be subject to disclosure or other requirements pursuant to these regulations.

The tax-rate differential between capital gain and ordinary income for non-corporate taxpayers may be significant. A taxpayer generally must hold a capital asset for more than one year for gain or loss derived from its sale or exchange to be treated as long-term capital gain or loss. The highest marginal individual income tax rate is currently 39.6% for tax years beginning on or before December 31, 2017 and 37% for tax years beginning after that date (but see the discussion below “Taxation of Shareholders—Tax Rates Applicable to Individual Shareholders under the TCJA” regarding the sunset of the 37% rate). The maximum tax rate on long-term capital gain applicable to U.S. shareholders taxed at individual rates is currently 20%. For additional information, see the discussion below “Taxation of Shareholders—Tax Rates Applicable to Individual Shareholders under the TCJA.” The maximum tax rate on long-term capital gain from the sale or exchange of “section 1250 property” (i.e., generally, depreciable real property) is 25% to the extent the gain would have been treated as ordinary income if the property were “section 1245 property” (i.e., generally, depreciable personal property). CubeSmart generally may designate whether a distribution CubeSmart designates as capital gain dividends (and any retained capital gain that CubeSmart is deemed to distribute) is taxable to non-corporate shareholders at the current20% or 25% rate. The characterization of income as capital gain or ordinary income may affect the deductibility of capital losses. A non-corporate taxpayer may deduct capital losses not offset by capital gains against its ordinary income only up to a maximum of $3,000 annually. A non-corporate taxpayer may carry unused capital losses forward indefinitely. A corporate taxpayer must pay tax on its net capital gain at corporate ordinary-income rates. A corporate taxpayer may deduct capital losses only to the extent of capital gains, with unused losses carried back three years and forward five years.

Redemption of Preferred Shares

Whenever we redeem any preferred shares, the treatment accorded to any redemption by us for cash (as distinguished from a sale, exchange or other disposition) of our preferred shares to a U.S. shareholder of such preferred shares can only be determined on the basis of the particular facts as to each holder at the time of redemption. In general, a U.S. shareholder of our preferred shares will recognize capital gain or loss measured by the difference between the amount received by the holder of such shares upon the redemption and such holder’s adjusted tax basis in the preferred shares redeemed (provided the preferred shares are held as a capital asset) if such redemption (i) results in a “complete termination” of the holder’s interest in all classes of our shares under Section 302(b)(3) of the Code, or (ii) is “not essentially equivalent to a dividend” with respect to the holder of the preferred shares under Section 302(b)(1) of the Code. In applying these tests, there must be taken into account not only the preferred shares being redeemed, but also

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such holder’s ownership of other classes and series of our shares and any options (including stock purchase rights) to acquire any of the foregoing. The U.S. shareholder of our preferred shares also must take into account any such securities (including options) which are considered to be owned by such holder by reason of the constructive ownership rules set forth in Sections 318 and 302(c) of the Code.

If the U.S. shareholder of preferred shares owns (actually or constructively) none of our voting shares, or owns an insubstantial amount of our voting shares, based upon current law, it is probable that the redemption of preferred shares from such a holder would be considered to be “not essentially equivalent to a dividend.” However, whether a distribution is “not essentially equivalent to a dividend” depends on all of the facts and circumstances, and a U.S. shareholder of our preferred shares intending to rely on any of the tests in this or the preceding paragraph at the time of redemption should consult its tax advisor to determine their application to its particular situation. If the redemption does not meet any of the tests under Section 302 of the Code, then the redemption proceeds received from our preferred shares will be treated as a distribution on our shares as described under “Taxation of U.S. Shareholders — Taxation of Taxable U.S. Shareholders — Taxation of U.S. Shareholders on Distributions.” If the redemption of a holder’s preferred shares is taxed as a dividend, the adjusted basis of such holder’s redeemed preferred shares will be transferred to any other shares held by the holder.

If the holder owns no other shares, under certain circumstances, such basis may be transferred to a related person, or it may be lost entirely.

With respect to a redemption of our preferred shares that is treated as a distribution with respect to our shares, which is not otherwise taxable as a dividend, the IRS has proposed Treasury regulations that would require any basis reduction associated with such a redemption to be applied on a share-by-share basis which could result in taxable gain with respect to some shares, even though the holder’s aggregate basis for the shares would be sufficient to absorb the entire amount of the redemption distribution (in excess of any amount of such distribution treated as a dividend). Additionally, these proposed Treasury regulations would not permit the transfer of basis in the redeemed shares of the preferred shares to the remaining shares held (directly or indirectly) by the redeemed holder. Instead, the unrecovered basis in our preferred shares would be treated as a deferred loss to be recognized when certain conditions are satisfied. These proposed Treasury regulations would be effective for transactions that occur after the date the regulations are published as final Treasury regulations. There can, however, be no assurance as to whether, when, and in what particular form such proposed Treasury regulations will ultimately be finalized.

Conversion of Our Preferred Shares into Common Shares.

Except as provided below, a U.S. shareholder generally will not recognize gain or loss upon the conversion of our preferred shares into our common shares. Except as provided below, a U.S. shareholder’s basis and holding period in the common shares received upon conversion generally will be the same as those of the converted preferred shares (but the basis will be reduced by the portion of adjusted tax basis allocated to any fractional common share exchanged for cash). Any common shares received in a conversion that is attributable to accumulated and unpaid dividends on the converted preferred shares will be treated as a distribution on our shares as described above in “Taxation of U.S. Shareholders — Taxation of Taxable U.S. Shareholders — Taxation of U.S. Shareholders on Distributions.” Cash received upon conversion in lieu of a fractional common share generally will be treated as a payment in a taxable exchange for such fractional common share, and gain or loss will be recognized on the receipt of cash in an amount equal to the difference between the amount of cash received and the adjusted tax basis allocable to the fractional common share deemed exchanged. This gain or loss will be long-term capital gain or loss if the U.S. shareholder has held the preferred shares for more than one year. See “— Taxation of U.S. Shareholders — Taxation of Taxable U.S. Shareholders — Taxation of U.S. Shareholders on the Disposition of Common and Preferred Shares.” U.S. shareholders should consult with their tax advisors regarding the U.S. federal income tax consequences of any transaction by which such holder exchanges common shares received on a conversion of preferred shares for cash or other property.

Tax Rates Applicable to Individual Shareholders under the TCJA

Long-term capital gains (i.e., capital gains with respect to assets held for more than one year) and “qualified dividends” received by an individual generally are subject to federal income tax at a maximum rate of 20%. Short-term capital gains (i.e., capital gains with respect to assets held for one year or less) generally are subject to federal income tax at ordinary income rates. Because we are not generally subject to federal income tax on the portion of our REIT taxable income or capital gains distributed to our shareholders, our dividends generally are not eligible for the 20% maximum tax rate on qualified dividends. Instead, our ordinary dividends generally are taxed at the higher tax rates

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applicable to ordinary income, the maximum rate of which is 37% for tax years beginning after December 31, 2017 (the rate was 39.6% for tax years beginning before that date) and before January 1, 2026. However, for taxable years prior to 2026, individual shareholders are generally allowed to deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations, which would reduce the maximum marginal effective tax rate for individuals on the receipt of such ordinary dividends to 29.6%. The 20% maximum tax rate for long-term capital gains and qualified dividends generally applies to:

· your long-term capital gains, if any, recognized on the disposition of our shares;

· our distributions designated as long-term capital gain dividends (except to the extent attributable to real estate depreciation, in which case such distributions are subject to a 25% tax rate to such extent);

· our dividends attributable to dividends received by us from non-REIT corporations, such as taxable REIT subsidiaries; and

· our dividends to the extent attributable to income upon which we have paid corporate income tax (e.g., to the extent that we distribute less than 100% of our taxable income).

Medicare Tax on Investment Income

Certain U.S. shareholders and U.S. Holders (as defined below) who are individuals, estates or trusts and whose income exceeds certain thresholds may be required to pay a 3.8% Medicare tax on “net investment income” which includes, among other things, dividends on shares, interest on debt securities and capital gains from the sale or other disposition of shares or debt securities, subject to certain exceptions. Prospective investors should consult their tax advisors regarding the effect, if any, of this legislation on their ownership and disposition of our common shares, preferred shares or debt securities.

Information Reporting Requirements and Backup Withholding.

CubeSmart will report to its shareholders and to the IRS the amount of distributions CubeSmart pays during each calendar year and the amount of tax it withholds, if any. A shareholder may be subject to backup withholding at a rate of up to 28% (for tax years beginning on or before December 31, 2017 and 24% for tax years beginning after that date) with respect to distributions unless the holder:

· is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact; or

· provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with the applicable requirements of the backup withholding rules.

A shareholder who does not provide CubeSmart with its correct taxpayer identification number also may be subject to penalties imposed by the IRS. In addition, CubeSmart may be required to withhold a portion of capital gain distributions to any shareholders who fail to certify their non-foreign status to CubeSmart. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the shareholder’s income tax liability, provided the required information is timely furnished to the IRS.

Taxation of Tax-Exempt Shareholders

Tax-exempt entities, including qualified employee pension and profit sharing trusts and individual retirement accounts and annuities, generally are exempt from U.S. federal income taxation. However, they are subject to taxation on their “unrelated business taxable income.” While many investments in real estate generate unrelated business taxable income, the IRS has issued a ruling that dividend distributions from a REIT to an exempt employee pension trust do not constitute unrelated business taxable income so long as the exempt employee pension trust does not otherwise use the shares of the REIT in an unrelated trade or business of the pension trust. Based on that ruling, amounts CubeSmart distributes to tax-exempt shareholders generally should not constitute unrelated business taxable income. However, if a tax-exempt shareholder were to finance its acquisition of common shares or preferred shares with debt, a portion of the income it received from CubeSmart would constitute unrelated business taxable income pursuant to the “debt-financed property” rules. Furthermore, social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, and qualified group legal services plans that are exempt from taxation under special provisions of the U.S. federal income tax laws are subject to different unrelated business taxable income rules, which generally will require them to characterize distributions they receive from CubeSmart as unrelated business taxable income.

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In certain circumstances, a qualified employee pension or profit-sharing trust that owns more than 10% of CubeSmart’s shares of beneficial interest (by value) must treat a percentage of the dividends it receives from CubeSmart as unrelated business taxable income. Such percentage is equal to the gross income CubeSmart derives from an unrelated trade or business, determined as if CubeSmart were a pension trust, divided by its total gross income for the year in which it pays the dividends. This rule applies to a pension trust holding more than 10% of CubeSmart shares only if:

· the percentage of CubeSmart’s dividends which the tax-exempt trust must treat as unrelated business taxable income is at least 5%;

· CubeSmart is a “pension-held REIT,” that is, CubeSmart qualifies as a REIT by reason of the modification of the rule requiring that no more than 50% of CubeSmart’s shares of beneficial interest be owned by five or fewer individuals that allows the beneficiaries of the pension trust to be treated as holding CubeSmart’s shares in proportion to their actuarial interests in the pension trust; and

· either: (i) one pension trust owns more than 25% of the value of CubeSmart’s shares of beneficial interest; or (ii) one or more pension trusts each individually holding more than 10% of the value of CubeSmart’s shares of beneficial interest collectively owns more than 50% of the value of CubeSmart’s shares of beneficial interest.

Certain restrictions on ownership and transfer of CubeSmart’s shares should generally prevent a tax-exempt entity from owning more than 10% of the value of its shares, or CubeSmart from becoming a pension-held REIT.

Tax-exempt U.S. shareholders are urged to consult their tax advisor regarding the U.S. federal, state, local and foreign tax consequences of the acquisition, ownership and disposition of CubeSmart shares.

Taxation of Non-U.S. Shareholders

The term “non-U.S. shareholder” means a holder of CubeSmart common shares or preferred shares that is not a U.S. shareholder or a partnership (or an entity treated as a partnership for U.S. federal income tax purposes). The rules governing U.S. federal income taxation of non-U.S. shareholders are complex. This section is only a summary of such rules. We urge non-U.S. shareholders to consult their own tax advisors to determine the impact of federal, state, local and foreign income tax laws on ownership of common shares or preferred shares, including any reporting requirements.

Taxation of Distributions.  A non-U.S. shareholder that receives a distribution which is not attributable to gain from CubeSmart’s sale or exchange of a “United States real property interest” (“USRPI”) (discussed below) and that CubeSmart does not designate a capital gain dividend or retained capital gain will be treated as receiving dividends to the extent that CubeSmart pays such distribution out of CubeSmart’s current or accumulated earnings and profits.

A withholding tax equal to 30% of the gross amount of the distribution ordinarily will apply unless an applicable tax treaty reduces or eliminates the tax. However, a non-U.S. shareholder generally will be subject to U.S. federal income tax at graduated rates on any distribution treated as effectively connected with the non-U.S. shareholder’s conduct of a U.S. trade or business, in the same manner as U.S. shareholders are taxed on distributions. A corporate non-U.S. shareholder may, in addition, be subject to the 30% branch profits tax with respect to that distribution. CubeSmart plans to withhold U.S. income tax at the rate of 30% on the gross amount of any distribution paid to a non-U.S. shareholder unless either:

· a lower treaty rate applies and the non-U.S. shareholder files a properly completed IRS Form W-8BEN or W-8BEN-E (or other applicable form) evidencing eligibility for that reduced rate with us; or

· the non-U.S. shareholder files an IRS Form W-8ECI (or other applicable form) with CubeSmart claiming that the distribution is effectively connected income.

A non-U.S. shareholder will not incur tax on a distribution in excess of CubeSmart’s current and accumulated earnings and profits if the excess portion of such distribution does not exceed the adjusted basis of its common shares or preferred shares. Instead, the excess portion of the distribution will reduce the adjusted basis of such

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shares. A non-U.S. shareholder will be subject to tax on a distribution that exceeds both CubeSmart’s current and accumulated earnings and profits and the adjusted basis of its shares, if the non-U.S. shareholder otherwise would be subject to tax on gain from the sale or disposition of common shares or preferred shares, as described below. Because CubeSmart generally cannot determine at the time CubeSmart makes a distribution whether the distribution will exceed CubeSmart’s current and accumulated earnings and profits, CubeSmart normally will withhold tax on the entire amount of any distribution at the same rate as CubeSmart would withhold on a dividend. However, a non-U.S. shareholder may obtain a refund of amounts CubeSmart withholds if CubeSmart later determines that a distribution in fact exceeded CubeSmart’s current and accumulated earnings and profits.

CubeSmart may be required to withhold 15%  (increased from 10% effective February 17, 2016) of any distribution that exceeds CubeSmart’s current and accumulated earnings and profits. Consequently, although CubeSmart intends to withhold at a rate of 30% on the entire amount of any distribution, to the extent CubeSmart does not do so, CubeSmart may withhold at a rate of 15% on any portion of a distribution not subject to withholding at a rate of 30%.

For any year in which CubeSmart qualifies as a REIT, except as discussed below (in “Taxation of Non-U.S. Shareholders—Taxation of Disposition of Shares”) with respect to certain holders owning 10% or less of regularly traded classes of shares, a non-U.S. shareholder will incur tax on distributions attributable to gain from CubeSmart’s sale or exchange of a United States real property interest (a “USRPI”) under the Foreign Investment in Real Property Tax Act of 1980, or “FIRPTA.” A USRPI includes certain interests in real property and shares in United States corporations at least 50% of whose assets consist of interests in real property. Under FIRPTA, a non-U.S. shareholder is taxed on distributions attributable to gain from sales of USRPIs as if the gain were effectively connected with the conduct of a U.S. business of the non-U.S. shareholder. A non-U.S. shareholder would be taxed on such a distribution at the normal capital gain rates applicable to U.S. shareholders, subject to applicable alternative minimum tax and a special alternative minimum tax in the case of a nonresident alien individual. A non-U.S. corporate shareholder not entitled to treaty relief or exemption also may be subject to the 30% branch profits tax on such a distribution. CubeSmart must withhold 21% of any distribution that CubeSmart could designate as a capital gain dividend. A non-U.S. shareholder may receive a credit against its tax liability for the amount CubeSmart withholds.

Effective December 18, 2015, our shares will not be treated as a USRPI when held, directly or indirectly, by a qualified shareholder and, therefore, FIRPTA will not apply to such shares.  However, certain investors in a qualified shareholder that owns more than 10% of our shares (directly or indirectly) that are not themselves qualified shareholders may be subject to FIRPTA withholding.  A “qualified shareholder” is a foreign entity that (1)(i) is eligible for the benefits of a comprehensive income tax treaty with the United States that includes an exchange of information program and the principal class of interests of which is listed and regularly traded on one or more recognized stock exchanges (as defined in such comprehensive income tax treaty), or (ii) is a foreign partnership that is created or organized under foreign law as a limited partnership in a jurisdiction that has an agreement for the exchange of information with respect to taxes with the United States and has a class of limited partnership units which is regularly traded on the New York Stock Exchange or Nasdaq Stock Market and the value of such class of limited partnership units is greater than 50% of the value of all of the partnership units of the foreign partnership, (2) is a qualified collective investment vehicle, and (3) maintains records on the identity of each person who, at any time during the foreign person’s taxable year, holds directly 5% or more of the class of interests described in (1)(i) or (ii).  A “qualified collective investment vehicle” is a foreign person that (x) under the comprehensive income tax treaty described in (1)(i) or (ii) would be eligible for a reduced rate of withholding with respect to dividends paid by a REIT even if such person owned more than 10% of the REIT, (y) is a publicly traded partnership that is a withholding foreign partnership, and would be treated as a United States real property holding corporation if it were a United States corporation, or (z) which is designated as a qualified collective investment vehicle by the Secretary of the Treasury and is either (1) fiscally transparent or (2) required to include dividends in its gross income, but is entitled to a deduction for distributions to its equity investors.  Additionally, effective December 18, 2015, qualified foreign pension funds will not be subject to FIRPTA withholding.  The rules concerning qualified shareholders and qualified foreign pension funds are complex and investors who believe they may be qualified shareholders or qualified foreign pension funds should consult with their own tax advisors to find out if these rules are applicable to them. 

Distributions attributable to gain from sales or exchanges by CubeSmart of USRPIs are treated as ordinary dividends (not subject to the 21% withholding tax under FIRPTA) if the distribution is made to a non-U.S. shareholder with respect to any class of shares which is “regularly traded” on an established securities market located in the United States and if the non-U.S. shareholder did not own more than 5% of such class of shares at any time during the taxable year.  Such distributions will generally be subject to a 30% U.S. withholding tax (subject to reduction under

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applicable treaty) but a non-U.S. shareholder will not be required to report the distribution on a U.S. tax return.  In addition, the branch profits tax will not apply to such distributions.

Taxation of Disposition of Shares. A non-U.S. shareholder generally will not incur tax under FIRPTA with respect to gain on a sale of common shares or preferred shares as long as CubeSmart is a “domestically-controlled REIT,” which means that at all times non-U.S. persons hold, directly or indirectly, less than 50% in value of all outstanding CubeSmart shares.

CubeSmart cannot assure you that this test will be met. Further, even if CubeSmart is a domestically controlled REIT, pursuant to “wash sale” rules under FIRPTA, a non-U.S. shareholder may incur tax under FIRPTA. The “wash sale” rule applies to the extent such non-U.S. shareholder disposes of CubeSmart shares during the 30-day period preceding a dividend payment, and such non-U.S. shareholder (or a person related to such non-U.S. shareholder) acquires or enters into a contract or option to acquire CubeSmart common shares or preferred shares within 61 days of the 1st day of the 30 day period described above, and any portion of such dividend payment would, but for the disposition, be treated as a USRPI capital gain to such non-U.S. shareholder, then such non-U.S. shareholder shall be treated as having USRPI capital gain in an amount that, but for the disposition, would have been treated as USRPI capital gain.

In addition, a non-U.S. shareholder that owns, actually or constructively, 10% or less of the outstanding common shares or preferred shares at all times during a specified testing period will not incur tax under FIRPTA on gain from a sale of such common shares or preferred shares if such shares are “regularly traded” on an established securities market. Because CubeSmart’s common shares and preferred shares are “regularly traded” on an established securities market, CubeSmart expects that a non-U.S. shareholder generally will not incur tax under FIRPTA on gain from a sale of common shares or preferred shares unless it owns or has owned more than 10% of such common shares or preferred shares at any time during the five year period to such sale. Any gain subject to tax under FIRPTA will be treated in the same manner as it would be in the hands of U.S. shareholders, subject to alternative minimum tax, but under a special alternative minimum tax in the case of nonresident alien individuals, and the purchaser of the shares could be required to withhold 10% of the purchase price and remit such amount to the IRS.

A non-U.S. shareholder generally will incur tax on gain not subject to FIRPTA if:

· the gain is effectively connected with the conduct of the non-U.S. shareholder’s U.S. trade or business, in which case the non-U.S. shareholder will be subject to the same treatment as U.S. shareholders with respect to the gain; or

· the non-U.S. shareholder is a nonresident alien individual who was present in the U.S. for 183 days or more during the taxable year and has a “tax home” in the United States, in which case the non-U.S. shareholder will incur a 30% tax on capital gains.

Redemptions of Our Preferred Shares. Whenever we redeem any preferred shares, the treatment accorded to any redemption by us for cash (as distinguished from a sale, exchange or other disposition) of our preferred shares to a non-U.S. shareholder of such preferred shares can only be determined on the basis of the particular facts as to each holder at the time of redemption. In general, a non-U.S. shareholder of our preferred shares will recognize capital gain or loss measured by the difference between the amount received by the holder of such shares upon the redemption and such holder’s adjusted tax basis in the preferred shares redeemed (provided the preferred shares are held as a capital asset) if such redemption (i) results in a “complete termination” of the holder’s interest in all classes of our shares under Section 302(b)(3) of the Code, or (ii) is “not essentially equivalent to a dividend” with respect to the holder of the preferred shares under Section 302(b)(1) of the Code. In applying these tests, there must be taken into account not only the preferred shares being redeemed, but also such holder’s ownership of other classes and series of our shares and any options (including stock purchase rights) to acquire any of the foregoing. The non-U.S. shareholder of our preferred shares also must take into account any such securities (including options) which are considered to be owned by such holder by reason of the constructive ownership rules set forth in Sections 318 and 302(c) of the Code.

If the non-U.S. shareholder of preferred shares owns (actually or constructively) none of our voting shares, or owns an insubstantial amount of our voting shares, based upon current law, it is probable that the redemption of preferred shares from such a holder would be considered to be “not essentially equivalent to a dividend.” However, whether a distribution is “not essentially equivalent to a dividend” depends on all of the facts and circumstances, and a

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non-U.S. shareholder of our preferred shares intending to rely on any of the tests in this or the preceding paragraph at the time of redemption should consult its tax advisor to determine their application to its particular situation. If the redemption does not meet any of the tests under Section 302 of the Code, then the redemption proceeds received from our preferred shares will be treated as a distribution on our shares as described under “Taxation of Shareholders — Taxation of Non-U.S. Shareholders — Taxation of Distributions.”

If the redemption of a holder’s preferred shares is taxed as a dividend, the adjusted basis of such holder’s redeemed preferred shares will be transferred to any other shares held by the holder. If the holder owns no other shares, under certain circumstances, such basis may be transferred to a related person, or it may be lost entirely.

With respect to a redemption of our preferred shares that is treated as a distribution with respect to our shares, which is not otherwise taxable as a dividend, the IRS has proposed Treasury regulations that would require any basis reduction associated with such a redemption to be applied on a share-by-share basis which could result in taxable gain with respect to some shares, even though the holder’s aggregate basis for the shares would be sufficient to absorb the entire amount of the redemption distribution (in excess of any amount of such distribution treated as a dividend). Additionally, these proposed Treasury regulations would not permit the transfer of basis in the redeemed shares of the preferred shares to the remaining shares held (directly or indirectly) by the redeemed holder. Instead, the unrecovered basis in our preferred shares would be treated as a deferred loss to be recognized when certain conditions are satisfied. These proposed Treasury regulations would be effective for transactions that occur after the date the regulations are published as final Treasury regulations. There can, however, be no assurance as to whether, when, and in what particular form such proposed Treasury regulations will ultimately be finalized.

Conversion of Our Preferred Shares into Common Shares. Except as provided below, a non-U.S. shareholder generally will not recognize gain or loss upon the conversion of our preferred shares into our common shares, provided our preferred shares do not constitute a USRPI. Even if our preferred shares do constitute a USRPI, provided our common shares also constitute a USRPI, a non-U.S. shareholder generally will not recognize gain or loss upon a conversion of our preferred shares into our common shares provided certain reporting requirements are satisfied. Except as provided below, a non-U.S. shareholder’s basis and holding period in the common shares received upon conversion will be the same as those of the converted preferred shares (but the basis will be reduced by the portion of adjusted tax basis allocated to any fractional common share exchanged for cash). Any common shares received in a conversion that are attributable to accumulated and unpaid dividends on the converted preferred shares will be treated as a distribution on our shares as described under “— Taxation of Shareholders — Taxation of Non-U.S. Shareholders — Taxation of Distributions.” Cash received upon conversion in lieu of a fractional common share generally will be treated as a payment in a taxable exchange for such fractional common share as described under “— Taxation of Shareholders — Taxation of Non-U.S. Shareholders — Taxation of Disposition of Shares.” Non-U.S. shareholders should consult with their tax advisor regarding the U.S. federal income tax consequences of any transaction by which such holder exchanges common shares received on a conversion of preferred shares for cash or other property.

Information Reporting and Backup Withholding Applicable to non-U.S. Shareholders

CubeSmart must report annually to the IRS and to each non-U.S. shareholder the amount of dividends paid to such holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. shareholder resides under the provisions of an applicable income tax treaty.

Payments of dividends or of proceeds from the disposition of shares made to a non-U.S. shareholder may be subject to information reporting and backup withholding unless such holder establishes an exemption, for example, by properly certifying its non-United States status on a properly completed IRS Form W-8 BEN or W-8BEN-E or another appropriate version of IRS Form W-8. Notwithstanding the foregoing, backup withholding may apply if either CubeSmart or its paying agent has actual knowledge, or reason to know, that a non-U.S. shareholder is a United States person.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the shareholder’s income tax liability, provided the required information is timely furnished to the IRS.

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Additional Withholding Requirements under “FATCA”

Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”), payments of dividends to a non-U.S. shareholder will be subject to 30% withholding tax if the non-U.S. shareholder fails to provide the withholding agent with documentation sufficient to show that it is compliant with the FATCA or otherwise exempt from withholding under FATCA. Generally, such documentation is provided on an executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable.  If a dividend payment is both subject to withholding under FATCA and subject to withholding tax discussed above, the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. Based upon proposed Treasury regulations, which may be relied upon by taxpayers until the final Treasury regulations are issued, the FATCA withholding that was to be effective on January 1, 2019 with respect to payments of the gross proceeds no longer applies. Non-U.S. shareholders should consult their tax advisors to determine the applicability of this legislation in light of their individual circumstances.

Legislative or Other Actions Affecting REITs

The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. No assurance can be given as to whether, when, or in what form, the U.S. federal income tax laws applicable to CubeSmart and its shareholders may be enacted. Changes to the federal tax laws and interpretations of U.S. federal tax laws could adversely affect an investment in CubeSmart shares.

Taxation of Holders of Debt Securities Offered by the Operating Partnership

This section describes the material U.S. federal income tax consequences of owning the debt securities that the Operating Partnership may offer. This summary is for general information only and is not tax advice. The tax consequences of owning any particular issue of debt securities will be discussed in the applicable prospectus.

As used herein, a “U.S. Holder” means a beneficial owner of debt securities of the Operating Partnership, who is, for U.S. federal income tax purposes:

· a citizen or individual resident of the United States,

· a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, or any of its states, or the District of Columbia,

· an estate the income of which is subject to U.S. federal income taxation regardless of its source, or

· any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person.

If a partnership holds debt securities, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding debt securities of the Operating Partnership, you should consult your tax advisor regarding the consequences of the ownership and disposition of debt securities by the partnership.

Pursuant to the TCJA, for taxable years beginning after December 31, 2017 (and for taxable years beginning after December 31, 2018 for instruments issued with original issue discount (“OID”)), an accrual method taxpayer that reports revenues on an applicable financial statement generally must recognize income for U.S. federal income tax purposes no later than the taxable year in which such income is taken into account as revenue in an applicable financial statement of the taxpayer. To the extent this rule is inconsistent with the rules described in the subsequent discussion, this rule supersedes such discussion. Thus, this rule could potentially require such a taxpayer to recognize income for U.S. federal income tax purposes with respect to the debt securities prior to the time such income would be recognized pursuant to the rules described in the subsequent discussion. It is currently not clear how this rule would apply to debt instruments with OID and market discount. You should consult your tax advisors regarding the potential applicability of these rules to your investment in the debt securities.

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Taxation of Taxable U.S. Holders

Interest. The stated interest on debt securities generally will be taxable to a U.S. Holder as ordinary income at the time that it is paid or accrued, in accordance with the U.S. Holder’s method of accounting for U.S. federal income tax purposes.

Original Issue Discount. If you own debt securities issued with OID, you will be subject to special tax accounting rules, as described in greater detail below. In that case, you should be aware that you generally must include OID in gross income in advance of the receipt of cash attributable to that income. However, you generally will not be required to include separately in income cash payments received on the debt securities, even if denominated as interest, to the extent those payments do not constitute “qualified stated interest,” as defined below. If we determine that a particular debt security will be an OID debt security, we will disclose that determination in the prospectus relating to those debt securities.

A debt security with an “issue price” that is less than the “stated redemption price at maturity” (the sum of all payments to be made on the debt security other than “qualified stated interest”) generally will be issued with OID if that difference is at least 0.25% of the stated redemption price at maturity multiplied by the number of complete years to maturity. The “issue price” of each debt security in a particular offering will be the first price at which a substantial amount of that particular offering is sold to the public. The term “qualified stated interest” means stated interest that is unconditionally payable in cash or in property, other than debt instruments of the issuer, and the interest to be paid meets all of the following conditions:

· it is payable at least once per year;

· it is payable over the entire term of the debt security; and

· it is payable at a single fixed rate or, subject to certain conditions, based on one or more interest indices.

If we determine that particular debt securities of a series will bear interest that is not qualified stated interest, we will disclose that determination in the prospectus relating to those debt securities.

If you own a debt security issued with “de minimis” OID, which is discount that is not OID because it is less than 0.25% of the stated redemption price at maturity multiplied by the number of complete years to maturity, you generally must include the de minimis OID in income at the time principal payments on the debt securities are made in proportion to the amount paid. Any amount of de minimis OID that you have included in income will be treated as capital gain.

Certain of the debt securities may contain provisions permitting them to be redeemed prior to their stated maturity at our option and/or at your option. OID debt securities containing those features may be subject to rules that differ from the general rules discussed herein. If you are considering the purchase of OID debt securities with those features, you should carefully examine the applicable prospectus and should consult your own tax advisor with respect to those features since the tax consequences to you with respect to OID will depend, in part, on the particular terms and features of the debt securities.

If you own OID debt securities with a maturity upon issuance of more than one year you generally must include OID in income in advance of the receipt of some or all of the related cash payments using the “constant yield method” described in the following paragraphs. This method takes into account the compounding of interest.

The amount of OID that you must include in income if you are the initial United States holder of an OID debt security is the sum of the “daily portions” of OID with respect to the debt security for each day during the taxable year or portion of the taxable year in which you held that debt security (“accrued OID”). The daily portion is determined by allocating to each day in any “accrual period” a pro rata portion of the OID allocable to that accrual period. The “accrual period” for an OID debt security may be of any length and may vary in length over the term of the debt security, provided that each accrual period is no longer than one year and each scheduled payment of principal or

27

interest occurs on the first day or the final day of an accrual period. The amount of OID allocable to any accrual period is an amount equal to the excess, if any, of:

· the debt security’s “adjusted issue price” at the beginning of the accrual period multiplied by its yield to maturity, determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period, over

· the aggregate of all qualified stated interest allocable to the accrual period.

OID allocable to a final accrual period is the difference between the amount payable at maturity, other than a payment of qualified stated interest, and the adjusted issue price at the beginning of the final accrual period. Special rules will apply for calculating OID for an initial short accrual period. The “adjusted issue price” of a debt security at the beginning of any accrual period is equal to its issue price increased by the accrued OID for each prior accrual period, determined without regard to the amortization of any acquisition or bond premium, as described below, and reduced by any payments made on the debt security (other than qualified stated interest) on or before the first day of the accrual period. Under these rules, you will generally have to include in income increasingly greater amounts of OID in successive accrual periods. We are required to provide information returns stating the amount of OID accrued on debt securities held of record by persons other than corporations and other exempt holders.

Floating rate debt securities are subject to special OID rules. In the case of an OID debt security that is a floating rate debt security, both the “yield to maturity” and “qualified stated interest” will be determined solely for purposes of calculating the accrual of OID as though the debt security will bear interest in all periods at a fixed rate generally equal to the rate that would be applicable to interest payments on the debt security on its date of issue or, in the case of certain floating rate debt securities, the rate that reflects the yield to maturity that is reasonably expected for the debt security. Additional rules may apply if either:

· the interest on a floating rate debt security is based on more than one interest index; or

· the principal amount of the debt security is indexed in any manner.

This discussion does not address the tax rules applicable to debt securities with an indexed principal amount. If you are considering the purchase of floating rate OID debt securities or securities with indexed principal amounts, you should carefully examine the prospectus relating to those debt securities, and should consult your own tax advisor regarding the U.S. federal income tax consequences to you of holding and disposing of those debt securities.

You may elect to treat all interest on any debt securities as OID and calculate the amount includible in gross income under the constant yield method described above. For purposes of this election, interest includes stated interest, acquisition discount, OID, de minimis OID, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium or acquisition premium. You must make this election for the taxable year in which you acquired the debt security, and you may not revoke the election without the consent of the IRS. You should consult with your own tax advisor about this election.

Market Discount. If you purchase debt securities, other than OID debt securities, after original issuance for an amount that is less than their stated redemption price at maturity, or, in the case of OID debt securities, their adjusted issue price, the amount of the difference will be treated as “market discount” for U.S. federal income tax purposes, unless that difference is less than a specified de minimis amount. Under the market discount rules, you will be required to treat any principal payment on, or any gain on the sale, exchange, retirement or other disposition of, the debt securities as ordinary income to the extent of the market discount that you have not previously included in income and are treated as having accrued on the debt securities at the time of their payment or disposition. In addition, you may be required to defer, until the maturity of the debt securities or their earlier disposition in a taxable transaction, the deduction of all or a portion of the interest expense on any indebtedness attributable to the debt securities. You may elect, on a debt security-by-debt security basis, to deduct the deferred interest expense in a tax year prior to the year of disposition. You should consult your own tax advisor before making this election.

Any market discount will be considered to accrue ratably during the period from the date of acquisition to the maturity date of the debt securities, unless you elect to accrue on a constant interest method. You may elect to include market discount in income currently as it accrues, on either a ratable or constant interest method, in which case the rule described above regarding deferral of interest deductions will not apply. Your election to include market discount in income currently, once made, applies to all market discount obligations acquired by you on or after the first

28

taxable year to which your election applies and may not be revoked without the consent of the IRS. You should consult your own tax advisor before making this election.

Acquisition Premium and Amortizable Bond Premium. If you purchase OID debt securities for an amount that is greater than their adjusted issue price but equal to or less than the sum of all amounts payable on the debt securities after the purchase date other than payments of qualified stated interest, you will be considered to have purchased those debt securities at an “acquisition premium.” Under the acquisition premium rules, the amount of OID that you must include in gross income with respect to those debt securities for any taxable year will be reduced by the portion of the acquisition premium properly allocable to that year.

If you purchase debt securities (including OID debt securities) for an amount in excess of the sum of all amounts payable on those debt securities after the purchase date other than qualified stated interest, you will be considered to have purchased those debt securities at a “premium” and, if they are OID debt securities, you will not be required to include any OID in income. You generally may elect to amortize the premium over the remaining term of those debt securities on a constant yield method as an offset to interest when includible in income under your regular accounting method.

In the case of debt securities that provide for alternative payment schedules, bond premium is calculated by assuming that (a) you will exercise or not exercise options in a manner that maximizes your yield, and (b) we will exercise or not exercise options in a manner that minimizes your yield. If you do not elect to amortize bond premium, that premium will decrease the gain or increase the loss you would otherwise recognize on disposition of the debt security. Your election to amortize premium on a constant yield method will also apply to all debt obligations held or subsequently acquired by you on or after the first day of the first taxable year to which the election applies. You may not revoke the election without the consent of the IRS. You should consult your own tax advisor before making this election.

Sale, Exchange and Retirement of Debt Securities. A U.S. Holder of debt securities will recognize gain or loss upon the sale, exchange, retirement, redemption or other taxable disposition of such debt securities in an amount equal to the difference between:

· the amount of cash and the fair market value of other property received in exchange for such debt securities, other than amounts attributable to accrued but unpaid stated interest, which will be subject to tax as ordinary income to the extent not previously included in income; and

· the U.S. Holder’s adjusted tax basis in such debt securities.

A U.S. Holder’s adjusted tax basis in a debt security generally will equal the cost of the debt security to such holder (A) increased by the amount of OID or accrued market discount (if any) previously included in income by such holder and (B) decreased by the amount of (1) any payments other than qualified stated interest payments and (2) any amortizable bond premium taken by the holder.

Any gain or loss recognized will generally be capital gain or loss, and such capital gain or loss will generally be long-term capital gain or loss if the debt security has been held by the U.S. Holder for more than one year. Long-term capital gain for non-corporate taxpayers is subject to reduced rates of U.S. federal income taxation (currently, a 20% maximum federal rate, also see the discussion above in “Taxation of Shareholders—Tax Rates Applicable to Individual Shareholders under the TCJA” for a more detailed discussion on tax rates for individuals)). The deductibility of capital losses is subject to certain limitations.

If a U.S. Holder recognizes a loss upon a subsequent disposition of debt securities in an amount that exceeds a prescribed threshold, it is possible that the provisions of Treasury regulations involving “reportable transactions” could apply, with a resulting requirement to separately disclose the loss generating transactions to the IRS. While these regulations are directed towards “tax shelters,” they are written broadly, and apply to transactions that would not typically be considered tax shelters. Significant penalties apply for failure to comply with these requirements. You should consult your tax advisor concerning any possible disclosure obligation with respect to the receipt or disposition of debt securities, or transactions that might be undertaken directly or indirectly by us. Moreover, you should be aware that we and other participants in transactions involving us (including our advisors) might be subject to disclosure or other requirements pursuant to these regulations.

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Medicare Tax on Investment Income

Certain U.S. Shareholders and U.S. Holders who are individuals, estates or trusts and whose income exceeds certain thresholds may be required to pay a 3.8% Medicare tax on “net investment income” which includes, among other things, dividends on shares, interest on debt securities and capital gains from the sale or other disposition of shares or debt securities, subject to certain exceptions. Prospective investors should consult their tax advisors regarding the effect, if any, of this legislation on their ownership and disposition of our common shares, preferred shares or debt securities.

Taxation of Tax-Exempt Holders of Debt Securities

Assuming the debt security is debt for tax purposes, interest income accrued on the debt security should not constitute unrelated business taxable income to a tax-exempt holder. As a result, a tax-exempt holder generally should not be subject to U.S. federal income tax on the interest income accruing on debt securities of the Operating Partnership. Similarly, any gain recognized by the tax-exempt holder in connection with a sale of the debt security generally should not be unrelated business taxable income. However, if a tax-exempt holder were to finance its acquisition of the debt security with debt, a portion of the interest income and gain attributable to the debt security would constitute unrelated business taxable income pursuant to the “debt-financed property” rules. Tax-exempt holders should consult their own tax advisors to determine the potential tax consequences of an investment in debt securities of the Operating Partnership.

Taxation of Non-U.S. Holders of Debt Securities

The term “non-U.S. Holder” means a holder of debt securities of the Operating Partnership that is not a U.S. Holder or a partnership (or an entity treated as a partnership for U.S. federal income tax purposes). The rules governing U.S. federal income taxation of non-U.S. Holders are complex. This section is only a summary of such rules. We urge non-U.S. Holders to consult their own tax advisors to determine the impact of federal, state, local and foreign income tax laws on ownership of debt securities, including any reporting requirements.

Interest. Interest (including OID) paid to a non-U.S. Holder of debt securities will not be subject to U.S. federal income or withholding tax under the “portfolio interest exemption,” provided that:

· interest paid on debt securities is not effectively connected with a non-U.S. Holder’s conduct of a trade or business in the United States;

· the non-U.S. Holder does not actually or constructively own 10% or more of the capital or profits interest in the Operating Partnership;

· the non-U.S. Holder is not

· a controlled foreign corporation with respect to which the Operating Partnership is a “related person” within the meaning of Section 864(d) of the Code; or

· a bank that receives such interest on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and

· the beneficial owner of debt securities provides a certification, which is generally made on an IRS Form W-8BEN of W-8BEN-E or other applicable form or a suitable substitute form and signed under penalties of perjury, that it is not a United States person.

A payment of interest (including OID) to a non-U.S. Holder that does not qualify for the portfolio interest exemption and that is not effectively connected to a United States trade or business will be subject to United States federal withholding tax at a rate of 30%, unless a United States income tax treaty applies to reduce or eliminate withholding.

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A non-U.S. Holder will generally be subject to tax in the same manner as a U.S. Holder with respect to payments of interest (including OID) if such payments are effectively connected with the conduct of a trade or business by the non-U.S. Holder in the United States and, if an applicable tax treaty provides, such gain is attributable to a United States permanent establishment maintained by the non-U.S. Holder. In some circumstances, such effectively connected income received by a non-U.S. Holder which is a corporation may be subject to an additional “branch profits tax” at a 30% base rate or, if applicable, a lower treaty rate.

To claim the benefit of a lower treaty rate or to claim exemption from withholding because the income is effectively connected with a United States trade or business, the non-U.S. Holder must provide a properly executed IRS Form W-8BEN or W-8BEN-E or IRS Form W-8ECI or other applicable form, or a suitable substitute form, as applicable, prior to the payment of interest. Such certificate must contain, among other information, the name and address of the non-U.S. Holder.

Non-U.S. Holders are urged to consult their own tax advisors regarding applicable income tax treaties, which may provide different rules.

Sale or Retirement of Debt Securities. A non-U.S. Holder generally will not be subject to U.S. federal income tax or withholding tax on gain realized on the sale, exchange or redemption of debt securities unless:

· the non-U.S. shareholder is a nonresident alien individual who was present in the U.S. for 183 days or more during the taxable year and has a “tax home” in the United States, in which case the non-U.S. shareholder will incur a 30% tax on capital gains; or

· the gain is effectively connected with the conduct of a trade or business of the non-U.S. Holder in the United States and, if an applicable tax treaty so provides, such gain is attributable to a United States permanent establishment maintained by such holder.

Except to the extent that an applicable tax treaty provides otherwise, a non-U.S. Holder will generally be subject to tax in the same manner as a U.S. Holder with respect to gain realized on the sale, exchange or redemption of debt securities if such gain is effectively connected with the conduct of a trade or business by the non-U.S. Holder in the United States and, if an applicable tax treaty provides, such gain is attributable to a United States permanent establishment maintained by the non-U.S. Holder. In certain circumstances, a non-U.S. Holder that is a corporation will be subject to an additional “branch profits tax” at a 30% rate or, if applicable, a lower treaty rate on such income.

U.S. Federal Estate Tax. Your estate will not be subject to U.S. federal estate tax on the debt securities beneficially owned by you at the time of your death, provided that any payment to you on the debt securities, including OID, would be eligible for exemption from the 30% U.S. federal withholding tax under the “portfolio interest exemption” described above, without regard to the certification requirement.

Information Reporting and Backup Withholding Applicable to Holders of Debt Securities

U.S. Holders

Certain U.S. Holders may be subject to information reporting requirements on payments of principal and interest (including OID) on debt securities and payments of the proceeds of the sale, exchange, or redemption of debt securities, and backup withholding, currently imposed at a rate of 28% (for tax years beginning on or before December 31, 2017 and 24% for tax years beginning after that date), may apply to such payment if the U.S. Holder:

· fails to furnish an accurate taxpayer identification number, or TIN, to the payor in the manner required;

· is notified by the IRS that it has failed to properly report payments of interest or dividends; or

· under certain circumstances, fails to certify, under penalties of perjury, that it has furnished a correct TIN and that it has not been notified by the IRS that it is subject to backup withholding.

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Non-U.S. Holders

A non-U.S. Holder is generally not subject to backup withholding with respect to payments of interest (including OID) on debt securities if it certifies as to its status as a non-U.S. Holder under penalties of perjury or if it otherwise establishes an exemption, provided that neither we nor our paying agent has actual knowledge or reason to know that the non-U.S. Holder is a United States person or that the conditions of any other exemptions are not, in fact, satisfied. Information reporting requirements, however, will apply to payments of interest (including OID) to non-U.S. Holders where such interest is subject to withholding or exempt from United States withholding tax pursuant to a tax treaty. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the non-U.S. Holder resides.

The payment of the proceeds from the disposition of debt securities to or through the United States office of any broker, United States or foreign, will be subject to information reporting and possible backup withholding unless the owner certifies as to its non-United States status under penalties of perjury or otherwise establishes an exemption, provided that the broker does not have actual knowledge or reason to know that the non-U.S. Holder is a United States person or that the conditions of any other exemption are not, in fact, satisfied.

The payment of the proceeds from the disposition of debt securities to or through a non-United States office of a non-United States broker that is not a “United States related person” generally will not be subject to information reporting or backup withholding. For this purpose, a “United States related person” is:

· a controlled foreign corporation for U.S. federal income tax purposes;

· a foreign person 50% or more of whose gross income from all sources for the three-year period ending with the close of its taxable year preceding the payment, or for such part of the period that the broker has been in existence, is derived from activities that are effectively connected with the conduct of a United States trade or business; or

· a foreign partnership that at any time during the partnership’s taxable year is either engaged in the conduct of a trade or business in the United States or of which 50% or more of its income or capital interests are held by United States persons.

In the case of the payment of proceeds from the disposition of debt securities to or through a non-United States office of a broker that is either a United States person or a United States related person, the payment may be subject to information reporting unless the broker has documentary evidence in its files that the owner is a non-U.S. Holder and the broker has no knowledge or reason to know to the contrary. Backup withholding will not apply to payments made through foreign offices of a broker that is a United States person or a United States related person, absent actual knowledge that the payee is a United States person.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a Holder will be allowed as a refund or a credit against such Holder’s U.S. federal income tax liability, provided that the requisite procedures are followed.

Holders of debt securities are urged to consult their tax advisors regarding their qualification for exemption from backup withholding and the procedure for obtaining such an exemption, if applicable.

FATCA Withholding

Payments of interest to a non-U.S. holder will be subject to a 30% withholding tax if the non-U.S. holder fails to provide the withholding agent with documentation sufficient to show that it is compliant with FATCA. Generally such documentation is provided on an executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. If interest is subject to the 30% tax under FATCA, it will not be subject to the 30% tax described above under “Taxation of Non-U.S. Shareholders” and “Taxation of Non-U.S. Holders of Debt Securities.”  Based upon proposed Treasury regulations, which may be relied upon by taxpayers until the final Treasury regulations are issued, the FATCA withholding that was to be effective on January 1, 2019 with respect to payments of the gross proceeds no longer applies. Prospective investors should consult their tax advisors regarding the possible implications of this legislation on their investment in common shares or preferred shares of CubeSmart or debt securities of the Operating Partnership.

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XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Feb. 20, 2019	Jun. 29, 2018
Document and Entity Information
Entity Registrant Name	CubeSmart
Entity Central Index Key	0001298675
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 5,988,953,396
Entity Common Stock, Shares Outstanding		187,160,187
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
ASSETS
Storage properties	$ 4,463,455	$ 4,161,715
Less: Accumulated depreciation	(862,487)	(752,925)
Storage properties, net (including VIE assets of $330,986 and $291,496, respectively)	3,600,968	3,408,790
Cash and cash equivalents	3,764	5,268
Restricted cash	2,718	3,890
Loan procurement costs, net of amortization	963	1,592
Investment in real estate venture, at equity	95,796	91,206
Other assets, net	48,763	34,590
Total assets	3,752,972	3,545,336
LIABILITIES AND EQUITY
Unsecured senior notes, net	1,143,524	1,142,460
Revolving credit facility	195,525	81,700
Unsecured term loans, net	299,799	299,396
Mortgage loans and notes payable, net	108,246	111,434
Accounts payable, accrued expenses and other liabilities	149,914	143,344
Distributions payable	60,627	55,297
Deferred revenue	22,595	21,529
Security deposits	474	486
Total liabilities	1,980,704	1,855,646
Noncontrolling interests in the Operating Partnership	55,819	54,320
Equity
Common shares $.01 par value, 400,000,000 shares authorized, 187,145,103 and 182,215,735 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively	1,871	1,822
Additional paid in capital	2,500,751	2,356,620
Accumulated other comprehensive income	(1,029)	3
Accumulated deficit	(791,915)	(729,311)
Total CubeSmart shareholders' equity	1,709,678	1,629,134
Noncontrolling interests in subsidiaries	6,771	6,236
Total equity	1,716,449	1,635,370
Total liabilities and equity	$ 3,752,972	$ 3,545,336

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Storage properties	$ 3,600,968	$ 3,408,790
Common shares, par value (in dollars per share)	$ 0.01	$ 0.01
Common shares, shares authorized	400,000,000	400,000,000
Common shares, shares issued	187,145,103	182,215,735
Common shares, shares outstanding	187,145,103	182,215,735
VIE
Storage properties	$ 330,986	$ 291,496

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
REVENUES
Rental income									$ 517,535	$ 489,043	$ 449,601
Other property related income									60,156	55,001	50,255
Property management fee income									20,253	14,899	10,183
Total revenues	$ 153,882	$ 153,370	$ 147,815	$ 142,877	$ 143,482	$ 143,865	$ 138,559	$ 133,037	597,944	558,943	510,039
OPERATING EXPENSES
Property operating expenses									196,866	181,508	165,847
Depreciation and amortization									143,350	145,681	161,865
General and administrative									37,712	34,745	32,823
Acquisition related costs										1,294	6,552
Total operating expenses	98,775	93,774	92,915	92,464	87,971	91,586	91,025	92,646	377,928	363,228	367,087
Interest:
Interest expense on loans									(62,132)	(56,952)	(50,399)
Loan procurement amortization expense									(2,313)	(2,638)	(2,577)
Equity in losses of real estate ventures									(865)	(1,386)	(2,662)
Gain from sale of real estate, net									10,576
Other									206	872	1,062
Total other expense									(54,528)	(60,104)	(54,576)
INCOME FROM CONTINUING OPERATIONS									165,488	135,611	88,376
NET INCOME	48,636	43,302	38,751	34,799	39,858	37,709	32,838	25,206	165,488	135,611	88,376
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Noncontrolling interests in the Operating Partnership									(1,820)	(1,593)	(941)
Noncontrolling interest in subsidiaries									221	270	470
NET INCOME ATTRIBUTABLE TO THE COMPANY	$ 48,156	$ 42,900	$ 38,410	$ 34,423	$ 39,547	$ 37,297	$ 32,458	$ 24,986	163,889	134,288	87,905
Distribution to preferred shareholders											(5,045)
Preferred share redemption charge											(2,937)
NET INCOME ATTRIBUTABLE TO THE COMPANY'S COMMON SHAREHOLDERS									$ 163,889	$ 134,288	$ 79,923
Basic earnings per share attributable to common shareholders (in dollars per share)	$ 0.26	$ 0.23	$ 0.21	$ 0.19	$ 0.22	$ 0.21	$ 0.18	$ 0.14	$ 0.89	$ 0.74	$ 0.45
Diluted earnings per share attributable to common shareholders (in dollars per share)	$ 0.26	$ 0.23	$ 0.21	$ 0.19	$ 0.22	$ 0.21	$ 0.18	$ 0.14	$ 0.88	$ 0.74	$ 0.45
Weighted-average basic shares outstanding (in shares)									184,653	180,525	178,246
Weighted-average diluted shares outstanding (in shares)									185,495	181,448	179,533

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
NET INCOME	$ 48,636	$ 43,302	$ 38,751	$ 34,799	$ 39,858	$ 37,709	$ 32,838	$ 25,206	$ 165,488	$ 135,611	$ 88,376
Other comprehensive (loss) income:
Unrealized (losses) gains on interest rate swaps									(979)	195	(1,247)
Reclassification of realized losses (gains) on interest rate swaps									(60)	1,680	4,412
OTHER COMPREHENSIVE (LOSS) INCOME									(1,039)	1,875	3,165
COMPREHENSIVE INCOME									164,449	137,486	91,541
Comprehensive income attributable to noncontrolling interests in the Operating Partnership									(1,814)	(1,615)	(978)
Comprehensive loss attributable to noncontrolling interests in subsidiaries									221	270	470
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY									$ 162,856	$ 136,141	$ 91,033

XML

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total Shareholders' Equity	Common Shares	Preferred Shares	Additional Paid-in Capital	Accumulated Other Comprehensive (Loss) Income	Accumulated Deficit	Noncontrolling Interest in Subsidiaries	Noncontrolling Interests in Operating Partnership	Total
Balance at Dec. 31, 2015	$ 1,643,327	$ 1,747	$ 31	$ 2,231,181	$ (4,978)	$ (584,654)	$ 1,526	$ 66,128	$ 1,644,853
Balance (in shares) at Dec. 31, 2015		174,668	3,100
Increase (Decrease) in Stockholders' Equity
Contributions from noncontrolling interests in subsidiaries							4,799		4,799
Issuance of common shares	136,121	$ 44		136,077					136,121
Issuance of common shares (in shares)		4,408
Issuance of restricted shares	1	$ 1							1
Issuance of restricted shares (in shares)		123
Issuance of OP units								1,500
Conversion from units to shares	4,876	$ 2		4,874				(4,876)	4,876
Conversion from units to shares (in shares)		188
Exercise of stock options	13,283	$ 7		13,276					13,283
Exercise of stock options (in shares)		696
Amortization of restricted shares	1,952			1,952					1,952
Share compensation expense	1,260			1,260					1,260
Adjustment for noncontrolling interest in the Operating Partnership	7,388					7,388		(7,388)	7,388
Net income (loss)	87,905					87,905	(470)		87,435
Net income (loss)								941
Other comprehensive income, net	3,128				3,128			37	3,128
Preferred share distributions	(5,045)					(5,045)			(5,045)
Preferred share redemption	(77,574)		$ (31)	(74,606)		(2,937)			(77,574)
Preferred share redemption (in shares)			(3,100)
Common share distributions	(161,240)					(161,240)		(1,935)	(161,240)
Balance at Dec. 31, 2016	1,655,382	$ 1,801		2,314,014	(1,850)	(658,583)	5,855	54,407	1,661,237
Balance (in shares) at Dec. 31, 2016		180,083
Increase (Decrease) in Stockholders' Equity
Contributions from noncontrolling interests in subsidiaries							1,058		1,058
Acquisition of noncontrolling interest in subsidiary	(8,626)			(8,626)			(407)		(9,033)
Issuance of common shares	29,642	$ 10		29,632					29,642
Issuance of common shares (in shares)		1,036
Issuance of restricted shares	1	$ 1							1
Issuance of restricted shares (in shares)		106
Issuance of OP units								12,324
Conversion from units to shares	15,706	$ 6		15,700				(15,706)	15,706
Conversion from units to shares (in shares)		594
Exercise of stock options	2,364	$ 4		2,360					2,364
Exercise of stock options (in shares)		397
Amortization of restricted shares	2,009			2,009					2,009
Share compensation expense	1,531			1,531					1,531
Adjustment for noncontrolling interest in the Operating Partnership	(3,965)					(3,965)		3,965	(3,965)
Net income (loss)	134,288					134,288	(270)		134,018
Net income (loss)								1,593
Other comprehensive income, net	1,853				1,853			22	1,853
Common share distributions	(201,051)					(201,051)		(2,285)	(201,051)
Balance at Dec. 31, 2017	1,629,134	$ 1,822		2,356,620	3	(729,311)	6,236	54,320	1,635,370
Balance (in shares) at Dec. 31, 2017		182,216
Balance of Noncontrolling Interests in the Operating Partnership at Dec. 31, 2017									54,320
Increase (Decrease) in Stockholders' Equity
Contributions from noncontrolling interests in subsidiaries							925		925
Distributions to noncontrolling interests in subsidiaries							(169)		(169)
Issuance of common shares	131,829	$ 43		131,786					131,829
Issuance of common shares (in shares)		4,291
Issuance of restricted shares	1	$ 1							1
Issuance of restricted shares (in shares)		86
Issuance of OP units								6,242
Conversion from units to shares	4,404	$ 1		4,403				(4,404)	4,404
Conversion from units to shares (in shares)		147
Exercise of stock options	3,835	$ 4		3,831					3,835
Exercise of stock options (in shares)		405
Amortization of restricted shares	2,570			2,570					2,570
Share compensation expense	1,541			1,541					1,541
Adjustment for noncontrolling interest in the Operating Partnership	(299)					(299)		299	(299)
Net income (loss)	163,889					163,889	(221)	1,820	163,668
Other comprehensive income, net	(627)				(1,032)	405		(6)	(627)
Common share distributions	(226,599)					(226,599)		(2,452)	(226,599)
Balance at Dec. 31, 2018	$ 1,709,678	$ 1,871		$ 2,500,751	$ (1,029)	$ (791,915)	$ 6,771	$ 55,819	1,716,449
Balance (in shares) at Dec. 31, 2018		187,145
Balance of Noncontrolling Interests in the Operating Partnership at Dec. 31, 2018									$ 55,819

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Operating Activities
Net income	$ 165,488	$ 135,611	$ 88,376
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	145,663	148,319	164,442
Equity in losses of real estate ventures	865	1,386	2,662
Gain from sale of real estate, net	(10,576)
Equity compensation expense	5,572	5,586	4,850
Accretion of fair market value adjustment of debt	(735)	(559)	(1,138)
Changes in other operating accounts:
Other assets	(4,937)	(10,429)	(5,229)
Accounts payable and accrued expenses	2,653	10,846	7,862
Other liabilities	342	1,154	1,449
Net cash provided by operating activities	304,335	291,914	263,274
Investing Activities
Acquisitions of storage facilities	(214,510)	(69,629)	(388,641)
Additions and improvements to storage facilities	(27,626)	(27,378)	(29,672)
Development costs	(86,002)	(68,778)	(136,912)
Investment in real estate ventures, at equity	(19,216)	(301)	(12,176)
Cash distributed from real estate ventures	8,706	15,783	8,113
Proceeds from sale of real estate, net	16,389
Net cash used in investing activities	(322,259)	(150,303)	(559,288)
Proceeds from:
Unsecured senior notes		103,192	298,512
Revolving credit facility	679,535	628,400	958,200
Principal payments on:
Revolving credit facility	(565,710)	(590,000)	(914,900)
Unsecured term loans		(100,000)
Mortgage loans and notes payable	(9,816)	(8,666)	(37,260)
Loan procurement costs		(953)	(2,467)
Acquisition of noncontrolling interest in subsidiary		(9,033)
Proceeds from issuance of common shares, net	131,830	29,643	136,122
Cash paid upon vesting of restricted shares	(1,461)	(2,046)	(1,638)
Redemption of preferred shares			(77,574)
Exercise of stock options	3,835	2,364	13,283
Contributions from noncontrolling interests in subsidiaries	925	1,058	4,799
Distributions paid to noncontrolling interests in subsidiaries	(169)
Distributions paid to common shareholders	(221,328)	(195,006)	(149,280)
Distributions paid to preferred shareholders			(6,545)
Distributions paid to noncontrolling interests in Operating Partnership	(2,393)	(2,272)	(1,841)
Net cash provided by (used in) financing activities	15,248	(143,319)	219,411
Change in cash, cash equivalents, and restricted cash	(2,676)	(1,708)	(76,603)
Cash, cash equivalents, and restricted cash at beginning of period	9,158	10,866	87,469
Cash, cash equivalents, and restricted cash at end of period	6,482	9,158	10,866
Supplemental Cash Flow and Noncash Information
Cash paid for interest, net of interest capitalized	66,829	63,407	53,085
Supplemental disclosure of noncash activities:
Restricted cash - acquisition of storage facilities			(22,019)
Accretion of put liability	24,747	35,122	31,426
Derivative valuation adjustment	(633)	1,875	3,165
Discount on issuance of unsecured senior notes			1,488
Mortgage loan assumptions	7,166	6,201	41,513
Preferred share redemption			$ 2,863
Issuance of OP units	$ 6,242	12,324
Liability for acquisition of storage property		1,470
Consolidation of real estate venture		$ 9,400

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ORGANIZATION AND NATURE OF OPERATIONS

12 Months Ended

Dec. 31, 2018

ORGANIZATION AND NATURE OF OPERATIONS

ORGANIZATION AND NATURE OF OPERATIONS

1.  ORGANIZATION AND NATURE OF OPERATIONS

CubeSmart (the “Parent Company”) operates as a self-managed and self-administered real estate investment trust (“REIT”) with its operations conducted solely through CubeSmart, L.P. and its subsidiaries.  CubeSmart, L.P., a Delaware limited partnership (the “Operating Partnership”), operates through an umbrella partnership structure, with the Parent Company, a Maryland REIT, as its sole general partner.  In the notes to the consolidated financial statements, we use the terms the “Company”, “we”, or “our” to refer to the Parent Company and the Operating Partnership together, unless the context indicates otherwise.  As of December 31, 2018, the Company owned self-storage properties located in 23 states throughout the United States and in the District of Columbia which are presented under one reportable segment: the Company owns, operates, develops, manages, and acquires self-storage properties.

As of December 31, 2018, the Parent Company owned approximately 99.0% of the partnership interests (“OP Units”) of the Operating Partnership.  The remaining OP Units, consisting exclusively of limited partner interests, are held by persons who contributed their interests in properties to us in exchange for OP Units.  Under the partnership agreement, these persons have the right to tender their OP Units for redemption to the Operating Partnership at any time following a specified restricted period for cash equal to the fair value of an equivalent number of common shares of the Parent Company.  In lieu of delivering cash, however, the Parent Company, as the Operating Partnership’s general partner, may, at its option, choose to acquire any OP Units so tendered by issuing common shares in exchange for the tendered OP Units.  If the Parent Company so chooses, its common shares will be exchanged for OP Units on a one-for-one basis.  This one-for-one exchange ratio is subject to adjustment to prevent dilution.  With each such exchange or redemption, the Parent Company’s percentage ownership in the Operating Partnership will increase.  In addition, whenever the Parent Company issues common or other classes of its shares, it contributes the net proceeds it receives from the issuance to the Operating Partnership and the Operating Partnership issues to the Parent Company an equal number of OP Units or other partnership interests having preferences and rights that mirror the preferences and rights of the shares issued.  This structure is commonly referred to as an umbrella partnership REIT or “UPREIT”.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

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

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

Noncontrolling Interests

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

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

The consolidated results of the Company include results attributable to units of the Operating Partnership that are not owned by the Company.  These interests were issued in the form of OP units and were a component of the consideration the Company paid to acquire certain self-storage properties.  Limited partners who acquired OP units have the right to require the Operating Partnership to redeem part or all of their OP units for, at the Company’s option, an equivalent number of common shares of the Company or cash based upon the fair value of an equivalent number of common shares of the Company.  However, the operating agreement contains certain circumstances that could result in a net cash settlement outside the control of the Company, as the Company does not have the ability to settle in unregistered shares.  Accordingly, consistent with the guidance discussed above, the Company will continue to record these noncontrolling interests outside of permanent equity in the consolidated balance sheets.  Net income or loss related to these noncontrolling interests is excluded from net income or loss in the consolidated statements of operations.  The Company has adjusted the carrying value of its noncontrolling interests subject to redemption value to the extent applicable.  Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interests, the Operating Partnership reflected these interests at their redemption value as of December 31, 2018, as the estimated redemption value exceeded their carrying value. The Operating Partnership recorded an increase to OP Units owned by third parties and a corresponding decrease to capital of $0.3 million as of December 31, 2018.  Disclosure of such redemption provisions is provided in note 12.

Estimates

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

Self-Storage Properties

Self-storage properties are carried at historical cost less accumulated depreciation and impairment losses.  The cost of self-storage properties reflects their purchase price or development cost.  Acquisition costs are accounted for in accordance with Accounting Standard Update (“ASU”) No. 2017-01 - Business Combinations (Topic 805): Clarifying the Definition of a Business, which was adopted on January 1, 2018 (see section entitled Recent Accounting Pronouncements”), and are generally capitalized. Costs incurred for the renovation of a store are capitalized to the Company’s investment in that store.  Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.  The costs to develop self-storage properties are capitalized to construction in progress while the project is under development.

Purchase Price Allocation

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

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

Depreciation and Amortization

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

Impairment of Long-Lived Assets

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

Long-Lived Assets Held for Sale

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

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

Cash and Cash Equivalents

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

Restricted Cash

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

Loan Procurement Costs

Loan procurement costs related to borrowings were $21.5 million and $21.4 million as of December 31, 2018 and 2017, respectively, and are reported net of accumulated amortization of $13.4 million and $11.1 million as of December 31, 2018 and 2017, respectively. In accordance with ASU No. 2015-03, Loan procurement costs, net are presented as a direct deduction from the carrying amount of the related debt liability. If there is not an associated debt liability recorded on the consolidated balance sheets, the costs are recorded as an asset net of accumulated amortization. Loan procurement costs associated with the Company’s revolving credit facility remain in Loan procurement costs, net of amortization on the Company’s consolidated balance sheets. The costs are amortized over the estimated life of the related debt using the effective interest method and are reported as Loan procurement amortization expense on the Company’s consolidated statements of operations.

Other Assets

Other assets are comprised of the following as of December 31, 2018 and 2017 (in thousands):

	December 31,
	2018		2017
Intangible assets, net of accumulated amortization of $3,124 and $1,532	$	8,145	$	1,716
Accounts receivable		5,672		5,498
Prepaid real estate taxes		4,406		3,960
Prepaid insurance		1,479		2,105
Amounts due from affiliates (see note 13)		10,584		7,480
Assets held in trust related to deferred compensation arrangements		9,645		9,393
Equity investment recorded at cost (1)		5,000		—
Other		3,832		4,438
Total other assets, net	$	48,763	$	34,590

(1) On September 5, 2018, the Company invested $5.0 million in exchange for 100% of the Class A Preferred Units of Capital Storage Partners, LLC, a newly formed venture that acquired 22 self-storage properties located in Florida (4), Oklahoma (5), and Texas (13). The Class A Preferred Units earn an 11% cumulative dividend prior to any other distributions. The Company’s investment in Capital Storage and the related dividends are included in Other assets, net on the Company’s consolidated balance sheets and in Other income on the Company’s consolidated statements of operations, respectively.

Environmental Costs

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

Revenue Recognition

Management has determined that all of our leases are operating leases.  Rental income is recognized in accordance with the terms of the leases, which generally are month to month.  Property management fee income is recognized monthly as services are performed and in accordance with the terms of the related management agreements.

The Company recognizes gains from sale of real estate in accordance with the guidance on transfer of nonfinancial assets.  Payments received from purchasers prior to closing are recorded as deposits.  Profit on real estate sold is recognized when a valid contract exists, the collectability of the sales price is reasonably assured and the control of the property has transferred.

Advertising and Marketing Costs

The Company incurs advertising and marketing costs primarily attributable to internet marketing and other media advertisements.  The Company incurred $10.3 million, $9.7 million, and $9.4 million in advertising and marketing expenses for the years ended December 31, 2018, 2017 and 2016, respectively, which are included in Property operating expenses on the Company’s consolidated statements of operations.

Equity Offering Costs

Underwriting discounts and commissions, financial advisory fees and offering costs are reflected as a reduction to additional paid-in capital.  For the years ended December 31, 2018,  2017 and 2016, the Company recognized $1.6 million, $0.6 million, and $1.6 million, respectively, of equity offering costs related to the issuance of common shares.

Other Property Related Income

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

Capitalized Interest

The Company capitalizes interest incurred that is directly associated with construction activities until the asset is placed into service.  Interest is capitalized to the related asset(s) using the weighted-average rate of the Company’s outstanding debt. For the years ended December 31, 2018, 2017 and 2016, the Company capitalized $4.4 million, $5.6 million, and $4.6 million, respectively, of interest incurred that is directly associated with construction activities.

Derivative Financial Instruments

The Company carries all derivatives on the balance sheet at fair value.  The Company determines the fair value of derivatives by observable prices that are based on inputs not quoted on active markets, but corroborated by market data.  The accounting for changes in the fair value of a derivative instrument depends on whether the derivative has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it.  The Company’s use of derivative instruments has been limited to cash flow hedges of certain interest rate risks.  The Company had interest rate swap agreements for notional principal amounts aggregating $150.0 million and $100.0 million as of December 31, 2018 and 2017, respectively, the fair values of which are included in Accounts payable, accrued expenses and other liabilities on the Company’s consolidated balance sheets.

Income Taxes

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

Earnings and profits, which determine the taxability of distributions to shareholders, differ from net income reported for financial reporting purposes due to differences in cost basis, the estimated useful lives used to compute depreciation, and the allocation of net income and loss for financial versus tax reporting purposes.  The net tax basis in the Company’s assets was approximately $3.6 billion and $3.4 billion as of December 31, 2018 and 2017, respectively.

Distributions to shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital.  Annually, the Company provides each of its shareholders a statement detailing the tax characterization of dividends paid during the preceding year as ordinary income, capital gain, or return of capital.  The characterization of the Company’s dividends for 2018 consisted of a 78.190% ordinary income distribution, a 13.653% capital gain distribution, and an 8.157% return of capital distribution from earnings and profits.

The Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits.  The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Company’s ordinary income, (b) 95% of the Company’s net capital gains, and (c) 100% of prior taxable income exceeds cash distributions and certain taxes paid by the Company.  No excise tax was incurred in 2018, 2017, or 2016.

Taxable REIT subsidiaries are subject to federal and state income taxes.  Our taxable REIT subsidiaries had a net deferred tax asset related to expenses which are deductible for tax purposes in future periods of $1.4 million as of December 31, 2018 and 2017.

Legislation commonly known as the Tax Cuts and Jobs Act (“TCJA”) was signed into law on December 22, 2017.  The TCJA made significant changes to the U.S. federal income tax rules for taxation of individuals and corporations (including REITs), generally effective for taxable years beginning after December 31, 2017.

Earnings per Share and Unit

Basic earnings per share and unit are calculated based on the weighted average number of common shares and restricted shares outstanding during the period.  Diluted earnings per share and unit is calculated by further adjusting for the dilutive impact of share options, unvested restricted shares and contingently issuable shares outstanding during the period using the treasury stock method.  Potentially dilutive securities calculated under the treasury stock method were 842,000; 923,000 and 1,287,000 in 2018, 2017 and 2016, respectively.    

Share-Based Payments

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

Investments in Unconsolidated Real Estate Ventures

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

Reclassifications

On January 1, 2018, the Company adopted ASU No. 2016-15: Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments, which requires retrospective application for a number of cash flow classification items for which there was diversity in practice. See Recent Accounting Pronouncements below for the specific cash flow areas addressed by the new standard. As a result of adopting the new guidance, $1.6 million and $1.3 million of proceeds received from the settlement of insurance claims during the years ended December 31, 2017 and 2016, respectively, have been reclassified from operating activities to investing activities within the consolidated statements of cash flows.

On January 1, 2018, the Company also adopted ASU No. 2016-18: Statement of Cash Flows (Topic 230) – Restricted Cash, which requires restricted cash to be included with cash and cash equivalents as part of the reconciliation of beginning and end of period balances within the consolidated statements of cash flows. As a result of adopting the new guidance, $0.1 million and $4.1 million of restricted cash, which were previously included as operating cash outflows and investing cash inflows within the consolidated statements of cash flows for the year ended December 31, 2017, respectively, have been removed and are now included in the cash, cash equivalents, and restricted cash line items at the beginning and the end of the year. For the year ended December 31, 2016, $0.6 million and $16.1 million of restricted cash, which were previously included as operating cash inflows and investing cash inflows, respectively, have been removed and are now included in the cash, cash equivalents, and restricted cash line items at the beginning and the end of the year.

Recent Accounting Pronouncements

In August 2017, the FASB issued ASU No. 2017-12 – Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The transition guidance provides companies with the option of early adopting the new standard using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. This adoption method will require the Company to recognize the cumulative effect of initially applying the new guidance as an adjustment to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that the Company adopts the update. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In February 2017, as part of the new revenue standard, the FASB issued ASU No. 2017-05 – Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance, which focuses on recognizing gains and losses from the transfer of nonfinancial assets in contracts with non-customers. Specifically, the new guidance defines “in substance nonfinancial asset”, unifies guidance related to partial sales of nonfinancial assets, eliminates rules specifically addressing sales of real estate, removes exceptions to the financial asset derecognition model, and clarifies the accounting for contributions of nonfinancial assets to joint ventures. The new guidance became effective on January 1, 2018 when the Company adopted the new revenue standard. Upon adoption, the majority of the Company’s sale transactions are now treated as dispositions of nonfinancial assets rather than dispositions of a business given the FASB’s recently revised definition of a business (see ASU No. 2017-01 below). Additionally, in partial sale transactions where the Company sells a controlling interest in real estate but retains a noncontrolling interest, the Company will now fully recognize a gain or loss on the fair value measurement of the retained interest as the new guidance eliminates the partial profit recognition model. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations.

In January 2017, the FASB issued ASU No. 2017-01 - Business Combinations (Topic 805): Clarifying the Definition of a Business, which changes the definition of a business to include an input and a substantive process that together significantly contribute to the ability to create outputs. A framework is provided to evaluate when an input and a substantive process are present.  The new guidance also narrows the definition of outputs, which are defined as the results of inputs and substantive processes that provide goods or services to customers, other revenue, or investment income. The standard became effective on January 1, 2018. Upon adoption of the new guidance, the majority of the Company’s future property acquisitions will now be considered asset acquisitions, resulting in the capitalization of acquisition related costs incurred in connection with these transactions and the allocation of purchase price and acquisition related costs to the assets acquired based on their relative fair values. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations.

In November 2016, the FASB issued ASU No. 2016-18 - Statement of Cash Flows (Topic 230): Restricted Cash, which requires the statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The new guidance also requires entities to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. The standard became effective on January 1, 2018 and requires the use of the retrospective transition method. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements as the update primarily relates to financial statement presentation and disclosures.

In August 2016, the FASB issued ASU No. 2016-15 – Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The eight items that the ASU provides classification guidance on include (1) debt prepayment and extinguishment costs, (2) settlement of zero-coupon debt instruments, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (6) distributions received from equity method investments, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows and application of the predominance principle. The standard became effective on January 1, 2018 and requires the use of the retrospective transition method. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements as the update primarily relates to financial statement presentation and disclosures.

In February 2016, the FASB issued ASU No. 2016-02 - Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification.  Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The Company adopted the standard on January 1, 2019, the date it became effective for public companies, using the modified retrospective approach. Upon adoption, the Company elected the package of practical expedients permitted within the standard, which among other things, allows for the carryforward of historical lease classification. In addition, the Company elected the practical expedient that allows reporting entities to use hindsight to determine the lease term for existing leases. The Company expects to record lease liabilities of approximately $55.0 million and right-of-use assets of approximately $50.0 million, primarily related to the Company’s ten ground leases in which it serves as lessee (see note 14).

In May 2014, the FASB issued ASU No. 2014-09 - Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The new guidance outlines a five-step process for customer contract revenue recognition that focuses on transfer of control as opposed to transfer of risk and rewards. The new guidance also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from contracts with customers. In May 2016, the FASB issued ASU No. 2016-12 - Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which amends ASU No. 2014-09 and is intended to address implementation issues that were raised by stakeholders. ASU No. 2016-12 provides practical expedients on collectability, noncash consideration, presentation of sales tax and contract modifications and completed contracts in transition. Both standards became effective on January 1, 2018. The Company finalized the impact of the adoption of ASU No. 2014-09 and ASU No. 2016-12 on the Company’s consolidated financial statements and related disclosures and adopted the standards using the modified retrospective transition method. The standards did not have a material impact on the Company’s consolidated statements of financial position or results of operations primarily because most of its revenue is derived from lease contracts, which are excluded from the scope of the new guidance. The Company’s insurance fee revenue, property management fee revenue, and merchandise sale revenue are included in the scope of the new guidance, however, the Company identified similar performance obligations under this standard as compared with deliverables and separate units of account identified under its previous revenue recognition methodology. Accordingly, revenue recognized under the new guidance does not differ materially from revenue recognized under previous guidance and there is no material prior year impact.

Concentration of Credit Risk

The Company’s stores are located in major metropolitan and rural areas and have numerous customers per store.  No single customer represents a significant concentration of our revenues. The stores in Florida, New York, Texas, and California provided approximately 17%,  16%,  10% and 8%, respectively, of our total revenues for each of the years ended December 31, 2018, 2017 and 2016. 

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STORAGE PROPERTIES

12 Months Ended

Dec. 31, 2018

STORAGE PROPERTIES

STORAGE FACILITIES

3.  STORAGE PROPERTIES

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

	December 31,
	2018		2017
	(in thousands)
Land	$	806,916	$	711,140
Buildings and improvements		3,343,173		3,086,252
Equipment		176,583		182,958
Construction in progress		136,783		181,365
Storage properties		4,463,455		4,161,715
Less: Accumulated depreciation		(862,487)		(752,925)
Storage properties, net	$	3,600,968	$	3,408,790

The following table summarizes the Company’s acquisition and disposition activity for the years ended December 31, 2018,  2017, and 2016:

			Number of	Purchase / Sale Price
Asset/Portfolio	Market	Transaction Date	Stores	(in thousands)
2018 Acquisitions:
Texas Asset	Texas Markets - Major	January 2018	1	$	12,200
Texas Asset	Texas Markets - Major	May 2018	1		19,000
Metro DC Asset	Baltimore / DC	July 2018	1		34,200
Nevada Asset	Las Vegas	September 2018	1		14,350
North Carolina Asset	Charlotte	September 2018	1		11,000
California Asset	Los Angeles	October 2018	1		53,250
Texas Asset	Texas Markets - Major	October 2018	1		23,150
California Asset	San Diego	November 2018	1		19,118
New York Asset	New York / Northern NJ	November 2018	1		37,000
Illinois Asset	Chicago	December 2018	1		4,250
			10	$	227,518
2018 Dispositions:
Arizona Assets	Phoenix	November 2018	2	$	17,502
			2	$	17,502
2017 Acquisitions:
Illinois Asset	Chicago	April 2017	1	$	11,200
Maryland Asset	Baltimore / DC	May 2017	1		18,200
California Asset	Sacramento	May 2017	1		3,650
Texas Asset	Texas Markets - Major	October 2017	1		4,050
Florida Asset	Florida Markets - Other	October 2017	1		14,500
Illinois Asset	Chicago	November 2017	1		11,300
Florida Asset	Florida Markets - Other	December 2017	1		17,750
			7	$	80,650
2016 Acquisitions:
Metro DC Asset	Baltimore / DC	January 2016	1	$	21,000
Texas Assets	Texas Markets - Major	January 2016	2		24,800
New York Asset	New York / Northern NJ	January 2016	1		48,500
Texas Asset	Texas Markets - Major	January 2016	1		11,600
Connecticut Asset	Connecticut	February 2016	1		19,000
Texas Asset	Texas Markets - Major	March 2016	1		11,600
Florida Assets	Florida Markets - Other	March 2016	3		47,925
Colorado Asset	Denver	April 2016	1		11,350
Texas Asset	Texas Markets - Major	April 2016	1		11,600
Texas Asset	Texas Markets - Major	May 2016	1		10,100
Texas Asset	Texas Markets - Major	May 2016	1		10,800
Illinois Asset	Chicago	May 2016	1		12,350
Illinois Asset	Chicago	May 2016	1		16,000
Massachusetts Asset	Massachusetts	June 2016	1		14,300
Nevada Assets	Las Vegas	July 2016	2		23,200
Arizona Asset	Phoenix	August 2016	1		14,525
Minnesota Asset	Minneapolis	August 2016	1		15,150
Colorado Asset	Denver	August 2016	1		15,600
Texas Asset	Texas Markets - Major	September 2016	1		6,100
Texas Asset	Texas Markets - Major	September 2016	1		5,300
Nevada Asset	Las Vegas	October 2016	1		13,250
North Carolina Asset	Charlotte	November 2016	1		10,600
Arizona Asset	Phoenix	November 2016	1		14,000
Nevada Asset	Las Vegas	December 2016	1		14,900
			28	$	403,550

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INVESTMENT ACTIVITY

12 Months Ended

Dec. 31, 2018

INVESTMENT ACTIVITY

INVESTMENT ACTIVITY

4.  INVESTMENT ACTIVITY

2018 Acquisitions

During the year ended December 31, 2018, the Company acquired ten stores located throughout the United States, including one store upon completion of construction and the issuance of a certificate of occupancy, for an aggregate purchase price of approximately $227.5 million. In connection with these acquisitions, the Company allocated a portion of the purchase price to the tangible and intangible assets acquired based on fair value. Intangible assets consist of in-place leases, which aggregated $11.3 million at the time of the acquisitions and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during 2018 was approximately $3.1 million. In connection with one of the acquired stores, the Company assumed a $7.2 million mortgage loan that was immediately repaid by the Company. The remainder of the purchase price was funded with $0.2 million of cash and $4.8 million through the issuance of 168,011 OP Units (see note 12). Following a 13-month lock-up period, the holder may tender the OP Units for redemption by the Operating Partnership for a cash amount per OP Unit equal to the market value of an equivalent number of common shares of the Company. The Company has the right, but not the obligation, to assume and satisfy the redemption obligation of the Operating Partnership by issuing one common share in exchange for each OP Unit tendered for redemption. 

The following table summarizes the Company’s revenue and earnings associated with the 2018 acquisitions from the respective acquisition dates, that are included in the consolidated statements of operations for the year ended December 31, 2018:

	Year Ended December 31, 2018
	(in thousands)
Total revenue	$	4,089
Net loss		(2,732)

2018 Dispositions

On November 28, 2018, the Company sold two stores in Arizona for an aggregate sales price of approximately $17.5 million. In connection with these sales, the Company recorded gains that totaled approximately $10.6 million.

Development

As of December 31, 2018, the Company had invested in joint ventures to develop six self-storage properties located in Massachusetts (2) New Jersey (1), and New York (3). Construction for all projects is expected to be completed by the second quarter of 2020. As of December 31, 2018, development costs incurred to date for these projects totaled $118.6 million. Total construction costs for these projects are expected to be $162.7 million. These costs are capitalized to construction in progress while the projects are under development and are reflected in Storage properties on the Company’s consolidated balance sheets.

The Company has completed the construction and opened for operation the following stores since January 1, 2016. The costs associated with the construction of these stores are capitalized to land, building, and improvements as well as equipment and are reflected in Storage properties on the Company’s consolidated balance sheets.

			CubeSmart
	Number of		Ownership	Total
Store Location	Stores	Date Opened	Interest	Construction Costs
				(in thousands)
Bronx, NY	1	Q3 2018	51%	$	92,100
Brooklyn, NY (1)	1	Q4 2017	100%		49,300
Washington, D.C.	1	Q3 2017	100%		27,800
New York, NY	1	Q3 2017	90%		81,200
North Palm Beach, FL	1	Q1 2017	100%		9,700
Bronx, NY (1) (2)	1	Q2 2016	100%		32,200
Queens, NY (1)	1	Q1 2016	100%		31,800
	7			$	324,100

(1) These stores were previously owned through three separate consolidated joint ventures, of which the Company owned a 51% interest in each. On April 5, 2016, the noncontrolling member in the venture that owned the Queens, NY store put its 49% interest in the venture to the Company for $12.5 million. On August 12, 2016, the noncontrolling member in the venture that owned the Bronx, NY store put its 49% interest in the venture to the Company for $17.0 million. On March 28, 2018, the noncontrolling member in the venture that owned the Brooklyn, NY store put its 49% interest in the venture to the Company for $20.4 million. These amounts are included in Development costs on the Company’s consolidated statements of cash flows.

(2) This store is subject to a ground lease.

During the fourth quarter of 2015, the Company, through a joint venture in which the Company owned a 90% interest and that it previously consolidated, completed the construction and opened for operation a store located in Brooklyn, NY. On June 2, 2017, the Company acquired the noncontrolling member’s 10% interest in the venture for $9.0 million.  Prior to this transaction, the noncontrolling member’s interest was reported in Noncontrolling interests in subsidiaries on the consolidated balance sheets. Since the Company retained its controlling interest in the joint venture and the store is now wholly owned, this transaction was accounted for as an equity transaction. The carrying amount of the noncontrolling interest was reduced to zero to reflect the purchase, and the $8.6 million difference between the purchase price paid by the Company and the carrying amount of the noncontrolling interest was recorded as an adjustment to equity attributable to the Company.  In conjunction with the Company’s acquisition of the noncontrolling interest, the $9.8 million related party loan extended by the Company to the venture during the construction period was repaid in full.

2017 Acquisitions

During the year ended December 31, 2017, the Company acquired six stores located throughout the United States, including two stores upon completion of construction and the issuance of a certificate of occupancy, for an aggregate purchase price of approximately $69.5 million. In connection with these acquisitions, the Company allocated a portion of the purchase price to the tangible and intangible assets acquired based on fair value. Intangible assets consist of in-place leases, which aggregated $3.2 million at the time of the acquisitions and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during the years ended December 31, 2018 and 2017 was approximately $1.7 and $1.5 million, respectively. In connection with one of the acquired stores, the Company assumed mortgage debt that was recorded at a fair value of $6.2 million, which fair value includes an outstanding principal balance totaling $5.9 million and a net premium of $0.3 million to reflect the estimated fair value of the debt at the time of assumption. As part of the acquisition of that same store, the Company issued OP Units that were valued at approximately $12.3 million as consideration for the remainder of the purchase price (see note 12).

During the year ended December 31, 2017, the Company also acquired a store in Illinois upon completion of construction and the issuance of a certificate of occupancy for $11.2 million. The purchase price was satisfied with $9.7 million of cash and 58,400 newly created Class C OP Units. Each Class C OP Unit had a stated value of $25 and an annual distribution rate of 3% of the stated value. On July 23, 2018, all of the Class C OP Units were exchanged for an aggregate of 46,322 common units of the Operating Partnership. Because the Class C OP Units represented an unconditional obligation that the Company settled by issuing a variable number of its common shares with a monetary value that was known at inception, the Class C OP Units were classified as a liability in Accounts payable, accrued expenses and other liabilities on the Company’s consolidated balance sheets prior to redemption.

2016 Acquisitions

During the year ended December 31, 2016, the Company acquired 28 stores, including three stores upon completion of construction and the issuance of a certificate of occupancy, located throughout the United States for an aggregate purchase price of approximately $403.6 million. In connection with these acquisitions, the Company allocated a portion of the purchase price to the tangible and intangible assets acquired based on fair value. Intangible assets consist of in-place leases, which aggregated $18.8 million at the time of the acquisitions and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during the years ended December 31, 2017 and 2016 was approximately $8.3 million and $10.5 million, respectively. In connection with one of the acquired stores, the Company assumed mortgage debt that was recorded at a fair value of $6.5 million, which fair value includes an outstanding principal balance totaling $6.3 million and a net premium of $0.2 million to reflect the estimated fair value of the debt at the time of assumption.

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

12 Months Ended

Dec. 31, 2018

INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

5. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

191 IV CUBE LLC (“HVP IV”)

On October 16, 2017, the Company acquired a self-storage property located in Texas for $9.4 million, which it then contributed to a newly-formed real estate venture on November 1, 2017.In return for contributing the property to HVP IV, the Company received approximately $7.5 million in cash and a 20% ownership interest in the venture. During the year ended December 31, 2018, HVP IV acquired 12 additional stores located in Arizona (2), Connecticut (2), Florida (3), Georgia (2), Maryland (1), and Texas (2) for an aggregate purchase price of $129.4 million, of which the Company has contributed $14.1 million. On May 16, 2018 and August 15, 2018, HVP IV received $43.7 million and $24.4 million advances, respectively, on its $107.0 million loan facility, which encumbers the first eleven stores that were acquired by the venture. The loan bears interest at LIBOR plus 1.70% and matures on May 16, 2021 with options to extend the maturity date through May 16, 2023, subject to satisfaction of certain conditions and payment of the extension fees as stipulated in the loan agreement.

CUBE HHF Northeast Venture LLC (“HHFNE”)

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

191 III CUBE LLC (“HVP III”)

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

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

CUBE HHF Limited Partnership (“HHF”)

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

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

The amounts reflected in the following table are based on the historical financial information of the Ventures. The following is a summary of the financial position of the Ventures as of December 31, 2018 and 2017 (in thousands):

	December 31,
	2018		2017
Assets
Storage properties, net	$	741,209	$	647,668
Other assets		16,042		8,284
Total assets	$	757,251	$	655,952
Liabilities and equity
Other liabilities	$	7,911	$	6,853
Debt		413,848		346,475
Equity
CubeSmart		95,796		91,206
Joint venture partners		239,696		211,418
Total liabilities and equity	$	757,251	$	655,952

The following is a summary of results of operations of the Ventures for the years ended December 31, 2018,  2017 and 2016 (in thousands):

	Year ended December 31,
	2018		2017		2016
Total revenues	$	90,111	$	81,058	$	64,931
Operating expenses		37,899		33,922		26,150
Other expense		938		783		3,750
Interest expense, net		13,311		11,703		9,432
Depreciation and amortization		41,972		45,086		53,701
Net loss	$	(4,009)	$	(10,436)	$	(28,102)
Company’s share of net loss	$	(865)	$	(1,386)	$	(2,662)

The results of operations above include the periods from November 1, 2017 (date of acquisition) through December 31, 2018 for HVP IV and December 15, 2016 (date of acquisition) through December 31, 2018 for HHFNE.

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UNSECURED SENIOR NOTES

12 Months Ended

Dec. 31, 2018

UNSECURED SENIOR NOTES

UNSECURED SENIOR NOTES

6.  UNSECURED SENIOR NOTES

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

	December 31,				Effective		Issuance	Maturity
Unsecured Senior Notes	2018		2017		Interest Rate		Date	Date
	(in thousands)
$250M 4.800% Guaranteed Notes due 2022	$	250,000	$	250,000	4.82	%	Jun-12	Jul-22
$300M 4.375% Guaranteed Notes due 2023 (1)		300,000		300,000	4.33	%	Various (1)	Dec-23
$300M 4.000% Guaranteed Notes due 2025 (2)		300,000		300,000	3.99	%	Various (2)	Nov-25
$300M 3.125% Guaranteed Notes due 2026		300,000		300,000	3.18	%	Aug-16	Sep-26
Principal balance outstanding		1,150,000		1,150,000
Less: Discount on issuance of unsecured senior notes, net		(568)		(617)
Less: Loan procurement costs, net		(5,908)		(6,923)
Total unsecured senior notes, net	$	1,143,524	$	1,142,460

(1) On April 4, 2017, the Operating Partnership issued $50.0 million of its 4.375% senior notes due 2023, which are part of the same series as the $250.0 million principal amount of the Operating Partnership’s 4.375% senior notes due December 15, 2023 issued on December 17, 2013.  The $50.0 million and $250.0 million tranches were priced at 105.040% and 98.995%, respectively, of the principal amount to yield 3.495% and 4.501%, respectively, to maturity.  The combined weighted-average effective interest rate of the 2023 notes is 4.330%.

(2) On April 4, 2017, the Operating Partnership issued $50.0 million of its 4.000% senior notes due 2025, which are part of the same series as the $250.0 million principal amount of the Operating Partnership’s 4.000% senior notes due November 15, 2025 issued on October 26, 2015.  The $50.0 million and $250.0 million tranches were priced at 101.343% and 99.735%, respectively, of the principal amount to yield 3.811% and 4.032%, respectively, to maturity.  The combined weighted-average effective interest rate of the 2025 notes is 3.994%.

The indenture under which the Senior Notes were issued restricts the ability of the Operating Partnership and its subsidiaries to incur debt unless the Operating Partnership and its consolidated subsidiaries comply with a leverage ratio not to exceed 60% and an interest coverage ratio of more than 1.5:1 after giving effect to the incurrence of the debt. The indenture also restricts the ability of the Operating Partnership and its subsidiaries to incur secured debt unless the Operating Partnership and its consolidated subsidiaries comply with a secured debt leverage ratio not to exceed 40% after giving effect to the incurrence of the debt. The indenture also contains other financial and customary covenants, including a covenant not to own unencumbered assets with a value less than 150% of the unsecured indebtedness of the Operating Partnership and its consolidated subsidiaries. As of and for the year ended December 31, 2018, the Operating Partnership was in compliance with all of the financial covenants under the Senior Notes.

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REVOLVING CREDIT FACILITY AND UNSECURED TERM LOANS

12 Months Ended

Dec. 31, 2018

REVOLVING CREDIT FACILITY AND UNSECURED TERM LOANS

REVOLVING CREDIT FACILITY AND UNSECURED TERM LOANS

7.  REVOLVING CREDIT FACILITY AND UNSECURED TERM LOANS

On December 9, 2011, the Company entered into a credit agreement (the “Credit Facility”), which was subsequently amended on April 5, 2012, June 18, 2013, and April 22, 2015 to provide for, amongst other things, a $500.0 million unsecured revolving facility (the “Revolver”) with a maturity date of April 22, 2020.  Pricing on the Revolver is dependent on the Company’s unsecured debt credit ratings. At the Company’s current Baa2/BBB level, amounts drawn under the Revolver are priced at 1.25% over LIBOR, inclusive of a facility fee of 0.15%.  As of December 31, 2018, $303.8 million was available for borrowing under the Revolver.  The available balance under the Revolver is reduced by an outstanding letter of credit of $0.7 million.  As of December 31, 2018, the Company also had a $200.0 million unsecured term loan outstanding under the Credit Facility, which is included in the table below.

On June 20, 2011, the Company entered into an unsecured term loan agreement (the “Term Loan Facility”), which was subsequently amended on June 18, 2013 and August 5, 2014, consisting of a $100.0 million unsecured term loan with a five-year maturity and a $100.0 million unsecured term loan with a seven-year maturity. On April 6, 2017, the Company used the net proceeds from the issuance of $50.0 million of its 4.375% Senior Notes due 2023 and $50.0 million of its 4.000% Senior Notes due 2025 to repay all of the outstanding indebtedness under its five-year $100.0 million unsecured term loan that was scheduled to mature in June 2018.

The Company’s unsecured term loans under the Credit Facility and Term Loan Facility are summarized below:

	Carrying Value as of:				Effective Interest
	December 31,				Rate as of		Maturity
Unsecured Term Loans	2018		2017		December 31, 2018 (1)		Date
	(in thousands)
Credit Facility
Unsecured term loan (2)	$	200,000	$	200,000	3.80	%	Jan-19
Term Loan Facility
Unsecured term loan		100,000		100,000	3.65	%	Jan-20
Principal balance outstanding		300,000		300,000
Less: Loan procurement costs, net		(201)		(604)
Total unsecured term loans, net	$	299,799	$	299,396

(1) Pricing on the Term Loan Facility and the unsecured term loan under the Credit Facility is dependent on the Company’s unsecured debt credit ratings. At the Company’s current Baa2/BBB level, amounts drawn under the term loan that matured in January 2019 were priced at 1.30% over LIBOR, while amounts drawn under the term loan that is scheduled to mature in January 2020 are priced at 1.15% over LIBOR.  As of December 31, 2018, borrowings under the Credit Facility, inclusive of the Revolver, and Term Loan Facility, as amended, had an effective weighted average interest rate of 3.75%.

(2) On January 31, 2019, the Company used a portion of the net proceeds from the issuance of $350.0 million of 4.375% Senior Notes due 2029 (the “2029 Notes” - see note 18) to repay all of the outstanding indebtedness under the unsecured term loan portion of the Credit Facility that was scheduled to mature in January 2019. 

The Term Loan Facility and the unsecured term loan under the Credit Facility were fully drawn as of December 31, 2018 and no further borrowings may be made under the term loans.  The Company’s ability to borrow under the Revolver is subject to ongoing compliance with certain financial covenants which include:

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

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

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

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

As of December 31, 2018, the Company was in compliance with all of its financial covenants and it anticipates being in compliance with all of its financial covenants through the terms of the Credit Facility and Term Loan Facility.

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MORTGAGE LOANS AND NOTES PAYABLE

12 Months Ended

Dec. 31, 2018

MORTGAGE LOANS AND NOTES PAYABLE

MORTGAGE LOANS AND NOTES PAYABLE

8.  MORTGAGE LOANS AND NOTES PAYABLE

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

	Carrying Value as of:
	December 31,				Effective		Maturity
Mortgage Loans and Notes Payable	2018		2017		Interest Rate		Date
	(in thousands)
YSI 33	$	9,214	$	9,547	6.42	%	Jul-19
YSI 26		8,022		8,228	4.56	%	Nov-20
YSI 57		2,816		2,889	4.61	%	Nov-20
YSI 55		22,041		22,508	4.85	%	Jun-21
YSI 24		24,893		25,700	4.64	%	Jun-21
YSI 65		2,363		2,411	3.85	%	Jun-23
YSI 66		31,171		31,727	3.51	%	Jun-23
YSI 68		5,626		5,786	3.78	%	May-24
Principal balance outstanding		106,146		108,796
Plus: Unamortized fair value adjustment		2,551		3,286
Less: Loan procurement costs, net		(451)		(648)
Total mortgage loans and notes payable, net	$	108,246	$	111,434

As of December 31, 2018 and 2017, the Company’s mortgage loans payable were secured by certain of its self-storage properties with net book values of approximately $231.0 million and $236.9 million, respectively. The following table represents the future principal payment requirements on the outstanding mortgage loans and notes payable as of December 31, 2018 (in thousands):

2019	$	11,652
2020		12,791
2021		45,057
2022		923
2023		31,019
2024 and thereafter		4,704
Total mortgage payments		106,146
Plus: Unamortized fair value adjustment		2,551
Less: Loan procurement costs, net		(451)
Total mortgage loans and notes payable, net	$	108,246

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ACCUMULATED OTHER COMPREHENSIVE INCOME

12 Months Ended

Dec. 31, 2018

ACCUMULATED OTHER COMPREHENSIVE INCOME

ACCUMULATED OTHER COMPREHENSIVE INCOME

9.  ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in accumulated other comprehensive income (loss) by component for the year ended December 31, 2018 (in thousands):

	Unrealized Gains (Losses)
	on Interest Rate Swaps
Other comprehensive loss before reclassifications	$	(970)
Amounts reclassified from accumulated other comprehensive income		(62)	(1)
Net current-period other comprehensive loss		(1,032)
Balance at December 31, 2017		3
Balance at December 31, 2018	$	(1,029)

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

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RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2018

RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS

RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS

10.  RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS

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

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

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

The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of December 31, 2018 and 2017 (in thousands):

Hedge	Hedge	Notional Amount						Effective		Fair Value
Product	Type	December 31, 2018		December 31, 2017		Strike		Date	Maturity	December 31, 2018		December 31, 2017
Swap	Cash flow (1)	$	75,000	$	—	2.8015	%	6/28/2019	6/28/2029	$	(516)	$	—
Swap	Cash flow (1)		50,000		—	2.8030	%	6/28/2019	6/28/2029		(350)		—
Swap	Cash flow (1)		25,000		—	2.8020	%	6/28/2019	6/28/2029		(173)		—
Swap	Cash flow (2)		—		40,000	2.4590	%	6/20/2011	6/20/2018		—		(161)
Swap	Cash flow (2)		—		40,000	2.4725	%	6/20/2011	6/20/2018		—		(163)
Swap	Cash flow (2)		—		20,000	2.4750	%	6/20/2011	6/20/2018		—		(82)
		$	150,000	$	100,000					$	(1,039)	$	(406)

(1) These interest rate swaps were entered into on December 24, 2018 to protect the Company against adverse fluctuations in interest rates by reducing exposure to variability in cash flows relating to interest payments on a forecasted issuance of long-term debt. On January 24, 2019, in conjunction with the issuance of the 2029 Notes (see note 18), the Company settled these interest rate swaps for $0.8 million. The termination premium will be reclassified from accumulated other comprehensive income (loss) as an increase to interest expense over the life of the 2029 Notes, which mature on February 15, 2029.

(2) Hedged unsecured variable rate debt by fixing 30-day LIBOR.

The Company measures its derivative instruments at fair value and records them in the balance sheet as either an asset or liability.  As of December 31, 2018 and 2017, all derivative instruments were included in Accounts payable, accrued expenses, and other liabilities in the accompanying consolidated balance sheets.  The effective portions of changes in the fair value of the derivatives are reported in accumulated other comprehensive loss.  Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.  The change in unrealized losses on interest rate swaps reflects a reclassification of $0.1 million of unrealized gains from accumulated other comprehensive loss as a decrease to interest expense during 2018.  The Company estimates that $0.1 million will be reclassified as an increase to interest expense in 2019.

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FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2018

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

11.  FAIR VALUE MEASUREMENTS

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

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

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

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

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

Financial assets and liabilities carried at fair value as of December 31, 2018 are classified in the table below in one of the three categories described above (dollars in thousands):

	Level 1		Level 2		Level 3
Interest rate swap derivative liabilities	$	—	$	1,039	$	—
Total liabilities at fair value	$	—	$	1,039	$	—

Financial assets and liabilities carried at fair value as of December 31, 2017 are classified in the table below in one of the three categories described above (dollars in thousands):

	Level 1		Level 2		Level 3
Interest rate swap derivative liabilities	$	—	$	406	$	—
Total liabilities at fair value	$	—	$	406	$	—

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

· Interest rate swap derivative assets and liabilities — valued using LIBOR yield curves at the reporting date. Counterparties to these contracts are most often highly rated financial institutions, none of which experienced any significant downgrades that would reduce the amount owed by the Company.  Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company’s derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and the counterparties. However, as of the reporting dates, the Company has assessed the significance of the effect of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The fair values of financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximate their respective carrying values as of December 31, 2018 and 2017.  The aggregate carrying value of the Company’s debt was $1.7 billion and $1.6 billion as of December 31, 2018 and 2017, respectively. The estimated fair value of the Company’s debt was $1.7 billion as of December 31, 2018 and 2017. These estimates were based on a discounted cash flow analysis assuming market interest rates for comparable obligations as of December 31, 2018 and 2017. The Company estimates the fair value of its fixed rate debt and the credit spreads over variable market rates on its variable rate debt by discounting the future cash flows of each instrument at estimated market rates or credit spreads consistent with the maturity of the debt obligation with similar credit policies, which is classified within level 2 of the fair value hierarchy. Rates and credit spreads take into consideration general market conditions and maturity.

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NONCONTROLLING INTERESTS

12 Months Ended

Dec. 31, 2018

NONCONTROLLING INTERESTS

NONCONTROLLING INTERESTS

12.  NONCONTROLLING INTERESTS

Interests in Consolidated Joint Ventures

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

			Date Opened /	CubeSmart
	Number		Estimated	Ownership	December 31, 2018
Consolidated Joint Ventures	of Stores	Location	Opening	Interest	Total Assets		Total Liabilities
CS SJM E 92nd Street, LLC ("92nd St") (3)	1	New York, NY	Q2 2020 (est.)	90%	$	3,829	$	2,424
CS SDP Newtonville, LLC ("Newton") (3)	1	Newton, MA	Q1 2020 (est.)	90%		7,077		549
CS 1158 McDonald Ave, LLC ("McDonald Ave") (1)	1	Brooklyn, NY	Q3 2019 (est.)	51%		30,291		8,341
CS 160 East 22nd St, LLC ("22nd St") (1)	1	Bayonne, NJ	Q1 2019 (est.)	51%		20,947		12,023
CS SDP Waltham, LLC ("Waltham") (3)	1	Waltham, MA	Q1 2019 (est.)	90%		14,764		9,025
2225 46th St, LLC ("46th St") (1)	1	Queens, NY	Q1 2019 (est.)	51%		42,840		14,876
2880 Exterior St, LLC ("Exterior St") (1)	1	Bronx, NY	Q3 2018	51%		88,207		39,097
444 55th Street Holdings, LLC ("55th St") (2)	1	New York, NY	Q3 2017	90%		78,837		32,998
186 Jamaica Avenue, LLC ("Jamaica Ave") (3)	1	Queens, NY	Q4 2015	90%		17,588		12,497
Shirlington Rd, LLC ("SRLLC") (3)	1	Arlington, VA	Q2 2015	90%		15,521		12,497
	10				$	319,901	$	144,327

(1) The noncontrolling members of McDonald Ave, 22nd St, 46th St, and Exterior St have the option to put their ownership interest in the ventures to the Company for $10.0 million, $11.5 million, $14.2 million, and $37.8 million, respectively, within the one-year period after construction of each store is substantially complete. Additionally, the Company has a one-year option to call the ownership interest of the noncontrolling members of McDonald Ave, 22nd St, 46th St, and Exterior St for $10.0 million, $11.5 million, $14.2 million, and $37.8 million, respectively, beginning on the second anniversary of the respective store’s construction being substantially complete. The Company is accreting the respective liabilities during the development periods and, as of December 31, 2018, has accrued $6.7 million, $9.8 million, $13.1 million, and $37.8 million related to McDonald Ave, 22nd St, 46th St, and Exterior St, respectively.

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

(3) The Company has a related party commitment to these ventures to fund all or a portion of the construction costs. As of December 31, 2018, the Company has funded $1.1 million of a total $6.9 million loan commitment to 92nd St, $0.5 million of a total $12.1 million loan commitment to Newton, $6.8 million of a total $10.8 million loan commitment to Waltham, $12.4 million of a total $12.8 million loan commitment to Jamaica Ave, and $12.4 million of a total $14.6 million loan commitment to SRLLC, which are included in the total liability amounts within the table above. These loans and related interest were eliminated during consolidation.

Operating Partnership Ownership

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

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

Approximately 1.0% of the outstanding OP Units as of December 31, 2018 and December 31, 2017 were not owned by CubeSmart, the sole general partner.  The interests in the Operating Partnership represented by these OP Units were a component of the consideration that the Operating Partnership paid to acquire certain self-storage properties. The holders of the OP Units are limited partners in the Operating Partnership and have the right to require CubeSmart to redeem all or part of their OP Units for, at the general partner’s option, an equivalent number of common shares of CubeSmart or cash based upon the fair value of an equivalent number of common shares of CubeSmart.  However, the partnership agreement contains certain provisions that could result in a cash settlement outside the control of CubeSmart and the Operating Partnership, as CubeSmart does not have the ability to settle in unregistered shares.  Accordingly, consistent with the guidance, the Operating Partnership records the OP Units owned by third parties outside of permanent capital in the consolidated balance sheets. Net income or loss related to the OP Units owned by third parties is excluded from net income or loss attributable to Operating Partner in the consolidated statements of operations.

On January 31, 2018, the Company acquired a store in Texas for $12.2 million and assumed an existing mortgage loan with an outstanding balance of approximately $7.2 million and immediately repaid the loan. In conjunction with the closing, the Company paid $0.2 million in cash and issued 168,011 OP Units, valued at approximately $4.8 million, to pay the remaining consideration.

On April 12, 2017, the Company acquired a store in Illinois for $11.2 million. In conjunction with the closing, the Company paid $9.7 million and issued 58,400 Class C OP Units to pay the remaining consideration. On July 23, 2018, all of the 58,400 Class C OP Units were exchanged for an aggregate of 46,322 common units of the Operating Partnership.

On May 9, 2017, the Company acquired a store in Maryland for $18.2 million and assumed an existing mortgage loan with an outstanding balance of approximately $5.9 million. In conjunction with the closing, the Company issued 440,160 OP Units, valued at approximately $12.3 million, to pay the remaining consideration.

On May 14, 2015, the Company closed on the acquisition of real property that has been developed into a self-storage property in Washington, D.C. In conjunction with the closing, the Company issued 20,408 OP Units, valued at approximately $0.5 million to pay a portion of the consideration. On April 18, 2016, upon completion of certain milestones, the Company issued 61,224 additional OP Units, valued at approximately $1.5 million, to pay the remaining consideration. The store commenced operations during the third quarter of 2017.

As of December 31, 2018 and 2017,  1,945,570 and 1,878,253 OP Units, respectively, were held by third parties.  The per unit cash redemption amount of the outstanding OP Units was calculated based upon the average of the closing prices of the common shares of CubeSmart on the New York Stock Exchange for the final 10 trading days of the year. Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interests, the Company has reflected these interests at their redemption value as of December 31, 2018 and 2017. As of December 31, 2018, the Operating Partnership recorded an increase to OP Units owned by third parties and a corresponding decrease to capital of $0.3 million. As of December 31, 2017, the Operating Partnership recorded an increase to OP Units owned by third parties and a corresponding decrease to capital of $4.0. million. 

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RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2018

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

13.  RELATED PARTY TRANSACTIONS

Affiliated Real Estate Investments

The Company provides management services to certain joint ventures and other related parties.  Management agreements provide for fee income to the Company based on a percentage of revenues at the managed stores.  Total management fees for unconsolidated real estate ventures or other entities in which the Company held an ownership interest for the years ending December 31, 2018,  2017 and 2016 were $4.5 million, $3.8 million and $2.9 million, respectively.

The management agreements for certain joint ventures, other related parties and third-party stores provide for the reimbursement to the Company for certain expenses incurred to manage the stores.  These amounts consist of amounts due for management fees, payroll and other store expenses.  The amounts due to the Company were $10.6 million and $7.5 million as of December 31, 2018 and 2017, respectively, and are included in Other Assets, net on the Company’s consolidated balance sheets.  Additionally, as discussed in note 12 the Company had outstanding mortgage loans receivable from consolidated joint ventures of $33.2 million and $25.5 million as of December 31, 2018 and 2017, respectively, which are eliminated for consolidation purposes.  The Company believes that all of these related-party receivables are fully collectible.

The HVP III, HVP IV, and HHFNE operating agreements provide for acquisition fees payable from HVP III, HVP IV, and HHFNE to the Company in an amount equal to 0.5% of the purchase price upon the closing of an acquisition by HVP III, HVP IV, and HHFNE, or any of their subsidiaries and completion of certain measures as defined in the operating agreements. The Company recognized $0.6 million, $0.5 million, and $1.8 million in acquisition fees during the years ended December 31, 2018, 2017, and 2016, respectively, which are included in Other income on the consolidated statements of operations.

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2018

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

14.  COMMITMENTS AND CONTINGENCIES

Ground Leases

The Company currently owns eight operating self-storage properties and two self-storage properties currently under development that are subject to ground leases, and two other operating self-storage properties that have portions of land that are subject to ground leases. The Company recorded ground rent expense of approximately $3.7 million, $3.4 million, and $2.7 million for the years ended December 31, 2018,  2017 and 2016, respectively.  Total future minimum rental payments under non-cancelable ground leases are as follows:

	Ground Lease
	Amount
	(in thousands)
2019	$	2,814
2020		2,887
2021		2,956
2022		3,116
2023		3,090
2024 and thereafter		116,379
	$	131,242

Development Commitments

The Company has development agreements for the construction of six new self-storage properties (see note 4), which will require payments of approximately $41.6 million, due in installments upon completion of certain construction milestones, during 2019 and 2020.

Litigation

The Company is involved in claims from time to time, which arise in the ordinary course of business.  In accordance with applicable accounting guidance, management establishes an accrued liability for litigation when those matters present loss contingencies that are both probable and reasonably estimable.  In such cases, there may be exposure to loss in excess of those amounts accrued.  The estimated loss, if any, is based upon currently available information and is subject to significant judgment, a variety of assumptions, and known and unknown uncertainties.  In the opinion of management, the Company has made adequate provisions for potential liabilities, arising from any such matters, which are included in Accounts payable, accrued expenses and other liabilities on the Company’s consolidated balance sheets. 

On January 11, 2019, a preliminary settlement agreement was entered into for a class action alleging violation of a state specific deceptive and unfair trade practices act. During the year ended December 31, 2018, the Company recorded a $1.8 million charge related to this legal action, which is included in Accounts payable, accrued expenses and other liabilities on the Company’s consolidated balance sheets and in General and administrative on the Company’s consolidated statements of operations.

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SHARE-BASED COMPENSATION PLANS

12 Months Ended

Dec. 31, 2018

SHARE-BASED COMPENSATION PLANS

SHARE-BASED COMPENSATION PLANS

15.  SHARE-BASED COMPENSATION PLANS

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

Upon shareholder approval of the amendment and restatement of the 2007 Plan in June 2016, 4,500,000 additional common shares were made available for award under the 2007 Plan.  As a result, these 4,500,000 additional shares, together with the 991,117 shares that remained available for future awards under the 2007 Plan at the time of the shareholder approval, plus any common shares that are restored to availability upon expiration or forfeiture of outstanding options or restricted share awards, would constitute the “Aggregate Share Reserve”.  As of December 31, 2018: (i)  4,517,038 common shares remained available for future awards under the 2007 Plan; (ii) 449,948 unvested restricted share awards were outstanding under the 2007 Plan; and (iii) 1,659,003 common shares were subject to outstanding options under the 2007 Plan (with the outstanding options having a weighted average exercise price of $19.89 per share and a weighted average term to maturity of 5.52 years).

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

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

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

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

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

Share Options

The fair values for options granted in 2018,  2017, and 2016 were estimated at the time the options were granted using the Black-Scholes option-pricing model applying the following weighted average assumptions:

Assumptions:	2018			2017			2016
Risk-free interest rate		2.5	%		2.2	%		1.8	%
Expected dividend yield		3.7	%		3.5	%		2.7	%
Volatility (1)		32.00	%		33.00	%		33.00	%
Weighted average expected life of the options (2)		6.0	years		6.0	years		6.0	years
Weighted average grant date fair value of options granted per share	$	6.24		$	6.12		$	7.61

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

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

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options. In addition, option-pricing models require the input of highly subjective assumptions, including the expected share price volatility. Volatility for the 2018,  2017 and 2016 grants was based on the trading history of the Company’s shares.

In 2018,  2017, and 2016, the Company recognized compensation expense related to options issued to employees and executives of approximately $1.5 million, $1.5 million and $1.3 million, respectively, which is included in General and administrative expense on the Company’s consolidated statements of operations. During 2018, 305,805 share options were issued for which the fair value of the options at their respective grant dates was approximately $1.7 million. The share options vest over three years. As of December 31, 2018, the Company had approximately $1.7 million of unrecognized option compensation cost related to all grants that will be recorded over the next three years.

The table below summarizes the option activity under the 2004 Plan and the 2007 Plan for the years ended December 31, 2018,  2017 and 2016:

				Weighted Average
	Number of Shares	Weighted Average		Remaining
	Under Option	Strike Price		Contractual Term
Balance at December 31, 2015	2,421,944	$	13.07	4.08
Options granted	213,008		30.32	9.07
Options exercised	(695,262)		18.69	0.29
Balance at December 31, 2016	1,939,690	$	12.94	4.85
Options granted	289,104		26.30	9.07
Options exercised	(395,621)		5.98	1.14
Balance at December 31, 2017	1,833,173	$	16.55	5.26
Options granted	305,805		27.85	9.08
Options canceled	(74,748)		26.95	—
Options exercised	(405,227)		9.47	1.98
Balance at December 31, 2018	1,659,003	$	19.89	5.52
Vested or expected to vest at December 31, 2018	1,659,003	$	19.89	5.52
Exercisable at December 31, 2018	1,161,209	$	16.58	4.25

As of December 31, 2018, the aggregate intrinsic value of options outstanding, of options that vested or expected to vest, and of options that were exercisable was approximately $14.9 million.  The aggregate intrinsic value of options exercised was approximately $8.4 million for the year ended December 31, 2018.

Restricted Shares

The Company applies the fair value method of accounting for contingently issued shares.  As such, each grant is recognized ratably over the related vesting period.  Approximately 166,000 restricted shares and share units were issued during 2018 for which the fair value of the restricted shares and share units at their respective grant dates was approximately $4.9 million, which vest over three to five years.  During 2017, approximately 166,000 restricted shares and share units were issued for which the fair value of the restricted shares and share units at their respective grant dates was approximately $4.7 million. As of December 31, 2018 the Company had approximately $5.0 million of remaining unrecognized restricted share and share unit compensation costs that will be recognized over the next five years. Restricted share awards are considered to be performance awards and are valued using the share price on the grant date. The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.

In 2018,  2017 and 2016, the Company recognized compensation expense related to restricted shares and share units issued to employees and Trustees of approximately $4.0 million, $4.1 million, and $3.6 million, respectively; these amounts were recorded in general and administrative expense. The following table presents non-vested restricted share and share unit activity during 2018:

	Number of Non-
	Vested Restricted
	Shares and Share Units
Non-Vested at January 1, 2018	352,462
Granted	165,551
Vested	(95,553)
Forfeited	(39,860)
Non-Vested at December 31, 2018	382,600

On January 23, 2018, 66,872 restricted share units were granted to certain executives.  The restricted share units were granted in the form of deferred share units with a market condition, entitling the holders thereof to receive common shares at a future date.  The deferred share units will be awarded based on the Company’s total return to shareholders with respect to a specified peer group consisting of publicly traded REITs over a three-year period.  The fair value of the restricted share units on the grant date was approximately $1.9 million.  The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards.  The restricted share units will cliff vest upon the third anniversary of the effective date, or December 31, 2020.  The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.

On January 23, 2017, 52,426 restricted share units were granted to certain executives.  The restricted share units were granted in the form of deferred share units with a market condition, entitling the holders thereof to receive common shares at a future date.  The deferred share units will be awarded based on the Company’s total return to shareholders with respect to a specified peer group consisting of publicly traded REITs over a three-year period.  The fair value of the restricted share units on the grant date was approximately $1.8 million.  The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards.  The restricted share units will cliff vest upon the third anniversary of the effective date, or December 31, 2019.  The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.

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

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EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS' EQUITY AND CAPITAL

12 Months Ended

Dec. 31, 2018

EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS' EQUITY AND CAPITAL

EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS' EQUITY AND CAPITAL

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

Earnings per common share and shareholders’ equity

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

	For the year ended December 31,
	2018		2017		2016
	(Dollars and shares in thousands, except per share amounts)
Net income	$	165,488	$	135,611	$	88,376
Noncontrolling interests in the Operating Partnership		(1,820)		(1,593)		(941)
Noncontrolling interest in subsidiaries		221		270		470
Distributions to preferred shareholders (1)		—		—		(5,045)
Preferred share redemption charge		—		—		(2,937)
Net income attributable to the Company’s common shareholders	$	163,889	$	134,288	$	79,923
Weighted-average shares outstanding		184,653		180,525		178,246
Share options and restricted share units		842		923		1,287
Weighted-average diluted shares outstanding (2)		185,495		181,448		179,533
Basic earnings per share attributable to common shareholders	$	0.89	$	0.74	$	0.45
Diluted earnings per share attributable to common shareholders	$	0.88	$	0.74	$	0.45

Earnings per common unit and capital

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

	For the year ended December 31,
	2018		2017		2016
	(Dollars and units in thousands, except per unit amounts)
Net income	$	165,488	$	135,611	$	88,376
Operating Partnership interests of third parties		(1,820)		(1,593)		(941)
Noncontrolling interest in subsidiaries		221		270		470
Distribution to preferred unitholders (1)		—		—		(5,045)
Preferred unit redemption charge		—		—		(2,937)
Net income attributable to common unitholders	$	163,889	$	134,288	$	79,923
Weighted-average units outstanding		184,653		180,525		178,246
Unit options and restricted share units		842		923		1,287
Weighted-average diluted units outstanding (2)		185,495		181,448		179,533
Basic earnings per unit attributable to common unitholders	$	0.89	$	0.74	$	0.45
Diluted earnings per unit attributable to common unitholders	$	0.88	$	0.74	$	0.45

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

(2) For the years ended December 31, 2018,  2017 and 2016, the Company declared cash dividends per common share/unit of $1.22,  $1.11, and $0.90, respectively.

The OP units and common units have essentially the same economic characteristics as they share equally in the total net income or loss and distributions of the Operating Partnership.  An Operating Partnership unit may be redeemed for cash, or at the Company’s option, common units on a one-for-one basis.  Outstanding noncontrolling interest units in the Operating Partnership were 1,945,570;  1,878,253 and 2,032,394 as of December 31, 2018,  2017 and 2016, respectively. There were 187,145,103; 182,215,735 and 180,083,111 common units outstanding as of December 31, 2018,  2017 and 2016, respectively.

Common and Preferred Shares

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

The Company maintains an at-the-market equity program that enables it to offer and sell up to 50.0 million common shares through sales agents pursuant to equity distribution agreements (the “Equity Distribution Agreements”).  The Company’s sales activity under the program for the years ended December 31, 2018, 2017, and 2016 is summarized below:

	For the year ended December 31,
	2018		2017		2016
	(Dollars and shares in thousands, except per share amounts)
Number of shares sold		4,291		1,036		4,408
Average sales price per share	$	31.09	$	29.13	$	31.25
Net proceeds after deducting offering costs	$	131,835	$	29,642	$	136,120

The proceeds from the sales conducted during the years ended December 31, 2018, 2017, and 2016 were used to fund acquisitions of storage properties and for general corporate purposes.  As of December 31, 2018, 2017, and 2016, 10.5 million common shares, 4.7 million common shares, and 5.8 million common shares, respectively, remained available for issuance under the Equity Distribution Agreements.

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INCOME TAXES

12 Months Ended

Dec. 31, 2018

INCOME TAXES

INCOME TAXES

17.  INCOME TAXES

Deferred income taxes are established for temporary differences between financial reporting basis and tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse.  A valuation allowance for deferred tax assets is provided if the Company believes that it is more likely than not that all or some portion of the deferred tax asset will not be realized.  No valuation allowance was recorded as of December 31, 2018 or 2017.  As of December 31, 2018 and 2017, the Company had net deferred tax assets of $1.4 million, which are included in Other assets, net on the Company’s consolidated balance sheets.  The Company believes it is more likely than not the deferred tax assets will be realized.

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SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2018

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

18.  SUBSEQUENT EVENTS

On January 30, 2019, the Operating Partnership issued $350.0 million in aggregate principal amount of unsecured senior notes due February 15, 2029 which bear interest at a rate of 4.375% per annum (the “2029 Notes”). The 2029 Notes were priced at 99.356% of the principal amount to yield 4.455% to maturity. Net proceeds from the offering of $345.5 million were used to repay all of the outstanding indebtedness under the Company’s $200.0 million unsecured term loan portion of the Credit Facility that was scheduled to mature in January 2019. The remaining proceeds from the offering were used to repay a portion of the outstanding indebtedness under the Revolver.

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PRO FORMA FINANCIAL INFORMATION

12 Months Ended

Dec. 31, 2018

PRO FORMA FINANCIAL INFORMATION

PRO FORMA FINANCIAL INFORMATION

19.  PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

During the years ended December 31, 2018 and 2017, the Company acquired ten self-storage properties for an aggregate purchase price of approximately $227.5 million (see note 3) and seven stores for an aggregate purchase price of approximately $80.7 million, respectively.

The condensed consolidated pro forma financial information set forth below reflects adjustments to the Company’s historical financial data to give effect to each of the acquisitions and related financing activity (including the issuance of common shares) that occurred during 2018 and 2017 as if each had occurred as of January 1, 2017 and 2016, respectively.  The unaudited pro forma information presented below does not purport to represent what the Company’s actual results of operations would have been for the periods indicated, nor does it purport to represent the Company’s future results of operations.

The following table summarizes, on a pro forma basis, the Company’s consolidated results of operations for the year ended December 31, 2018 and 2017 based on the assumptions described above:

	Year ended December 31,
	2018		2017
	(in thousands, except per share data)
Pro forma revenues	$	607,181	$	561,244
Pro forma net income	$	173,510	$	129,740
Earnings per share attributable to common shareholders:
Basic - as reported	$	0.89	$	0.74
Diluted - as reported	$	0.88	$	0.74
Basic - as pro forma	$	0.93	$	0.71
Diluted - as pro forma	$	0.93	$	0.71

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SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

12 Months Ended

Dec. 31, 2018

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

20.  SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

The following is a summary of quarterly financial information for the years ended December 31, 2018 and 2017 (in thousands, except per share data):

	Three months ended
	March 31,		June 30,		September 30,		December 31,
	2018		2018		2018		2018
Total revenues	$	142,877	$	147,815	$	153,370	$	153,882
Total operating expenses		92,464		92,915		93,774		98,775
Net income		34,799		38,751		43,302		48,636
Net income attributable to the Company's common shareholders		34,423		38,410		42,900		48,156
Basic earnings per share attributable to the Company's common shareholders		0.19		0.21		0.23		0.26
Diluted earnings per share attributable to the Company's common shareholders		0.19		0.21		0.23		0.26

	Three months ended
	March 31,		June 30,		September 30,		December 31,
	2017		2017		2017		2017
Total revenues	$	133,037	$	138,559	$	143,865	$	143,482
Total operating expenses		92,646		91,025		91,586		87,971
Net income		25,206		32,838		37,709		39,858
Net income attributable to the Company's common shareholders		24,986		32,458		37,297		39,547
Basic earnings per share attributable to the Company's common shareholders		0.14		0.18		0.21		0.22
Diluted earnings per share attributable to the Company's common shareholders		0.14		0.18		0.21		0.22

The sum of quarterly earnings per share amounts do not necessarily equal the full year amounts.

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SCHEDULE III REAL ESTATE AND RELATED DEPRECIATION

12 Months Ended

Dec. 31, 2018

SCHEDULE III REAL ESTATE AND RELATED DEPRECIATION

SCHEDULE III REAL ESTATE AND RELATED DEPRECIATION

CUBESMART

SCHEDULE III

REAL ESTATE AND RELATED DEPRECIATION

December 31, 2018

(Dollars in thousands)

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2018
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Chandler I, AZ	47,880		327	1,257	545	327	1,625	1,952	678	2005
Chandler II, AZ	82,915		1,518	7,485	137	1,518	7,621	9,139	1,292	2013
Gilbert I, AZ	57,100		951	4,688	102	951	4,791	5,742	886	2013
Gilbert II, AZ	114,080		1,199	11,846	167	1,199	12,013	13,212	740	2016
Glendale, AZ	56,807		201	2,265	1,295	418	2,998	3,416	1,454	1998
Green Valley, AZ	25,050		298	1,153	211	298	1,153	1,451	477	2005
Mesa I, AZ	52,575		920	2,739	381	921	2,674	3,595	1,136	2006
Mesa II, AZ	45,511		731	2,176	299	731	2,145	2,876	937	2006
Mesa III, AZ	59,524		706	2,101	454	706	2,171	2,877	889	2006
Peoria, AZ	110,810		1,436	7,082	250	1,436	7,331	8,767	841	2015
Phoenix III, AZ	121,880		2,115	10,429	277	2,115	10,706	12,821	1,644	2014
Phoenix IV, AZ	69,710		930	12,277	102	930	12,380	13,310	797	2016
Queen Creek, AZ	94,462		1,159	5,716	90	1,159	5,806	6,965	702	2015
Scottsdale, AZ	79,925		443	4,879	1,766	883	5,528	6,411	2,793	1998
Surprise , AZ	72,475		584	3,761	122	584	3,883	4,467	383	2015
Tempe I, AZ	53,910		749	2,159	657	749	2,505	3,254	941	2005
Tempe II, AZ	68,409		588	2,898	2,157	588	5,055	5,643	999	2013
Tucson I, AZ	59,800		188	2,078	1,149	384	2,723	3,107	1,345	1998
Tucson II, AZ	43,950		188	2,078	1,136	391	2,729	3,120	1,324	1998
Tucson III, AZ	49,820		532	2,048	307	533	1,995	2,528	840	2005
Tucson IV, AZ	48,040		674	2,595	401	675	2,575	3,250	1,075	2005
Tucson V, AZ	45,134		515	1,980	413	515	2,037	2,552	860	2005
Tucson VI, AZ	40,766		440	1,692	264	430	1,658	2,088	707	2005
Tucson VII, AZ	52,663		670	2,576	394	670	2,556	3,226	1,084	2005
Tucson VIII, AZ	46,700		589	2,265	382	589	2,296	2,885	974	2005
Tucson IX, AZ	67,496		724	2,786	478	725	2,743	3,468	1,172	2005
Tucson X, AZ	46,350		424	1,633	336	425	1,659	2,084	691	2005
Tucson XI, AZ	42,700		439	1,689	427	439	1,825	2,264	838	2005
Tucson XII, AZ	42,275		671	2,582	401	672	2,554	3,226	1,055	2005
Tucson XIII, AZ	45,800		587	2,258	357	587	2,245	2,832	971	2005
Tucson XIV, AZ	48,995		707	2,721	496	708	2,668	3,376	1,153	2005
Benicia, CA	74,770		2,392	7,028	412	2,392	6,346	8,738	2,633	2005
Citrus Heights, CA	75,620		1,633	4,793	245	1,634	4,261	5,895	1,862	2005
Corona, CA	95,043		2,107	10,385	182	2,107	10,567	12,674	1,393	2014
Diamond Bar, CA	103,558		2,522	7,404	328	2,524	6,621	9,145	2,850	2005
Escondido, CA	143,645		3,040	11,804	301	3,040	9,746	12,786	3,451	2007
Fallbrook, CA	45,926		133	1,492	1,881	432	2,830	3,262	1,400	1997
Fremont, CA	51,189		1,158	5,711	172	1,158	5,884	7,042	938	2014
Lancaster, CA	60,475		390	2,247	1,123	556	2,635	3,191	1,111	2001
Long Beach, CA	124,541		3,138	14,368	1,005	3,138	13,438	16,576	5,453	2006
Los Angeles, CA	76,178		23,289	25,867	8	23,289	25,876	49,165	171	2018
Murrieta, CA	49,775		1,883	5,532	307	1,903	4,972	6,875	2,081	2005
North Highlands, CA	57,094		868	2,546	476	868	2,561	3,429	1,114	2005
Ontario, CA	93,540		1,705	8,401	353	1,705	8,753	10,458	1,190	2014
Orangevale, CA	50,542		1,423	4,175	363	1,423	3,860	5,283	1,676	2005
Pleasanton, CA	83,600		2,799	8,222	360	2,799	7,339	10,138	3,034	2005
Rancho Cordova, CA	53,978		1,094	3,212	406	1,095	3,073	4,168	1,309	2005
Rialto I, CA	57,391		899	4,118	299	899	3,844	4,743	1,559	2006
Rialto II, CA	99,783		277	3,098	1,844	672	4,145	4,817	2,152	1997
Riverside I, CA	67,320		1,351	6,183	640	1,351	5,991	7,342	2,443	2006
Riverside II, CA	85,131		1,170	5,359	492	1,170	5,047	6,217	2,059	2006
Roseville, CA	59,944		1,284	3,767	428	1,284	3,597	4,881	1,590	2005
Sacramento I, CA	50,664		1,152	3,380	405	1,152	3,223	4,375	1,377	2005
Sacramento II, CA	111,736		2,085	6,750	509	2,086	6,592	8,678	1,767	2005/2017
San Bernardino I, CA	31,070		51	572	1,193	182	1,434	1,616	703	1997
San Bernardino II, CA	41,546		112	1,251	1,381	306	2,088	2,394	1,021	1997
San Bernardino III, CA	35,416		98	1,093	1,336	242	1,931	2,173	959	1997
San Bernardino IV, CA	83,427		1,872	5,391	228	1,872	4,903	6,775	2,037	2005
San Bernardino V, CA	56,803		783	3,583	628	783	3,685	4,468	1,526	2006
San Bernardino VII, CA	78,704		1,475	6,753	418	1,290	6,423	7,713	2,665	2006
San Bernardino VIII, CA	111,583		1,691	7,741	615	1,692	6,404	8,096	2,725	2006
San Diego, CA	87,483		1,185	16,740	13	1,186	16,752	17,938	85	2018
San Marcos, CA	37,425		775	2,288	179	776	2,096	2,872	907	2005
Santa Ana, CA	63,916		1,223	5,600	464	1,223	5,286	6,509	2,169	2006
South Sacramento, CA	52,390		790	2,319	425	791	2,325	3,116	973	2005
Spring Valley, CA	55,035		1,178	5,394	879	1,178	5,529	6,707	2,277	2006
Temecula I, CA	81,340		660	4,735	1,025	899	4,919	5,818	2,190	1998
Temecula II, CA	84,520		3,080	5,839	730	3,080	5,633	8,713	1,936	2007
Vista I, CA	74,238		711	4,076	2,353	1,118	5,094	6,212	2,197	2001
Vista II, CA	147,723		4,629	13,599	198	4,629	11,736	16,365	4,977	2005
Walnut, CA	50,688		1,578	4,635	475	1,595	4,371	5,966	1,798	2005
West Sacramento, CA	39,765	(A)	1,222	3,590	221	1,222	3,244	4,466	1,391	2005
Westminster, CA	68,393		1,740	5,142	382	1,743	4,637	6,380	2,042	2005
Aurora, CO	75,717		1,343	2,986	587	1,343	3,025	4,368	1,212	2005
Centennial, CO	62,400		1,281	8,958	96	1,281	9,053	10,334	715	2016
Colorado Springs I, CO	47,975		771	1,717	412	771	1,786	2,557	749	2005
Colorado Springs II, CO	62,400		657	2,674	272	656	2,438	3,094	1,021	2006
Denver I, CO	59,200		673	2,741	237	646	2,500	3,146	1,101	2006
Denver II, CO	74,420		1,430	7,053	179	1,430	7,231	8,661	1,450	2012
Denver III, CO	76,025		1,828	12,109	74	1,828	12,183	14,011	870	2016
Federal Heights, CO	54,770		878	1,953	342	879	1,896	2,775	768	2005
Golden, CO	87,800		1,683	3,744	572	1,684	3,644	5,328	1,495	2005
Littleton, CO	53,490		1,268	2,820	393	1,268	2,705	3,973	1,076	2005
Northglenn, CO	43,102		862	1,917	513	662	2,216	2,878	835	2005
Bloomfield, CT	48,700		78	880	2,411	360	2,682	3,042	1,263	1997

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2018
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Branford, CT	50,629		217	2,433	1,627	504	3,347	3,851	1,707	1995
Bristol, CT	47,725		1,819	3,161	186	1,819	2,882	4,701	1,311	2005
East Windsor, CT	45,966		744	1,294	525	744	1,548	2,292	744	2005
Enfield, CT	52,875		424	2,424	463	473	2,106	2,579	947	2001
Gales Ferry, CT	54,905		240	2,697	1,604	489	3,580	4,069	1,958	1995
Manchester I, CT	46,925		540	3,096	515	563	2,614	3,177	1,095	2002
Manchester II, CT	52,725		996	1,730	376	996	1,798	2,794	807	2005
Manchester III, CT	60,113		671	3,308	161	671	3,469	4,140	560	2014
Milford, CT	44,885		87	1,050	1,336	274	1,892	2,166	908	1996
Monroe, CT	58,500		2,004	3,483	709	2,004	3,507	5,511	1,691	2005
Mystic, CT	50,850		136	1,645	2,085	410	2,965	3,375	1,500	1996
Newington I, CT	42,420		1,059	1,840	277	1,059	1,821	2,880	832	2005
Newington II, CT	36,140		911	1,584	294	911	1,604	2,515	748	2005
Norwalk I, CT	30,160		646	3,187	61	646	3,248	3,894	675	2012
Norwalk II, CT	77,825		1,171	15,422	132	1,171	15,554	16,725	1,215	2016
Old Saybrook I, CT	87,000		3,092	5,374	709	3,092	5,229	8,321	2,444	2005
Old Saybrook II, CT	26,425		1,135	1,973	257	1,135	1,903	3,038	921	2005
Shelton, CT	78,405		1,613	9,032	535	1,613	8,483	10,096	1,885	2011
South Windsor, CT	72,025		90	1,127	1,512	272	2,247	2,519	1,102	1996
Stamford, CT	28,907		1,941	3,374	191	1,941	3,025	4,966	1,380	2005
Wilton, CT	84,515		2,409	12,261	747	2,421	13,069	15,490	2,777	2012
Washington I, DC	62,685	(A)	871	12,759	617	894	10,653	11,547	3,680	2008
Washington II, DC	82,552		3,152	13,612	292	3,154	12,129	15,283	2,693	2011
Washington III, DC	78,315		4,469	15,438	97	4,469	15,536	20,005	1,344	2016
Washington IV, DC	72,323		6,359	20,417	107	6,359	20,524	26,883	669	2017
Washington V, DC	114,200		13,908	18,770	90	13,917	18,852	32,769	279	2018
Boca Raton, FL	37,968		529	3,054	1,651	813	3,597	4,410	1,562	2001
Boynton Beach I, FL	61,695		667	3,796	1,946	958	4,410	5,368	1,926	2001
Boynton Beach II, FL	61,514		1,030	2,968	452	1,030	2,982	4,012	1,251	2005
Boynton Beach III, FL	67,393		1,225	6,037	255	1,225	6,293	7,518	929	2014
Boynton Beach IV, FL	76,414		1,455	7,171	85	1,455	7,257	8,712	809	2015
Bradenton I, FL	68,389		1,180	3,324	280	1,180	3,082	4,262	1,313	2004
Bradenton II, FL	88,063		1,931	5,561	1,148	1,931	5,597	7,528	2,403	2004
Cape Coral I, FL	76,857		472	2,769	2,587	830	4,033	4,863	2,111	2000
Cape Coral II, FL	67,955		1,093	5,387	104	1,093	5,490	6,583	725	2014
Coconut Creek I, FL	78,846		1,189	5,863	188	1,189	6,050	7,239	1,231	2012
Coconut Creek II, FL	90,147		1,937	9,549	192	1,937	9,741	11,678	1,538	2014
Dania Beach, FL	180,588		3,584	10,324	1,709	3,584	10,495	14,079	4,460	2004
Dania, FL	58,165		205	2,068	1,755	481	3,125	3,606	1,538	1996
Davie, FL	80,985		1,268	7,183	1,345	1,373	6,255	7,628	2,561	2001
Deerfield Beach, FL	57,230		946	2,999	2,013	1,311	4,503	5,814	2,182	1998
Delray Beach I, FL	67,843		798	4,539	832	883	4,085	4,968	1,824	2001
Delray Beach II, FL	75,710		957	4,718	267	957	4,985	5,942	905	2013
Delray Beach III, FL	94,277		2,086	10,286	166	2,086	10,453	12,539	1,514	2014
Delray Beach IV, FL	97,370		2,208	14,384	19	2,208	14,403	16,611	472	2017
Ft. Lauderdale I, FL	70,043		937	3,646	2,508	1,384	5,470	6,854	2,644	1999
Ft. Lauderdale II, FL	49,662		862	4,250	89	862	4,340	5,202	699	2013
Ft. Myers I, FL	67,534		303	3,329	983	328	3,309	3,637	1,613	1999
Ft. Myers II, FL	83,375		1,030	5,080	151	1,030	5,231	6,261	766	2014
Ft. Myers III, FL	81,554		1,148	5,658	165	1,148	5,824	6,972	849	2014
Jacksonville I, FL	79,735		1,862	5,362	162	1,862	4,842	6,704	1,893	2005
Jacksonville II, FL	64,970		950	7,004	212	950	5,668	6,618	2,007	2007
Jacksonville III, FL	65,830		860	7,409	1,050	1,670	6,049	7,719	2,147	2007
Jacksonville IV, FL	95,525		870	8,049	1,179	1,651	7,147	8,798	2,525	2007
Jacksonville V, FL	82,573		1,220	8,210	399	1,220	6,866	8,086	2,448	2007
Jacksonville VI, FL	67,375		755	3,725	145	755	3,869	4,624	514	2014
Kendall, FL	75,495	(A)	2,350	8,106	482	2,350	6,814	9,164	2,387	2007
Lake Worth I, FL	158,842		183	6,597	7,589	354	10,957	11,311	5,283	1998
Lake Worth II, FL	86,920		1,552	7,654	184	1,552	7,838	9,390	1,178	2014
Lake Worth III, FL	92,510		957	4,716	232	957	4,949	5,906	589	2015
Lakeland, FL	49,079		81	896	1,287	256	1,593	1,849	794	1994
Leisure City, FL	56,185		409	2,018	188	409	2,205	2,614	461	2012
Lutz I, FL	66,795		901	2,478	349	901	2,439	3,340	1,007	2004
Lutz II, FL	69,232		992	2,868	403	992	2,776	3,768	1,170	2004
Margate I, FL	53,660		161	1,763	2,318	399	3,400	3,799	1,729	1996
Margate II, FL	65,380		132	1,473	1,979	383	2,824	3,207	1,370	1996
Merritt Island, FL	50,201		716	2,983	700	796	2,770	3,566	1,118	2002
Miami I, FL	46,500		179	1,999	1,862	484	2,862	3,346	1,462	1996
Miami II, FL	67,160		253	2,544	1,677	561	3,382	3,943	1,750	1996
Miami III, FL	151,620		4,577	13,185	888	4,577	12,248	16,825	4,931	2005
Miami IV, FL	76,695		1,852	10,494	948	1,963	9,881	11,844	2,447	2011
Miramar, FL	80,130		1,206	5,944	133	1,206	6,078	7,284	1,078	2013
Naples I, FL	48,100		90	1,010	2,745	270	3,212	3,482	1,569	1996
Naples II, FL	65,850		148	1,652	4,301	558	5,255	5,813	2,687	1997
Naples III, FL	80,005		139	1,561	4,204	598	4,132	4,730	2,123	1997
Naples IV, FL	40,625		262	2,980	667	407	3,049	3,456	1,563	1998
New Smyrna Beach, FL	81,454		1,261	6,215	197	1,261	6,411	7,672	860	2014
North Palm Beach, FL	45,825		1,374	7,649	32	1,374	7,682	9,056	492	2017
Oakland Park, FL	63,806		3,007	10,145	36	3,007	10,181	13,188	331	2017
Ocoee, FL	76,150		1,286	3,705	228	1,286	3,415	4,701	1,388	2005
Orange City, FL	59,580		1,191	3,209	307	1,191	3,029	4,220	1,280	2004
Orlando II, FL	63,184		1,589	4,576	215	1,589	4,151	5,740	1,696	2005
Orlando III, FL	101,490		1,209	7,768	757	1,209	7,137	8,346	2,643	2006
Orlando IV, FL	76,601		633	3,587	190	633	3,274	3,907	843	2010
Orlando V, FL	75,377		950	4,685	139	950	4,823	5,773	965	2012
Orlando VI, FL	67,275		640	3,154	150	640	3,304	3,944	447	2014
Oviedo, FL	49,276		440	2,824	626	440	2,778	3,218	1,058	2006
Palm Coast I, FL	47,400		555	2,735	117	555	2,852	3,407	463	2014
Palm Coast II, FL	122,490		1,511	7,450	419	1,511	7,870	9,381	1,262	2014
Palm Harbor, FL	82,685		2,457	16,178	132	2,457	16,311	18,768	1,234	2016
Pembroke Pines, FL	67,321		337	3,772	2,817	953	5,442	6,395	2,797	1997
Royal Palm Beach II, FL	81,178		1,640	8,607	331	1,640	7,277	8,917	2,597	2007
Sanford I, FL	61,810		453	2,911	237	453	2,580	3,033	928	2006

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2018
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Sanford II, FL	69,875		1,003	4,944	234	1,003	5,177	6,180	701	2014
Sarasota, FL	71,142		333	3,656	1,510	529	3,949	4,478	1,856	1999
St. Augustine, FL	59,725		135	1,515	3,447	383	4,358	4,741	2,260	1996
St. Petersburg, FL	66,025		2,721	10,173	425	2,721	10,598	13,319	810	2016
Stuart, FL	86,736		324	3,625	3,214	685	5,852	6,537	2,977	1997
SW Ranches, FL	64,990		1,390	7,598	296	1,390	6,032	7,422	2,136	2007
Tampa I, FL	83,938		2,670	6,249	267	2,670	5,163	7,833	1,830	2007
Tampa II, FL	74,790		2,291	10,262	133	2,291	10,396	12,687	781	2016
West Palm Beach I, FL	66,831		719	3,420	1,826	835	3,998	4,833	1,715	2001
West Palm Beach II, FL	94,113		2,129	8,671	488	2,129	7,854	9,983	3,393	2004
West Palm Beach III, FL	77,410		804	3,962	89	804	4,051	4,855	788	2012
West Palm Beach IV, FL	102,719		1,499	7,392	328	1,499	7,719	9,218	1,142	2014
Winter Park, FL	54,416		866	4,268	116	866	4,384	5,250	592	2014
Alpharetta, GA	90,501		806	4,720	1,024	917	4,046	4,963	1,737	2001
Atlanta, GA	66,825		822	4,053	82	822	4,136	4,958	841	2012
Austell, GA	83,655		1,635	4,711	441	1,643	4,497	6,140	1,635	2006
Decatur, GA	145,320		616	6,776	449	616	6,230	6,846	3,314	1998
Duluth, GA	70,885		373	2,044	233	373	1,952	2,325	466	2011
Lawrenceville, GA	73,890		546	2,903	434	546	2,920	3,466	717	2011
Lithia Springs, GA	66,750		748	5,552	133	748	5,684	6,432	567	2015
Norcross I, GA	85,320		514	2,930	986	632	2,999	3,631	1,264	2001
Norcross II, GA	52,595		366	2,025	233	366	1,973	2,339	483	2011
Norcross III, GA	46,955		938	4,625	83	938	4,709	5,647	1,028	2012
Norcross IV, GA	57,505		576	2,839	129	576	2,968	3,544	603	2012
Peachtree City I, GA	49,875		435	2,532	805	529	2,552	3,081	1,071	2001
Peachtree City II, GA	59,950		398	1,963	141	398	2,104	2,502	425	2012
Smyrna, GA	57,015		750	4,271	325	750	3,478	4,228	1,511	2001
Snellville, GA	79,950		1,660	4,781	381	1,660	4,499	6,159	1,624	2007
Suwanee I, GA	85,125		1,737	5,010	349	1,737	4,657	6,394	1,684	2007
Suwanee II, GA	80,340		800	6,942	110	622	5,847	6,469	2,087	2007
Villa Rica, GA	65,281		757	5,616	161	757	5,776	6,533	576	2015
Addison, IL	31,575		428	3,531	503	428	3,533	3,961	1,490	2004
Aurora, IL	73,985		644	3,652	259	644	3,391	4,035	1,420	2004
Bartlett, IL	51,395		931	2,493	313	931	2,402	3,333	1,025	2004
Bellwood, IL	86,500		1,012	5,768	1,148	1,012	5,178	6,190	2,156	2001
Blue Island, IL	55,125		633	3,120	66	633	3,186	3,819	386	2015
Bolingbrook, IL	82,575		1,675	8,254	193	1,675	8,448	10,123	1,137	2014
Chicago I, IL	95,795		2,667	13,118	994	2,667	14,111	16,778	1,940	2014
Chicago II, IL	78,835		833	4,035	81	833	4,116	4,949	550	2014
Chicago III, IL	84,990		2,427	11,962	825	2,427	12,787	15,214	1,766	2014
Chicago IV, IL	60,420		1,296	6,385	120	1,296	6,506	7,802	775	2015
Chicago V, IL	51,775		1,044	5,144	73	1,044	5,217	6,261	624	2015
Chicago VI, IL	71,748		1,596	9,535	55	1,596	9,590	11,186	775	2016
Chicago VII, IL	90,947		—	11,191	321	—	11,512	11,512	405	2017
Countryside, IL	97,633		2,607	12,684	214	2,607	12,899	15,506	1,724	2014
Des Plaines, IL	69,450		1,564	4,327	867	1,564	4,555	6,119	1,865	2004
Downers Grove, IL	71,625		1,498	13,153	45	1,498	13,197	14,695	1,087	2016
Elk Grove Village, IL	64,104		1,446	3,535	314	1,446	3,319	4,765	1,455	2004
Evanston, IL	57,715		1,103	5,440	248	1,103	5,687	6,790	1,039	2013
Glenview I, IL	100,085		3,740	10,367	587	3,740	9,487	13,227	4,019	2004
Glenview II, IL	30,843		725	3,144	1	725	3,145	3,870	9	2018
Gurnee, IL	80,300		1,521	5,440	411	1,521	5,081	6,602	2,162	2004
Hanover, IL	41,190		1,126	2,197	353	1,126	2,212	3,338	939	2004
Harvey, IL	60,090		869	3,635	494	869	3,587	4,456	1,446	2004
Joliet, IL	72,865		547	4,704	269	547	4,313	4,860	1,840	2004
Kildeer, IL	74,463		2,102	2,187	4,599	1,997	6,583	8,580	1,218	2004
Lombard, IL	58,728		1,305	3,938	992	1,305	4,325	5,630	1,833	2004
Maywood, IL	60,225		749	3,689	49	749	3,738	4,487	446	2015
Mount Prospect, IL	65,000		1,701	3,114	659	1,701	3,320	5,021	1,370	2004
Mundelein, IL	44,700		1,498	2,782	461	1,498	2,827	4,325	1,148	2004
North Chicago, IL	53,400		1,073	3,006	513	1,073	3,034	4,107	1,289	2004
Plainfield I, IL	53,900		1,770	1,715	360	1,740	1,782	3,522	728	2004
Plainfield II, IL	51,900		694	2,000	290	694	1,958	2,652	768	2005
Riverwoods, IL	73,915		1,585	7,826	81	1,585	7,907	9,492	473	2017
Schaumburg, IL	31,160		538	645	266	538	774	1,312	317	2004
Streamwood, IL	64,505		1,447	1,662	547	1,447	1,898	3,345	774	2004
Warrenville, IL	48,796		1,066	3,072	508	1,066	3,148	4,214	1,223	2005
Waukegan, IL	79,500		1,198	4,363	668	1,198	4,378	5,576	1,820	2004
West Chicago, IL	48,175		1,071	2,249	500	1,071	2,390	3,461	996	2004
Westmont, IL	53,400		1,155	3,873	332	1,155	3,664	4,819	1,528	2004
Wheeling I, IL	54,210		857	3,213	508	857	3,249	4,106	1,367	2004
Wheeling II, IL	67,825		793	3,816	559	793	3,823	4,616	1,641	2004
Woodridge, IL	50,232		943	3,397	309	943	3,231	4,174	1,354	2004
Schererville, IN	67,604		1,134	5,589	58	1,134	5,647	6,781	827	2014
Boston I, MA	33,286		538	3,048	282	538	2,899	3,437	745	2010
Boston II, MA	60,470		1,516	8,628	825	1,516	6,997	8,513	2,798	2002
Boston III, MA	108,205		3,211	15,829	706	3,211	16,535	19,746	2,234	2014
Brockton, MA	59,446		577	4,394	1,165	577	5,559	6,136	500	2015
Haverhill, MA	60,589		669	6,610	193	669	6,803	7,472	664	2015
Lawrence, MA	34,672		585	4,737	268	585	5,005	5,590	501	2015
Leominster, MA	54,048		90	1,519	2,664	338	3,541	3,879	1,674	1998
Medford, MA	58,685		1,330	7,165	329	1,330	6,001	7,331	1,988	2007
Stoneham, MA	62,200		1,558	7,679	303	1,558	7,982	9,540	1,417	2013
Tewksbury, MA	62,402		1,537	7,579	279	1,537	7,857	9,394	1,163	2014
Walpole, MA	74,880		634	13,069	336	634	13,405	14,039	976	2016
Annapolis, MD	92,332	5,626	2,643	13,938	68	2,643	14,007	16,650	680	2017
Baltimore, MD	93,750		1,050	5,997	1,483	1,173	5,321	6,494	2,262	2001
Beltsville, MD	63,657		1,277	6,295	75	1,268	6,379	7,647	1,144	2013
California, MD	77,840		1,486	4,280	353	1,486	4,018	5,504	1,668	2004
Capitol Heights, MD	79,500		2,704	13,332	50	2,704	13,383	16,087	1,455	2015
Clinton, MD	84,225		2,182	10,757	140	2,182	10,897	13,079	1,769	2013
District Heights, MD	78,265		1,527	8,313	557	1,527	7,744	9,271	1,836	2011
Elkridge, MD	63,475		1,155	5,695	209	1,120	5,939	7,059	990	2013

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2018
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Gaithersburg I, MD	87,045		3,124	9,000	488	3,124	8,225	11,349	3,475	2005
Gaithersburg II, MD	74,100		2,383	11,750	80	2,383	11,829	14,212	1,294	2015
Hyattsville, MD	52,830		1,113	5,485	108	1,113	5,593	6,706	1,002	2013
Laurel, MD	162,896		1,409	8,035	3,919	1,928	9,091	11,019	3,893	2001
Temple Hills I, MD	97,270		1,541	8,788	2,643	1,800	8,929	10,729	3,827	2001
Temple Hills II, MD	84,175		2,229	10,988	64	2,229	11,052	13,281	1,732	2014
Timonium, MD	66,717		2,269	11,184	209	2,269	11,393	13,662	1,796	2014
Upper Marlboro, MD	62,290		1,309	6,455	104	1,309	6,557	7,866	1,182	2013
Bloomington, MN	100,928		1,598	12,298	210	1,598	12,510	14,108	808	2016
Belmont, NC	81,850		385	2,196	963	451	2,341	2,792	1,015	2001
Burlington I, NC	109,300		498	2,837	897	498	2,917	3,415	1,325	2001
Burlington II, NC	42,165		320	1,829	473	340	1,761	2,101	765	2001
Cary, NC	111,750		543	3,097	917	543	3,316	3,859	1,464	2001
Charlotte I, NC	69,000		782	4,429	1,589	1,068	4,562	5,630	1,849	2002
Charlotte II, NC	53,706		821	8,764	58	821	8,821	9,642	528	2016
Charlotte III, NC	69,037		1,974	8,211	83	1,974	8,293	10,267	84	2018
Cornelius, NC	59,270		2,424	4,991	980	2,424	5,971	8,395	577	2015
Pineville, NC	77,747		2,490	9,169	151	2,490	9,320	11,810	926	2015
Raleigh, NC	48,675		209	2,398	464	296	2,386	2,682	1,180	1998
Bordentown, NJ	50,550		457	2,255	173	457	2,427	2,884	483	2012
Brick, NJ	51,710		234	2,762	1,553	485	3,465	3,950	1,826	1996
Cherry Hill I, NJ	51,500		222	1,260	204	222	1,249	1,471	316	2010
Cherry Hill II, NJ	65,425		471	2,323	320	471	2,643	3,114	518	2012
Clifton, NJ	105,550		4,346	12,520	331	4,340	11,171	15,511	4,521	2005
Cranford, NJ	91,280		290	3,493	2,792	779	5,090	5,869	2,546	1996
East Hanover, NJ	107,704		504	5,763	4395	1,315	8,177	9,492	4,194	1996
Egg Harbor I, NJ	36,025		104	510	81	104	581	685	145	2010
Egg Harbor II, NJ	70,400		284	1,608	309	284	1,695	1,979	459	2010
Elizabeth, NJ	38,770		751	2,164	719	751	2,560	3,311	1,018	2005
Fairview, NJ	27,876		246	2,759	617	246	2,767	3,013	1,420	1997
Freehold, NJ	81,420		1,086	5,355	211	1,086	5,566	6,652	1,133	2012
Hamilton, NJ	70,550		1,885	5,430	511	1,893	5,173	7,066	1,891	2006
Hoboken, NJ	34,194		1,370	3,947	972	1,370	4,285	5,655	1,776	2005
Linden, NJ	100,425		517	6,008	2,669	1,043	7,139	8,182	3,579	1996
Lumberton, NJ	96,025		987	4,864	316	987	5,180	6,167	1,052	2012
Morris Township, NJ	72,226		500	5,602	3,100	1,072	7,054	8,126	3,499	1997
Parsippany, NJ	84,655		475	5,322	5,820	844	9,798	10,642	3,430	1997
Rahway, NJ	83,121		1,486	7,326	680	1,486	8,007	9,493	1,400	2013
Randolph, NJ	52,565		855	4,872	1,574	1,108	4,757	5,865	1,940	2002
Ridgefield, NJ	67,803		1,810	8,925	318	1,810	9,243	11,053	1,008	2015
Roseland, NJ	53,569		1,844	9,759	189	1,844	9,948	11,792	989	2015
Sewell, NJ	57,826		484	2,766	1,441	706	3,129	3,835	1,362	2001
Somerset, NJ	57,485		1,243	6,129	587	1,243	6,716	7,959	1,286	2012
Whippany, NJ	92,070		2,153	10,615	653	2,153	11,268	13,421	1,945	2013
Albuquerque I, NM	65,927		1,039	3,395	367	1,039	3,178	4,217	1,403	2005
Albuquerque II, NM	58,798		1,163	3,801	284	1,163	3,462	4,625	1,554	2005
Albuquerque III, NM	57,536		664	2,171	371	664	2,151	2,815	967	2005
Henderson, NV	75,150		1,246	6,143	105	1,246	6,246	7,492	839	2014
Las Vegas I, NV	48,732		1,851	2,986	593	1,851	3,167	5,018	1,484	2006
Las Vegas II, NV	48,850		3,354	5,411	615	3,355	5,444	8,799	2,477	2006
Las Vegas III, NV	84,600		1,171	10,034	113	1,171	10,148	11,319	679	2016
Las Vegas IV, NV	90,527		1,116	8,575	365	1,116	8,939	10,055	626	2016
Las Vegas V, NV	107,226		1,460	9,560	183	1,460	9,744	11,204	613	2016
Las Vegas VI, NV	92,732		1,386	12,299	123	1,386	12,422	13,808	699	2016
Las Vegas VII, NV	94,525		1,575	11,483	146	1,575	11,630	13,205	105	2018
Baldwin, NY	61,380		1,559	7,685	646	1,559	8,331	9,890	915	2015
Bronx I, NY	67,864		2,014	11,411	1,118	2,014	10,937	12,951	2,917	2010
Bronx II, NY	99,028		—	28,289	1,721	—	29,475	29,475	6,654	2011
Bronx III, NY	105,900		6,459	36,180	219	6,460	32,052	38,512	7,285	2011
Bronx IV, NY	74,580		—	22,074	130	—	19,549	19,549	4,461	2011
Bronx V, NY	54,704		—	17,556	226	—	15,671	15,671	3,580	2011
Bronx VI, NY	45,970		—	16,803	364	—	15,136	15,136	3,452	2011
Bronx VII, NY	78,700	8,022	—	22,512	189	—	22,810	22,810	4,959	2012
Bronx VIII, NY	30,550	2,816	1,245	6,137	308	1,251	6,475	7,726	1,389	2012
Bronx IX, NY	147,915	22,041	7,967	39,279	1,452	7,967	40,730	48,697	8,714	2012
Bronx X, NY	159,805	24,893	9,090	44,816	537	9,090	45,353	54,443	9,298	2012
Bronx XI, NY	46,425		—	17,130	344	—	17,476	17,476	2,212	2014
Bronx XII, NY	101,268		—	31,603	80	—	31,681	31,681	2,614	2016
Bronx XIII, NY	201,195		19,622	68,290	—	19,621	68,379	88,000	516	2018
Brooklyn I, NY	57,456		1,795	10,172	410	1,795	9,166	10,961	2,397	2010
Brooklyn II, NY	60,920		1,601	9,073	497	1,601	8,251	9,852	2,198	2010
Brooklyn III, NY	41,610		2,772	13,570	146	2,772	13,798	16,570	3,155	2011
Brooklyn IV, NY	37,560		2,283	11,184	198	2,284	11,444	13,728	2,620	2011
Brooklyn V, NY	47,045		2,374	11,636	120	2,374	11,809	14,183	2,686	2011
Brooklyn VI, NY	74,820		4,210	20,638	124	4,211	20,869	25,080	4,742	2011
Brooklyn VII, NY	72,725		5,604	27,452	200	5,604	27,817	33,421	6,338	2011
Brooklyn VIII, NY	61,525		4,982	24,561	118	4,982	24,678	29,660	3,671	2014
Brooklyn IX, NY	46,980		2,966	14,620	154	2,966	14,774	17,740	2,195	2014
Brooklyn X, NY	55,938		3,739	7,703	3,118	4,885	9,674	14,559	978	2015
Brooklyn XI, NY	110,215		10,093	35,385	229	10,093	35,613	45,706	3,116	2016
Brooklyn XII, NY	131,913		7,249	40,230	9	7,250	40,243	47,493	1,246	2017
Flushing, NY	64,993		17,177	17,356	18	17,177	17,373	34,550	40	2018
Holbrook, NY	60,377		2,029	10,737	77	2,029	10,814	12,843	1,066	2015
Jamaica I, NY	88,385		2,043	11,658	2,374	2,043	11,299	13,342	4,755	2001
Jamaica II, NY	92,805		5,391	26,413	397	5,391	26,953	32,344	6,132	2011
Long Island City, NY	88,775		5,700	28,101	46	5,700	28,147	33,847	3,655	2014
New Rochelle I, NY	43,596		1,673	4,827	1,223	1,673	5,391	7,064	2,080	2005
New Rochelle II, NY	63,425		3,167	2,713	452	3,762	18,999	22,761	4,146	2012
New York, NY	94,912	31,171	42,022	38,753	23	42,022	38,777	80,799	1,531	2017
North Babylon, NY	78,350		225	2,514	4,233	568	5,595	6,163	2,775	1998
Patchogue, NY	47,759		1,141	5,624	61	1,141	5,685	6,826	757	2014
Queens I, NY	82,875		5,158	12,339	1,156	5,160	13,493	18,653	1,415	2015
Queens II, NY	90,728		6,208	25,815	484	6,208	26,300	32,508	2,598	2016

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2018
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Riverhead, NY	38,490		1,068	1,149	216	1,068	1,086	2,154	527	2005
Southold, NY	59,945		2,079	2,238	350	2,079	2,184	4,263	1,035	2005
Staten Island, NY	96,573		1,919	9,463	870	1,919	10,334	12,253	1,790	2013
Tuckahoe, NY	51,358		2,363	17,411	311	2,363	11,951	14,314	2,711	2011
West Hempstead, NY	83,395		2,237	11,030	245	2,237	11,273	13,510	2,254	2012
White Plains, NY	85,874		3,295	18,049	1,030	3,295	16,582	19,877	4,055	2011
Woodhaven, NY	50,665		2,015	11,219	158	2,015	10,080	12,095	2,283	2011
Wyckoff, NY	60,440		1,961	11,113	351	1,961	9,980	11,941	2,546	2010
Yorktown, NY	78,879		2,382	11,720	216	2,382	11,949	14,331	2,728	2011
Cleveland I, OH	46,000		525	2,592	273	524	2,515	3,039	1,097	2005
Cleveland II, OH	58,325		290	1,427	239	289	1,413	1,702	622	2005
Columbus I, OH	71,905		1,234	3,151	153	1,239	2,828	4,067	1,187	2006
Columbus II, OH	36,659		769	3,788	293	769	4,081	4,850	547	2014
Columbus III, OH	51,200		326	1,607	124	326	1,732	2,058	240	2014
Columbus IV, OH	60,950		443	2,182	106	443	2,288	2,731	314	2014
Columbus V, OH	73,325		838	4,128	139	838	4,267	5,105	571	2014
Columbus VI, OH	63,525		701	3,454	120	701	3,575	4,276	480	2014
Grove City, OH	89,290		1,756	4,485	290	1,761	4,157	5,918	1,700	2006
Hilliard, OH	89,290		1,361	3,476	285	1,366	3,273	4,639	1,349	2006
Lakewood, OH	39,332		405	854	690	405	1,385	1,790	1,046	1989
Lewis Center, OH	76,224		1,056	5,206	146	1,056	5,351	6,407	721	2014
Middleburg Heights, OH	93,200		63	704	2,402	332	2,436	2,768	1,151	1980
North Olmsted I, OH	48,672		63	704	1,591	214	1,802	2,016	884	1979
North Olmsted II, OH	47,850		290	1,129	1,232	469	2,034	2,503	1,724	1988
North Randall, OH	80,297		515	2,323	3,274	898	3,997	4,895	1,821	1998
Reynoldsburg, OH	67,245		1,290	3,295	388	1,295	3,229	4,524	1,331	2006
Strongsville, OH	43,683		570	3,486	430	570	3,082	3,652	1,126	2007
Warrensville Heights, OH	90,281		525	766	3,292	935	3,443	4,378	1,612	1980
Westlake, OH	62,750		509	2,508	264	508	2,383	2,891	1,068	2005
Conshohocken, PA	81,285		1,726	8,508	182	1,726	8,689	10,415	1,765	2012
Exton, PA	57,750		541	2,668	127	519	2,817	3,336	573	2012
Langhorne, PA	64,838		1,019	5,023	360	1,019	5,383	6,402	1,083	2012
Levittown, PA	76,130		926	5,296	1,306	926	4,881	5,807	2,100	2001
Malvern, PA	18,820		2,959	18,198	1,727	2,959	19,923	22,882	2,734	2013
Montgomeryville, PA	84,145		975	4,809	261	975	5,069	6,044	1,044	2012
Norristown, PA	61,520		662	3,142	789	638	4,061	4,699	1,007	2011
Philadelphia I, PA	96,099		1,461	8,334	1,931	1,461	6,921	8,382	3,047	2001
Philadelphia II, PA	68,279		1,012	4,990	167	1,012	5,157	6,169	810	2014
Exeter, RI	41,275		547	2,697	148	547	2,845	3,392	387	2014
Johnston, RI	77,275		1,061	5,229	106	1,061	5,336	6,397	715	2014
Wakefield, RI	45,745		823	4,058	85	823	4,143	4,966	546	2014
Woonsocket, RI	72,900		1,049	5,172	174	1,049	5,346	6,395	718	2014
Antioch, TN	75,985		588	4,906	372	588	4,510	5,098	1,887	2005
Nashville I, TN	107,950		405	3,379	1,056	405	3,846	4,251	1,495	2005
Nashville II, TN	83,174		593	4,950	272	593	4,527	5,120	1,910	2005
Nashville III, TN	101,525		416	3,469	347	416	3,482	3,898	1,461	2006
Nashville IV, TN	102,450		992	8,274	396	992	7,428	8,420	3,106	2006
Nashville V, TN	74,560	2,363	895	4,311	854	895	5,165	6,060	657	2015
Nashville VI, TN	72,416		2,749	8,443	124	2,749	8,566	11,315	847	2015
Allen, TX	62,170		714	3,519	134	714	3,653	4,367	754	2012
Austin I, TX	59,645		2,239	2,038	278	2,239	1,967	4,206	807	2005
Austin II, TX	64,360	(A)	734	3,894	419	738	3,751	4,489	1,445	2006
Austin III, TX	70,735		1,030	5,468	358	1,035	5,167	6,202	1,962	2006
Austin IV, TX	65,258		862	4,250	381	862	4,632	5,494	716	2014
Austin V, TX	67,850		1,050	5,175	294	1,050	5,469	6,519	757	2014
Austin VI, TX	62,850		1,150	5,669	327	1,150	5,996	7,146	808	2014
Austin VII, TX	71,023		1,429	6,263	256	1,429	6,519	7,948	637	2015
Austin VIII, TX	62,288		2,935	7,007	63	2,935	7,071	10,006	685	2016
Austin IX, TX	78,547		1,321	9,643	34	1,321	9,677	10,998	308	2018
Bryan, TX	60,650		1,394	1,268	575	1,396	1,605	3,001	576	2005
Carrollton, TX	77,780		661	3,261	140	661	3,401	4,062	660	2012
Cedar Park, TX	86,725		3,350	7,950	380	3,350	8,331	11,681	765	2016
College Station, TX	26,550		812	740	216	813	769	1,582	303	2005
Cypress, TX	58,161		360	1,773	154	360	1,928	2,288	409	2012
Dallas I, TX	58,582		2,475	2,253	489	2,475	2,264	4,739	922	2005
Dallas II, TX	77,073		940	4,635	234	940	4,869	5,809	813	2013
Dallas III, TX	83,479		2,608	12,857	306	2,608	13,163	15,771	1,714	2014
Dallas IV, TX	114,750		2,369	11,850	75	2,369	11,924	14,293	1,449	2015
Dallas V, TX	54,510		—	11,604	87	—	11,692	11,692	1,285	2015
Denton, TX	60,846		553	2,936	445	569	2,886	3,455	1,017	2006
Fort Worth I, TX	50,416		1,253	1,141	356	1,253	1,259	2,512	495	2005
Fort Worth II, TX	72,900		868	4,607	399	874	4,338	5,212	1,689	2006
Fort Worth III, TX	81,145		1,000	4,928	186	1,000	5,115	6,115	626	2015
Fort Worth IV, TX	78,579		1,274	7,693	34	1,274	7,728	9,002	679	2016
Frisco I, TX	50,904		1,093	3,148	205	1,093	2,895	3,988	1,174	2005
Frisco II, TX	71,839		1,564	4,507	244	1,564	4,135	5,699	1,664	2005
Frisco III, TX	74,665		1,147	6,088	682	1,154	5,961	7,115	2,250	2006
Frisco IV, TX	75,175		719	4,072	293	719	3,769	4,488	985	2010
Frisco V, TX	74,415		1,159	5,714	145	1,159	5,858	7,017	903	2014
Frisco VI, TX	69,176		1,064	5,247	174	1,064	5,421	6,485	738	2014
Garland I, TX	70,100		751	3,984	628	767	4,018	4,785	1,541	2006
Garland II, TX	68,425		862	4,578	310	862	4,291	5,153	1,587	2006
Grapevine, TX	78,769		1,211	8,559	117	1,211	8,676	9,887	755	2016
Houston III, TX	61,590		575	524	486	576	898	1,474	357	2005
Houston IV, TX	43,750		960	875	704	961	1,379	2,340	503	2005
Houston V, TX	124,279		1,153	6,122	1,804	991	7,176	8,167	2,418	2006
Houston VI, TX	54,690		575	524	5,857	983	5,060	6,043	1,212	2011
Houston VII, TX	46,991		681	3,355	185	681	3,540	4,221	785	2012
Houston VIII, TX	54,215		1,294	6,377	383	1,294	6,761	8,055	1,400	2012
Houston IX, TX	51,208		296	1,459	149	296	1,608	1,904	336	2012
Houston X, TX	96,061		5,267	12,667	10	5,267	12,677	17,944	223	2018
Houston XI, TX	80,930		5,618	15,330	5	5,618	15,334	20,952	104	2018
Humble, TX	70,700		706	5,727	113	706	5,840	6,546	579	2015

						Gross Carrying Amount at
			Initial Cost		Costs	December 31, 2018
				Buildings	Subsequent		Buildings		Accumulated	Year
	Square			&	to		&		Depreciation	Acquired/
Description	Footage	Encumbrances	Land	Improvements	Acquisition	Land	Improvements	Total	(B)	Developed
Katy, TX	71,308		1,329	6,552	87	1,329	6,640	7,969	1,075	2013
Keller, TX	88,585		1,330	7,960	329	1,331	7,673	9,004	1,831	2006/2017
Lewisville I, TX	67,340		476	2,525	539	492	2,627	3,119	957	2006
Lewisville II, TX	127,659		1,464	7,217	508	1,464	7,725	9,189	1,313	2013
Lewisville III, TX	93,855		1,307	15,025	204	1,307	15,229	16,536	1,242	2016
Little Elm I, TX	60,115		892	5,529	138	892	5,668	6,560	483	2016
Little Elm II, TX	97,136		1,219	9,864	121	1,219	9,986	11,205	830	2016
Mansfield I, TX	63,000		837	4,443	292	843	4,152	4,995	1,614	2006
Mansfield II, TX	57,375		662	3,261	165	662	3,426	4,088	725	2012
Mansfield III, TX	71,000		947	4,703	183	947	4,887	5,834	343	2016
McKinney I, TX	47,020		1,632	1,486	286	1,634	1,532	3,166	604	2005
McKinney II, TX	70,050		855	5,076	287	857	4,738	5,595	1,834	2006
McKinney III, TX	53,650		652	3,213	73	652	3,285	3,937	424	2014
North Richland Hills, TX	57,200		2,252	2,049	258	2,252	1,928	4,180	784	2005
Pearland, TX	72,050		450	2,216	418	450	2,635	3,085	525	2012
Richmond, TX	102,295		1,437	7,083	171	1,437	7,254	8,691	1,174	2013
Roanoke, TX	59,300		1,337	1,217	238	1,337	1,229	2,566	477	2005
San Antonio I, TX	73,579		2,895	2,635	376	2,895	2,478	5,373	1,007	2005
San Antonio II, TX	73,955		1,047	5,558	288	1,052	5,153	6,205	1,890	2006
San Antonio III, TX	71,825		996	5,286	332	996	4,896	5,892	1,779	2007
San Antonio IV, TX	61,500		829	3,891	156	829	4,048	4,877	271	2016
Spring, TX	72,745		580	3,081	309	580	2,898	3,478	1,123	2006
Murray I, UT	60,280		3,847	1,017	546	3,848	1,346	5,194	602	2005
Murray II, UT	70,996		2,147	567	674	2,147	1,069	3,216	416	2005
Salt Lake City I, UT	56,446		2,695	712	544	2,696	1,070	3,766	479	2005
Salt Lake City II, UT	51,676		2,074	548	416	1,937	798	2,735	371	2005
Alexandria, VA	114,100		2,812	13,865	251	2,812	14,116	16,928	2,935	2012
Arlington, VA	96,143		6,836	9,843	99	6,836	9,943	16,779	1,341	2015
Burke Lake, VA	91,467		2,093	10,940	1,194	2,093	10,536	12,629	2,652	2011
Fairfax, VA	73,265		2,276	11,220	316	2,276	11,537	13,813	2,327	2012
Fredericksburg I, VA	69,475		1,680	4,840	370	1,680	4,537	6,217	1,740	2005
Fredericksburg II, VA	61,057		1,757	5,062	438	1,757	4,808	6,565	1,859	2005
Leesburg, VA	85,503		1,746	9,894	189	1,746	8,794	10,540	1,986	2011
Manassas, VA	72,745		860	4,872	274	860	4,480	5,340	1,162	2010
McLearen, VA	69,385		1,482	8,400	257	1,482	7,502	8,984	1,905	2010
Vienna, VA	55,120		2,300	11,340	173	2,300	11,513	13,813	2,320	2012
Divisional Offices					398		398	398	114
	34,619,208		785,736	3,267,473	310,175	806,916	3,343,173	4,150,089	752,750

(A) This store is part of the YSI 33 Loan portfolio, with a balance of $9,214 as of December 31, 2018.

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

Activity in storage properties during 2018 and 2017 was as follows (in thousands):

	2018		2017		2016
Storage properties*
Balance at beginning of year	$	4,161,715	$	3,998,180	$	3,467,032
Acquisitions & improvements		381,182		247,546		490,980
Fully depreciated assets		(26,125)		(53,903)		(61,232)
Dispositions and other		(8,735)		(9,179)		—
Construction in progress, net		(44,582)		(20,929)		101,400
Balance at end of year	$	4,463,455	$	4,161,715	$	3,998,180
Accumulated depreciation*
Balance at beginning of year	$	752,925	$	671,364	$	594,049
Depreciation expense		138,510		135,732		138,547
Fully depreciated assets		(26,125)		(53,903)		(61,232)
Dispositions and other		(2,823)		(268)		—
Balance at end of year	$	862,487	$	752,925	$	671,364
Storage properties, net	$	3,600,968	$	3,408,790	$	3,326,816

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

As of December 31, 2018, the aggregate cost of Storage properties for federal income tax purposes was approximately $4.6 billion.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) 10K

12 Months Ended

Dec. 31, 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

Principles of Consolidation

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

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

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

Noncontrolling Interests

Noncontrolling Interests

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

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

The consolidated results of the Company include results attributable to units of the Operating Partnership that are not owned by the Company.  These interests were issued in the form of OP units and were a component of the consideration the Company paid to acquire certain self-storage properties.  Limited partners who acquired OP units have the right to require the Operating Partnership to redeem part or all of their OP units for, at the Company’s option, an equivalent number of common shares of the Company or cash based upon the fair value of an equivalent number of common shares of the Company.  However, the operating agreement contains certain circumstances that could result in a net cash settlement outside the control of the Company, as the Company does not have the ability to settle in unregistered shares.  Accordingly, consistent with the guidance discussed above, the Company will continue to record these noncontrolling interests outside of permanent equity in the consolidated balance sheets.  Net income or loss related to these noncontrolling interests is excluded from net income or loss in the consolidated statements of operations.  The Company has adjusted the carrying value of its noncontrolling interests subject to redemption value to the extent applicable.  Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interests, the Operating Partnership reflected these interests at their redemption value as of December 31, 2018, as the estimated redemption value exceeded their carrying value. The Operating Partnership recorded an increase to OP Units owned by third parties and a corresponding decrease to capital of $0.3 million as of December 31, 2018.  Disclosure of such redemption provisions is provided in note 12.

Estimates

Estimates

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

Self-Storage Facilities

Self-Storage Properties

Self-storage properties are carried at historical cost less accumulated depreciation and impairment losses.  The cost of self-storage properties reflects their purchase price or development cost.  Acquisition costs are accounted for in accordance with Accounting Standard Update (“ASU”) No. 2017-01 - Business Combinations (Topic 805): Clarifying the Definition of a Business, which was adopted on January 1, 2018 (see section entitled Recent Accounting Pronouncements”), and are generally capitalized. Costs incurred for the renovation of a store are capitalized to the Company’s investment in that store.  Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.  The costs to develop self-storage properties are capitalized to construction in progress while the project is under development.

Purchase Price Allocation

Purchase Price Allocation

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

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

Depreciation and Amortization

Depreciation and Amortization

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

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

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

Long-Lived Assets Held for Sale

Long-Lived Assets Held for Sale

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

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

Cash and Cash Equivalents

Cash and Cash Equivalents

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

Restricted Cash

Restricted Cash

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

Loan Procurement Costs

Loan Procurement Costs

Loan procurement costs related to borrowings were $21.5 million and $21.4 million as of December 31, 2018 and 2017, respectively, and are reported net of accumulated amortization of $13.4 million and $11.1 million as of December 31, 2018 and 2017, respectively. In accordance with ASU No. 2015-03, Loan procurement costs, net are presented as a direct deduction from the carrying amount of the related debt liability. If there is not an associated debt liability recorded on the consolidated balance sheets, the costs are recorded as an asset net of accumulated amortization. Loan procurement costs associated with the Company’s revolving credit facility remain in Loan procurement costs, net of amortization on the Company’s consolidated balance sheets. The costs are amortized over the estimated life of the related debt using the effective interest method and are reported as Loan procurement amortization expense on the Company’s consolidated statements of operations.

Other Assets

Other Assets

Other assets are comprised of the following as of December 31, 2018 and 2017 (in thousands):

	December 31,
	2018		2017
Intangible assets, net of accumulated amortization of $3,124 and $1,532	$	8,145	$	1,716
Accounts receivable		5,672		5,498
Prepaid real estate taxes		4,406		3,960
Prepaid insurance		1,479		2,105
Amounts due from affiliates (see note 13)		10,584		7,480
Assets held in trust related to deferred compensation arrangements		9,645		9,393
Equity investment recorded at cost (1)		5,000		—
Other		3,832		4,438
Total other assets, net	$	48,763	$	34,590

(1) On September 5, 2018, the Company invested $5.0 million in exchange for 100% of the Class A Preferred Units of Capital Storage Partners, LLC, a newly formed venture that acquired 22 self-storage properties located in Florida (4), Oklahoma (5), and Texas (13). The Class A Preferred Units earn an 11% cumulative dividend prior to any other distributions. The Company’s investment in Capital Storage and the related dividends are included in Other assets, net on the Company’s consolidated balance sheets and in Other income on the Company’s consolidated statements of operations, respectively.

Environmental Costs

Environmental Costs

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

Revenue Recognition

Revenue Recognition

Management has determined that all of our leases are operating leases.  Rental income is recognized in accordance with the terms of the leases, which generally are month to month.  Property management fee income is recognized monthly as services are performed and in accordance with the terms of the related management agreements.

The Company recognizes gains from sale of real estate in accordance with the guidance on transfer of nonfinancial assets.  Payments received from purchasers prior to closing are recorded as deposits.  Profit on real estate sold is recognized when a valid contract exists, the collectability of the sales price is reasonably assured and the control of the property has transferred.

Advertising and Marketing Costs

Advertising and Marketing Costs

The Company incurs advertising and marketing costs primarily attributable to internet marketing and other media advertisements.  The Company incurred $10.3 million, $9.7 million, and $9.4 million in advertising and marketing expenses for the years ended December 31, 2018, 2017 and 2016, respectively, which are included in Property operating expenses on the Company’s consolidated statements of operations.

Equity Offering Costs

Equity Offering Costs

Underwriting discounts and commissions, financial advisory fees and offering costs are reflected as a reduction to additional paid-in capital.  For the years ended December 31, 2018,  2017 and 2016, the Company recognized $1.6 million, $0.6 million, and $1.6 million, respectively, of equity offering costs related to the issuance of common shares.

Other Property Related Income

Other Property Related Income

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

Capitalized Interest

Capitalized Interest

The Company capitalizes interest incurred that is directly associated with construction activities until the asset is placed into service.  Interest is capitalized to the related asset(s) using the weighted-average rate of the Company’s outstanding debt. For the years ended December 31, 2018, 2017 and 2016, the Company capitalized $4.4 million, $5.6 million, and $4.6 million, respectively, of interest incurred that is directly associated with construction activities.

Derivative Financial Instruments

Derivative Financial Instruments

The Company carries all derivatives on the balance sheet at fair value.  The Company determines the fair value of derivatives by observable prices that are based on inputs not quoted on active markets, but corroborated by market data.  The accounting for changes in the fair value of a derivative instrument depends on whether the derivative has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it.  The Company’s use of derivative instruments has been limited to cash flow hedges of certain interest rate risks.  The Company had interest rate swap agreements for notional principal amounts aggregating $150.0 million and $100.0 million as of December 31, 2018 and 2017, respectively, the fair values of which are included in Accounts payable, accrued expenses and other liabilities on the Company’s consolidated balance sheets.

Income Taxes

Income Taxes

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

Earnings and profits, which determine the taxability of distributions to shareholders, differ from net income reported for financial reporting purposes due to differences in cost basis, the estimated useful lives used to compute depreciation, and the allocation of net income and loss for financial versus tax reporting purposes.  The net tax basis in the Company’s assets was approximately $3.6 billion and $3.4 billion as of December 31, 2018 and 2017, respectively.

Distributions to shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital.  Annually, the Company provides each of its shareholders a statement detailing the tax characterization of dividends paid during the preceding year as ordinary income, capital gain, or return of capital.  The characterization of the Company’s dividends for 2018 consisted of a 78.190% ordinary income distribution, a 13.653% capital gain distribution, and an 8.157% return of capital distribution from earnings and profits.

The Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits.  The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Company’s ordinary income, (b) 95% of the Company’s net capital gains, and (c) 100% of prior taxable income exceeds cash distributions and certain taxes paid by the Company.  No excise tax was incurred in 2018, 2017, or 2016.

Taxable REIT subsidiaries are subject to federal and state income taxes.  Our taxable REIT subsidiaries had a net deferred tax asset related to expenses which are deductible for tax purposes in future periods of $1.4 million as of December 31, 2018 and 2017.

Legislation commonly known as the Tax Cuts and Jobs Act (“TCJA”) was signed into law on December 22, 2017.  The TCJA made significant changes to the U.S. federal income tax rules for taxation of individuals and corporations (including REITs), generally effective for taxable years beginning after December 31, 2017.

Earnings per Share and Unit

Earnings per Share and Unit

Basic earnings per share and unit are calculated based on the weighted average number of common shares and restricted shares outstanding during the period.  Diluted earnings per share and unit is calculated by further adjusting for the dilutive impact of share options, unvested restricted shares and contingently issuable shares outstanding during the period using the treasury stock method.  Potentially dilutive securities calculated under the treasury stock method were 842,000; 923,000 and 1,287,000 in 2018, 2017 and 2016, respectively.

Share Based Payments

Share-Based Payments

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

Investments in Unconsolidated Real Estate Ventures

Investments in Unconsolidated Real Estate Ventures

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

Reclassifications

Reclassifications

On January 1, 2018, the Company adopted ASU No. 2016-15: Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments, which requires retrospective application for a number of cash flow classification items for which there was diversity in practice. See Recent Accounting Pronouncements below for the specific cash flow areas addressed by the new standard. As a result of adopting the new guidance, $1.6 million and $1.3 million of proceeds received from the settlement of insurance claims during the years ended December 31, 2017 and 2016, respectively, have been reclassified from operating activities to investing activities within the consolidated statements of cash flows.

On January 1, 2018, the Company also adopted ASU No. 2016-18: Statement of Cash Flows (Topic 230) – Restricted Cash, which requires restricted cash to be included with cash and cash equivalents as part of the reconciliation of beginning and end of period balances within the consolidated statements of cash flows. As a result of adopting the new guidance, $0.1 million and $4.1 million of restricted cash, which were previously included as operating cash outflows and investing cash inflows within the consolidated statements of cash flows for the year ended December 31, 2017, respectively, have been removed and are now included in the cash, cash equivalents, and restricted cash line items at the beginning and the end of the year. For the year ended December 31, 2016, $0.6 million and $16.1 million of restricted cash, which were previously included as operating cash inflows and investing cash inflows, respectively, have been removed and are now included in the cash, cash equivalents, and restricted cash line items at the beginning and the end of the year.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In August 2017, the FASB issued ASU No. 2017-12 – Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The transition guidance provides companies with the option of early adopting the new standard using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. This adoption method will require the Company to recognize the cumulative effect of initially applying the new guidance as an adjustment to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that the Company adopts the update. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In February 2017, as part of the new revenue standard, the FASB issued ASU No. 2017-05 – Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance, which focuses on recognizing gains and losses from the transfer of nonfinancial assets in contracts with non-customers. Specifically, the new guidance defines “in substance nonfinancial asset”, unifies guidance related to partial sales of nonfinancial assets, eliminates rules specifically addressing sales of real estate, removes exceptions to the financial asset derecognition model, and clarifies the accounting for contributions of nonfinancial assets to joint ventures. The new guidance became effective on January 1, 2018 when the Company adopted the new revenue standard. Upon adoption, the majority of the Company’s sale transactions are now treated as dispositions of nonfinancial assets rather than dispositions of a business given the FASB’s recently revised definition of a business (see ASU No. 2017-01 below). Additionally, in partial sale transactions where the Company sells a controlling interest in real estate but retains a noncontrolling interest, the Company will now fully recognize a gain or loss on the fair value measurement of the retained interest as the new guidance eliminates the partial profit recognition model. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations.

In January 2017, the FASB issued ASU No. 2017-01 - Business Combinations (Topic 805): Clarifying the Definition of a Business, which changes the definition of a business to include an input and a substantive process that together significantly contribute to the ability to create outputs. A framework is provided to evaluate when an input and a substantive process are present.  The new guidance also narrows the definition of outputs, which are defined as the results of inputs and substantive processes that provide goods or services to customers, other revenue, or investment income. The standard became effective on January 1, 2018. Upon adoption of the new guidance, the majority of the Company’s future property acquisitions will now be considered asset acquisitions, resulting in the capitalization of acquisition related costs incurred in connection with these transactions and the allocation of purchase price and acquisition related costs to the assets acquired based on their relative fair values. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations.

In November 2016, the FASB issued ASU No. 2016-18 - Statement of Cash Flows (Topic 230): Restricted Cash, which requires the statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The new guidance also requires entities to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. The standard became effective on January 1, 2018 and requires the use of the retrospective transition method. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements as the update primarily relates to financial statement presentation and disclosures.

In August 2016, the FASB issued ASU No. 2016-15 – Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The eight items that the ASU provides classification guidance on include (1) debt prepayment and extinguishment costs, (2) settlement of zero-coupon debt instruments, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (6) distributions received from equity method investments, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows and application of the predominance principle. The standard became effective on January 1, 2018 and requires the use of the retrospective transition method. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements as the update primarily relates to financial statement presentation and disclosures.

In February 2016, the FASB issued ASU No. 2016-02 - Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification.  Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The Company adopted the standard on January 1, 2019, the date it became effective for public companies, using the modified retrospective approach. Upon adoption, the Company elected the package of practical expedients permitted within the standard, which among other things, allows for the carryforward of historical lease classification. In addition, the Company elected the practical expedient that allows reporting entities to use hindsight to determine the lease term for existing leases. The Company expects to record lease liabilities of approximately $55.0 million and right-of-use assets of approximately $50.0 million, primarily related to the Company’s ten ground leases in which it serves as lessee (see note 14).

In May 2014, the FASB issued ASU No. 2014-09 - Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The new guidance outlines a five-step process for customer contract revenue recognition that focuses on transfer of control as opposed to transfer of risk and rewards. The new guidance also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from contracts with customers. In May 2016, the FASB issued ASU No. 2016-12 - Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which amends ASU No. 2014-09 and is intended to address implementation issues that were raised by stakeholders. ASU No. 2016-12 provides practical expedients on collectability, noncash consideration, presentation of sales tax and contract modifications and completed contracts in transition. Both standards became effective on January 1, 2018. The Company finalized the impact of the adoption of ASU No. 2014-09 and ASU No. 2016-12 on the Company’s consolidated financial statements and related disclosures and adopted the standards using the modified retrospective transition method. The standards did not have a material impact on the Company’s consolidated statements of financial position or results of operations primarily because most of its revenue is derived from lease contracts, which are excluded from the scope of the new guidance. The Company’s insurance fee revenue, property management fee revenue, and merchandise sale revenue are included in the scope of the new guidance, however, the Company identified similar performance obligations under this standard as compared with deliverables and separate units of account identified under its previous revenue recognition methodology. Accordingly, revenue recognized under the new guidance does not differ materially from revenue recognized under previous guidance and there is no material prior year impact.

Concentration of Credit Risk

Concentration of Credit Risk

The Company’s stores are located in major metropolitan and rural areas and have numerous customers per store.  No single customer represents a significant concentration of our revenues. The stores in Florida, New York, Texas, and California provided approximately 17%,  16%,  10% and 8%, respectively, of our total revenues for each of the years ended December 31, 2018, 2017 and 2016.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of other assets

Other assets are comprised of the following as of December 31, 2018 and 2017 (in thousands):

	December 31,
	2018		2017
Intangible assets, net of accumulated amortization of $3,124 and $1,532	$	8,145	$	1,716
Accounts receivable		5,672		5,498
Prepaid real estate taxes		4,406		3,960
Prepaid insurance		1,479		2,105
Amounts due from affiliates (see note 13)		10,584		7,480
Assets held in trust related to deferred compensation arrangements		9,645		9,393
Equity investment recorded at cost (1)		5,000		—
Other		3,832		4,438
Total other assets, net	$	48,763	$	34,590

(1) On September 5, 2018, the Company invested $5.0 million in exchange for 100% of the Class A Preferred Units of Capital Storage Partners, LLC, a newly formed venture that acquired 22 self-storage properties located in Florida (4), Oklahoma (5), and Texas (13). The Class A Preferred Units earn an 11% cumulative dividend prior to any other distributions. The Company’s investment in Capital Storage and the related dividends are included in Other assets, net on the Company’s consolidated balance sheets and in Other income on the Company’s consolidated statements of operations, respectively.

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STORAGE PROPERTIES (Tables)

12 Months Ended

Dec. 31, 2018

STORAGE PROPERTIES

Summary of real estate assets

	December 31,
	2018		2017
	(in thousands)
Land	$	806,916	$	711,140
Buildings and improvements		3,343,173		3,086,252
Equipment		176,583		182,958
Construction in progress		136,783		181,365
Storage properties		4,463,455		4,161,715
Less: Accumulated depreciation		(862,487)		(752,925)
Storage properties, net	$	3,600,968	$	3,408,790

Schedule of acquisitions and dispositions of real estate assets

			Number of	Purchase / Sale Price
Asset/Portfolio	Market	Transaction Date	Stores	(in thousands)
2018 Acquisitions:
Texas Asset	Texas Markets - Major	January 2018	1	$	12,200
Texas Asset	Texas Markets - Major	May 2018	1		19,000
Metro DC Asset	Baltimore / DC	July 2018	1		34,200
Nevada Asset	Las Vegas	September 2018	1		14,350
North Carolina Asset	Charlotte	September 2018	1		11,000
California Asset	Los Angeles	October 2018	1		53,250
Texas Asset	Texas Markets - Major	October 2018	1		23,150
California Asset	San Diego	November 2018	1		19,118
New York Asset	New York / Northern NJ	November 2018	1		37,000
Illinois Asset	Chicago	December 2018	1		4,250
			10	$	227,518
2018 Dispositions:
Arizona Assets	Phoenix	November 2018	2	$	17,502
			2	$	17,502
2017 Acquisitions:
Illinois Asset	Chicago	April 2017	1	$	11,200
Maryland Asset	Baltimore / DC	May 2017	1		18,200
California Asset	Sacramento	May 2017	1		3,650
Texas Asset	Texas Markets - Major	October 2017	1		4,050
Florida Asset	Florida Markets - Other	October 2017	1		14,500
Illinois Asset	Chicago	November 2017	1		11,300
Florida Asset	Florida Markets - Other	December 2017	1		17,750
			7	$	80,650
2016 Acquisitions:
Metro DC Asset	Baltimore / DC	January 2016	1	$	21,000
Texas Assets	Texas Markets - Major	January 2016	2		24,800
New York Asset	New York / Northern NJ	January 2016	1		48,500
Texas Asset	Texas Markets - Major	January 2016	1		11,600
Connecticut Asset	Connecticut	February 2016	1		19,000
Texas Asset	Texas Markets - Major	March 2016	1		11,600
Florida Assets	Florida Markets - Other	March 2016	3		47,925
Colorado Asset	Denver	April 2016	1		11,350
Texas Asset	Texas Markets - Major	April 2016	1		11,600
Texas Asset	Texas Markets - Major	May 2016	1		10,100
Texas Asset	Texas Markets - Major	May 2016	1		10,800
Illinois Asset	Chicago	May 2016	1		12,350
Illinois Asset	Chicago	May 2016	1		16,000
Massachusetts Asset	Massachusetts	June 2016	1		14,300
Nevada Assets	Las Vegas	July 2016	2		23,200
Arizona Asset	Phoenix	August 2016	1		14,525
Minnesota Asset	Minneapolis	August 2016	1		15,150
Colorado Asset	Denver	August 2016	1		15,600
Texas Asset	Texas Markets - Major	September 2016	1		6,100
Texas Asset	Texas Markets - Major	September 2016	1		5,300
Nevada Asset	Las Vegas	October 2016	1		13,250
North Carolina Asset	Charlotte	November 2016	1		10,600
Arizona Asset	Phoenix	November 2016	1		14,000
Nevada Asset	Las Vegas	December 2016	1		14,900
			28	$	403,550

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INVESTMENT ACTIVITY (Tables)

12 Months Ended

Dec. 31, 2018

INVESTMENT ACTIVITY

Schedule of revenue and earnings from acquisitions since the acquisition dates included in consolidated statement of operations

	Year Ended December 31, 2018
	(in thousands)
Total revenue	$	4,089
Net loss		(2,732)

Schedule of capitalized costs for investments in storage properties

			CubeSmart
	Number of		Ownership	Total
Store Location	Stores	Date Opened	Interest	Construction Costs
				(in thousands)
Bronx, NY	1	Q3 2018	51%	$	92,100
Brooklyn, NY (1)	1	Q4 2017	100%		49,300
Washington, D.C.	1	Q3 2017	100%		27,800
New York, NY	1	Q3 2017	90%		81,200
North Palm Beach, FL	1	Q1 2017	100%		9,700
Bronx, NY (1) (2)	1	Q2 2016	100%		32,200
Queens, NY (1)	1	Q1 2016	100%		31,800
	7			$	324,100

(1) These stores were previously owned through three separate consolidated joint ventures, of which the Company owned a 51% interest in each. On April 5, 2016, the noncontrolling member in the venture that owned the Queens, NY store put its 49% interest in the venture to the Company for $12.5 million. On August 12, 2016, the noncontrolling member in the venture that owned the Bronx, NY store put its 49% interest in the venture to the Company for $17.0 million. On March 28, 2018, the noncontrolling member in the venture that owned the Brooklyn, NY store put its 49% interest in the venture to the Company for $20.4 million. These amounts are included in Development costs on the Company’s consolidated statements of cash flows.

(2) This store is subject to a ground lease.

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURE (Tables)

12 Months Ended

Dec. 31, 2018

INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

Summary of the financial position of the ventures

	December 31,
	2018		2017
Assets
Storage properties, net	$	741,209	$	647,668
Other assets		16,042		8,284
Total assets	$	757,251	$	655,952
Liabilities and equity
Other liabilities	$	7,911	$	6,853
Debt		413,848		346,475
Equity
CubeSmart		95,796		91,206
Joint venture partners		239,696		211,418
Total liabilities and equity	$	757,251	$	655,952

Summary of results of operations of the ventures

	Year ended December 31,
	2018		2017		2016
Total revenues	$	90,111	$	81,058	$	64,931
Operating expenses		37,899		33,922		26,150
Other expense		938		783		3,750
Interest expense, net		13,311		11,703		9,432
Depreciation and amortization		41,972		45,086		53,701
Net loss	$	(4,009)	$	(10,436)	$	(28,102)
Company’s share of net loss	$	(865)	$	(1,386)	$	(2,662)

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UNSECURED SENIOR NOTES (Tables)

12 Months Ended

Dec. 31, 2018

Senior Notes

Summary of debt

	December 31,				Effective		Issuance	Maturity
Unsecured Senior Notes	2018		2017		Interest Rate		Date	Date
	(in thousands)
$250M 4.800% Guaranteed Notes due 2022	$	250,000	$	250,000	4.82	%	Jun-12	Jul-22
$300M 4.375% Guaranteed Notes due 2023 (1)		300,000		300,000	4.33	%	Various (1)	Dec-23
$300M 4.000% Guaranteed Notes due 2025 (2)		300,000		300,000	3.99	%	Various (2)	Nov-25
$300M 3.125% Guaranteed Notes due 2026		300,000		300,000	3.18	%	Aug-16	Sep-26
Principal balance outstanding		1,150,000		1,150,000
Less: Discount on issuance of unsecured senior notes, net		(568)		(617)
Less: Loan procurement costs, net		(5,908)		(6,923)
Total unsecured senior notes, net	$	1,143,524	$	1,142,460

(1) On April 4, 2017, the Operating Partnership issued $50.0 million of its 4.375% senior notes due 2023, which are part of the same series as the $250.0 million principal amount of the Operating Partnership’s 4.375% senior notes due December 15, 2023 issued on December 17, 2013.  The $50.0 million and $250.0 million tranches were priced at 105.040% and 98.995%, respectively, of the principal amount to yield 3.495% and 4.501%, respectively, to maturity.  The combined weighted-average effective interest rate of the 2023 notes is 4.330%.

(2) On April 4, 2017, the Operating Partnership issued $50.0 million of its 4.000% senior notes due 2025, which are part of the same series as the $250.0 million principal amount of the Operating Partnership’s 4.000% senior notes due November 15, 2025 issued on October 26, 2015.  The $50.0 million and $250.0 million tranches were priced at 101.343% and 99.735%, respectively, of the principal amount to yield 3.811% and 4.032%, respectively, to maturity.  The combined weighted-average effective interest rate of the 2025 notes is 3.994%.

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REVOLVING CREDIT FACILITY AND UNSECURED TERM LOANS (Tables)

12 Months Ended

Dec. 31, 2018

Credit Facility and Term Loan Facility

Summary of debt

	Carrying Value as of:				Effective Interest
	December 31,				Rate as of		Maturity
Unsecured Term Loans	2018		2017		December 31, 2018 (1)		Date
	(in thousands)
Credit Facility
Unsecured term loan (2)	$	200,000	$	200,000	3.80	%	Jan-19
Term Loan Facility
Unsecured term loan		100,000		100,000	3.65	%	Jan-20
Principal balance outstanding		300,000		300,000
Less: Loan procurement costs, net		(201)		(604)
Total unsecured term loans, net	$	299,799	$	299,396

(1) Pricing on the Term Loan Facility and the unsecured term loan under the Credit Facility is dependent on the Company’s unsecured debt credit ratings. At the Company’s current Baa2/BBB level, amounts drawn under the term loan that matured in January 2019 were priced at 1.30% over LIBOR, while amounts drawn under the term loan that is scheduled to mature in January 2020 are priced at 1.15% over LIBOR.  As of December 31, 2018, borrowings under the Credit Facility, inclusive of the Revolver, and Term Loan Facility, as amended, had an effective weighted average interest rate of 3.75%.

(2) On January 31, 2019, the Company used a portion of the net proceeds from the issuance of $350.0 million of 4.375% Senior Notes due 2029 (the “2029 Notes” - see note 18) to repay all of the outstanding indebtedness under the unsecured term loan portion of the Credit Facility that was scheduled to mature in January 2019. 

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MORTGAGE LOANS AND NOTES PAYABLE (Tables) - Mortgages

12 Months Ended

Dec. 31, 2018

Summary of debt

	Carrying Value as of:
	December 31,				Effective		Maturity
Mortgage Loans and Notes Payable	2018		2017		Interest Rate		Date
	(in thousands)
YSI 33	$	9,214	$	9,547	6.42	%	Jul-19
YSI 26		8,022		8,228	4.56	%	Nov-20
YSI 57		2,816		2,889	4.61	%	Nov-20
YSI 55		22,041		22,508	4.85	%	Jun-21
YSI 24		24,893		25,700	4.64	%	Jun-21
YSI 65		2,363		2,411	3.85	%	Jun-23
YSI 66		31,171		31,727	3.51	%	Jun-23
YSI 68		5,626		5,786	3.78	%	May-24
Principal balance outstanding		106,146		108,796
Plus: Unamortized fair value adjustment		2,551		3,286
Less: Loan procurement costs, net		(451)		(648)
Total mortgage loans and notes payable, net	$	108,246	$	111,434

Schedule of the future principal payment requirements on the outstanding mortgage loans and notes payable

The following table represents the future principal payment requirements on the outstanding mortgage loans and notes payable as of December 31, 2018 (in thousands):

2019	$	11,652
2020		12,791
2021		45,057
2022		923
2023		31,019
2024 and thereafter		4,704
Total mortgage payments		106,146
Plus: Unamortized fair value adjustment		2,551
Less: Loan procurement costs, net		(451)
Total mortgage loans and notes payable, net	$	108,246

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ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables)

12 Months Ended

Dec. 31, 2018

ACCUMULATED OTHER COMPREHENSIVE INCOME

Summary of changes in accumulated other comprehensive income by component

The following table summarizes the changes in accumulated other comprehensive income (loss) by component for the year ended December 31, 2018 (in thousands):

	Unrealized Gains (Losses)
	on Interest Rate Swaps
Other comprehensive loss before reclassifications	$	(970)
Amounts reclassified from accumulated other comprehensive income		(62)	(1)
Net current-period other comprehensive loss		(1,032)
Balance at December 31, 2017		3
Balance at December 31, 2018	$	(1,029)

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

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RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2018

RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS

Summary of terms and fair values of the derivative financial instruments

The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of December 31, 2018 and 2017 (in thousands):

Hedge	Hedge	Notional Amount						Effective		Fair Value
Product	Type	December 31, 2018		December 31, 2017		Strike		Date	Maturity	December 31, 2018		December 31, 2017
Swap	Cash flow (1)	$	75,000	$	—	2.8015	%	6/28/2019	6/28/2029	$	(516)	$	—
Swap	Cash flow (1)		50,000		—	2.8030	%	6/28/2019	6/28/2029		(350)		—
Swap	Cash flow (1)		25,000		—	2.8020	%	6/28/2019	6/28/2029		(173)		—
Swap	Cash flow (2)		—		40,000	2.4590	%	6/20/2011	6/20/2018		—		(161)
Swap	Cash flow (2)		—		40,000	2.4725	%	6/20/2011	6/20/2018		—		(163)
Swap	Cash flow (2)		—		20,000	2.4750	%	6/20/2011	6/20/2018		—		(82)
		$	150,000	$	100,000					$	(1,039)	$	(406)

(1) These interest rate swaps were entered into on December 24, 2018 to protect the Company against adverse fluctuations in interest rates by reducing exposure to variability in cash flows relating to interest payments on a forecasted issuance of long-term debt. On January 24, 2019, in conjunction with the issuance of the 2029 Notes (see note 18), the Company settled these interest rate swaps for $0.8 million. The termination premium will be reclassified from accumulated other comprehensive income (loss) as an increase to interest expense over the life of the 2029 Notes, which mature on February 15, 2029.

Hedged unsecured variable rate debt by fixing 30-day LIBOR.

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FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2018

FAIR VALUE MEASUREMENTS

Schedule of financial assets and liabilities carried at fair value

Financial assets and liabilities carried at fair value as of December 31, 2018 are classified in the table below in one of the three categories described above (dollars in thousands):

	Level 1		Level 2		Level 3
Interest rate swap derivative liabilities	$	—	$	1,039	$	—
Total liabilities at fair value	$	—	$	1,039	$	—

Financial assets and liabilities carried at fair value as of December 31, 2017 are classified in the table below in one of the three categories described above (dollars in thousands):

	Level 1		Level 2		Level 3
Interest rate swap derivative liabilities	$	—	$	406	$	—
Total liabilities at fair value	$	—	$	406	$	—

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NONCONTROLLING INTERESTS (Tables)

12 Months Ended

Dec. 31, 2018

NONCONTROLLING INTERESTS

Schedule of noncontrolling interests in subsidiaries

Accordingly, the Company consolidates the assets, liabilities, and results of operations of the joint ventures in the table below (dollars in thousands):

			Date Opened /	CubeSmart
	Number		Estimated	Ownership	December 31, 2018
Consolidated Joint Ventures	of Stores	Location	Opening	Interest	Total Assets		Total Liabilities
CS SJM E 92nd Street, LLC ("92nd St") (3)	1	New York, NY	Q2 2020 (est.)	90%	$	3,829	$	2,424
CS SDP Newtonville, LLC ("Newton") (3)	1	Newton, MA	Q1 2020 (est.)	90%		7,077		549
CS 1158 McDonald Ave, LLC ("McDonald Ave") (1)	1	Brooklyn, NY	Q3 2019 (est.)	51%		30,291		8,341
CS 160 East 22nd St, LLC ("22nd St") (1)	1	Bayonne, NJ	Q1 2019 (est.)	51%		20,947		12,023
CS SDP Waltham, LLC ("Waltham") (3)	1	Waltham, MA	Q1 2019 (est.)	90%		14,764		9,025
2225 46th St, LLC ("46th St") (1)	1	Queens, NY	Q1 2019 (est.)	51%		42,840		14,876
2880 Exterior St, LLC ("Exterior St") (1)	1	Bronx, NY	Q3 2018	51%		88,207		39,097
444 55th Street Holdings, LLC ("55th St") (2)	1	New York, NY	Q3 2017	90%		78,837		32,998
186 Jamaica Avenue, LLC ("Jamaica Ave") (3)	1	Queens, NY	Q4 2015	90%		17,588		12,497
Shirlington Rd, LLC ("SRLLC") (3)	1	Arlington, VA	Q2 2015	90%		15,521		12,497
	10				$	319,901	$	144,327

(1) The noncontrolling members of McDonald Ave, 22nd St, 46th St, and Exterior St have the option to put their ownership interest in the ventures to the Company for $10.0 million, $11.5 million, $14.2 million, and $37.8 million, respectively, within the one-year period after construction of each store is substantially complete. Additionally, the Company has a one-year option to call the ownership interest of the noncontrolling members of McDonald Ave, 22nd St, 46th St, and Exterior St for $10.0 million, $11.5 million, $14.2 million, and $37.8 million, respectively, beginning on the second anniversary of the respective store’s construction being substantially complete. The Company is accreting the respective liabilities during the development periods and, as of December 31, 2018, has accrued $6.7 million, $9.8 million, $13.1 million, and $37.8 million related to McDonald Ave, 22nd St, 46th St, and Exterior St, respectively.

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

(3) The Company has a related party commitment to these ventures to fund all or a portion of the construction costs. As of December 31, 2018, the Company has funded $1.1 million of a total $6.9 million loan commitment to 92nd St, $0.5 million of a total $12.1 million loan commitment to Newton, $6.8 million of a total $10.8 million loan commitment to Waltham, $12.4 million of a total $12.8 million loan commitment to Jamaica Ave, and $12.4 million of a total $14.6 million loan commitment to SRLLC, which are included in the total liability amounts within the table above. These loans and related interest were eliminated during consolidation.

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COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2018

COMMITMENTS AND CONTINGENCIES

Schedule of future minimum rental payments under non-cancelable ground leases

	Ground Lease
	Amount
	(in thousands)
2019	$	2,814
2020		2,887
2021		2,956
2022		3,116
2023		3,090
2024 and thereafter		116,379
	$	131,242

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SHARE-BASED COMPENSATION PLANS (Tables)

12 Months Ended

Dec. 31, 2018

SHARE-BASED COMPENSATION PLANS

Schedule of assumptions used for estimating the fair value of share options using the Black-Scholes option-pricing model

Assumptions:	2018			2017			2016
Risk-free interest rate		2.5	%		2.2	%		1.8	%
Expected dividend yield		3.7	%		3.5	%		2.7	%
Volatility (1)		32.00	%		33.00	%		33.00	%
Weighted average expected life of the options (2)		6.0	years		6.0	years		6.0	years
Weighted average grant date fair value of options granted per share	$	6.24		$	6.12		$	7.61

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

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

Summary of option activity

				Weighted Average
	Number of Shares	Weighted Average		Remaining
	Under Option	Strike Price		Contractual Term
Balance at December 31, 2015	2,421,944	$	13.07	4.08
Options granted	213,008		30.32	9.07
Options exercised	(695,262)		18.69	0.29
Balance at December 31, 2016	1,939,690	$	12.94	4.85
Options granted	289,104		26.30	9.07
Options exercised	(395,621)		5.98	1.14
Balance at December 31, 2017	1,833,173	$	16.55	5.26
Options granted	305,805		27.85	9.08
Options canceled	(74,748)		26.95	—
Options exercised	(405,227)		9.47	1.98
Balance at December 31, 2018	1,659,003	$	19.89	5.52
Vested or expected to vest at December 31, 2018	1,659,003	$	19.89	5.52
Exercisable at December 31, 2018	1,161,209	$	16.58	4.25

Schedule of non-vested restricted share activity

	Number of Non-
	Vested Restricted
	Shares and Share Units
Non-Vested at January 1, 2018	352,462
Granted	165,551
Vested	(95,553)
Forfeited	(39,860)
Non-Vested at December 31, 2018	382,600

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EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS' EQUITY AND CAPITAL (Tables)

12 Months Ended

Dec. 31, 2018

EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS' EQUITY AND CAPITAL

Summary of the elements used in calculating basic and diluted earnings (loss) per common share

	For the year ended December 31,
	2018		2017		2016
	(Dollars and units in thousands, except per unit amounts)
Net income	$	165,488	$	135,611	$	88,376
Operating Partnership interests of third parties		(1,820)		(1,593)		(941)
Noncontrolling interest in subsidiaries		221		270		470
Distribution to preferred unitholders (1)		—		—		(5,045)
Preferred unit redemption charge		—		—		(2,937)
Net income attributable to common unitholders	$	163,889	$	134,288	$	79,923
Weighted-average units outstanding		184,653		180,525		178,246
Unit options and restricted share units		842		923		1,287
Weighted-average diluted units outstanding (2)		185,495		181,448		179,533
Basic earnings per unit attributable to common unitholders	$	0.89	$	0.74	$	0.45
Diluted earnings per unit attributable to common unitholders	$	0.88	$	0.74	$	0.45

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

(2) For the years ended December 31, 2018,  2017 and 2016, the Company declared cash dividends per common share/unit of $1.22,  $1.11, and $0.90, respectively.

Schedule of common shares sold pursuant to equity distribution agreements

	For the year ended December 31,
	2018		2017		2016
	(Dollars and shares in thousands, except per share amounts)
Number of shares sold		4,291		1,036		4,408
Average sales price per share	$	31.09	$	29.13	$	31.25
Net proceeds after deducting offering costs	$	131,835	$	29,642	$	136,120

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PRO FORMA FINANCIAL INFORMATION (Tables)

12 Months Ended

Dec. 31, 2018

PRO FORMA FINANCIAL INFORMATION

Schedule of consolidated results of operations on a pro forma basis

	Year ended December 31,
	2018		2017
	(in thousands, except per share data)
Pro forma revenues	$	607,181	$	561,244
Pro forma net income	$	173,510	$	129,740
Earnings per share attributable to common shareholders:
Basic - as reported	$	0.89	$	0.74
Diluted - as reported	$	0.88	$	0.74
Basic - as pro forma	$	0.93	$	0.71
Diluted - as pro forma	$	0.93	$	0.71

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SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables)

12 Months Ended

Dec. 31, 2018

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Summary of quarterly financial information

The following is a summary of quarterly financial information for the years ended December 31, 2018 and 2017 (in thousands, except per share data):

	Three months ended
	March 31,		June 30,		September 30,		December 31,
	2018		2018		2018		2018
Total revenues	$	142,877	$	147,815	$	153,370	$	153,882
Total operating expenses		92,464		92,915		93,774		98,775
Net income		34,799		38,751		43,302		48,636
Net income attributable to the Company's common shareholders		34,423		38,410		42,900		48,156
Basic earnings per share attributable to the Company's common shareholders		0.19		0.21		0.23		0.26
Diluted earnings per share attributable to the Company's common shareholders		0.19		0.21		0.23		0.26

	Three months ended
	March 31,		June 30,		September 30,		December 31,
	2017		2017		2017		2017
Total revenues	$	133,037	$	138,559	$	143,865	$	143,482
Total operating expenses		92,646		91,025		91,586		87,971
Net income		25,206		32,838		37,709		39,858
Net income attributable to the Company's common shareholders		24,986		32,458		37,297		39,547
Basic earnings per share attributable to the Company's common shareholders		0.14		0.18		0.21		0.22
Diluted earnings per share attributable to the Company's common shareholders		0.14		0.18		0.21		0.22

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ORGANIZATION AND NATURE OF OPERATIONS (Details)	12 Months Ended
	Dec. 31, 2018 state segment
Number of states in which self-storage facilities are located | state	23
Number of reportable segments | segment	1
Common stock, conversion ratio	1
Cubesmart, L P and Subsidiaries [Member]
Percentage of the entity's partnership interest in Operating Partnership	99.00%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Operating Partnership, Purchase Allocation, Depreciation and Amortization (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Operating Partnership Ownership
Increase (decrease) to OP units owned by third parties and a corresponding decrease to capital	$ 299	$ 3,965	$ (7,388)
Purchase Price Allocation
Amount of purchase price allocated to above- or below-market lease intangibles	$ 0
Minimum
Depreciation and Amortization
Useful lives of self-storage facilities and improvements	5 years
Maximum
Depreciation and Amortization
Useful lives of self-storage facilities and improvements	39 years
Cubesmart, L P and Subsidiaries [Member]
Operating Partnership Ownership
Increase (decrease) to OP units owned by third parties and a corresponding decrease to capital	$ 299	$ 3,965	$ (7,388)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash, Loan Costs and Other Assets (Details) $ in Thousands		12 Months Ended
	Sep. 05, 2018 USD ($) facility	Dec. 31, 2018 USD ($) facility	Dec. 31, 2017 USD ($) facility
Long-Lived Assets held for sale, timing of expected sale		1 year
Loan procurement costs
Loan procurement costs		$ 21,500	$ 21,400
Loan procurement costs, accumulated amortization		13,400	11,100
Other Assets
Intangible assets, net of accumulated amortization of $3,124 and $1,532		8,145	1,716
Accounts receivable		5,672	5,498
Prepaid real estate taxes		4,406	3,960
Prepaid insurance		1,479	2,105
Amounts due from affiliates (see note 13)		10,584	7,480
Assets held in trust related to deferred compensation arrangements		9,645	9,393
Equity investment recorded at cost		5,000
Other		3,832	4,438
Total		48,763	34,590
Accumulated amortization		$ 3,124	$ 1,532
Number of self-storage facilities acquired | facility		10	7
Capital Storage Partners, LLC
Other Assets
Equity investment recorded at cost	$ 5,000
Ownership interest in partnership (as a percent)	100.00%
Number of self-storage facilities acquired | facility	22
Series A Preferred shares, percentage	11.00%
Capital Storage Partners, LLC | Florida
Other Assets
Number of self-storage facilities acquired | facility	4
Capital Storage Partners, LLC | Oklahoma
Other Assets
Number of self-storage facilities acquired | facility	5
Capital Storage Partners, LLC | Texas
Other Assets
Number of self-storage facilities acquired | facility	13

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising, Equity Offering Costs and Capitalized Interest (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Advertising and Marketing Costs
Advertising and marketing expenses	$ 10.3	$ 9.7	$ 9.4
Equity Offering Costs
Equity offering costs	1.6	0.6	1.6
Capitalized Interest
Interest costs, capitalized	$ 4.4	$ 5.6	$ 4.6

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes, Earnings per Share and Unit and Derivatives (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Taxes
Net tax basis in the entity's assets	$ 3,600.0	$ 3,400.0
Percentage of distributions characterized as ordinary income dividends	78.19%
Percentage of distributions characterized as capital gain dividends	13.653%
Percentage of distributions characterized as return of capital dividends	8.157%
Federal excise tax rate (as a percent)	4.00%
Percentage of ordinary income considered for the calculation of annual amount which is subject to federal excise tax	85.00%
Percentage of net capital gain considered for the calculation of annual amount which is subject to Federal excise tax	95.00%
Percentage of prior year taxable income considered for the calculation of annual amount which is subject to federal excise tax	100.00%
Sales and Excise Tax Payable	$ 0.0
Net deferred tax asset recorded by REIT subsidiary TRS	$ 1.4	$ 1.4
Earnings per Share and Unit
Potential dilutive securities not included in the calculation of diluted earnings per share, as they were identified as anti-dilutive (in shares)			1,287,000
Potential dilutive securities included in the calculation of diluted earnings per share (in shares)	842,000	923,000
Interest rate swap | Designated | Cash flow
Foreign currency
Notional principal amounts	$ 150.0	$ 100.0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reclassifications (Details) - USD ($) $ in Thousands			12 Months Ended
	Jan. 01, 2017	Jan. 01, 2016	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Mar. 31, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Investing cash flows			$ (322,259)	$ (150,303)	$ (559,288)
Operating cash flows			304,335	291,914	263,274
Accounting Standards Update 2016-18 | Reclassifications
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Investing cash flows				(4,100)	(16,100)
Operating cash flows	$ (100)	$ (600)
Accounting Standards Update 2016-15
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Investing cash flows				1,600	1,300
Accounting Standards Update 2016-02 | Forecast
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease liabilities						$ 55,000
Right-of-use assets						$ 50,000
Cubesmart, L P and Subsidiaries [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Investing cash flows			(322,259)	(150,303)	(559,288)
Operating cash flows			$ 304,335	$ 291,914	$ 263,274

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Credit Risk (Details)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
New York
Concentration of Credit Risk
Percentage of total revenues (as a percent)	16.00%	16.00%	16.00%
Florida
Concentration of Credit Risk
Percentage of total revenues (as a percent)	17.00%	17.00%	17.00%
California
Concentration of Credit Risk
Percentage of total revenues (as a percent)	8.00%	8.00%	8.00%
Texas
Concentration of Credit Risk
Percentage of total revenues (as a percent)	10.00%	10.00%	10.00%

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STORAGE PROPERTIES - Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
STORAGE FACILITIES
Storage properties	$ 4,463,455	$ 4,161,715
Less: Accumulated depreciation	(862,487)	(752,925)
Storage properties, net (including VIE assets of $330,986 and $291,496, respectively)	3,600,968	3,408,790	$ 3,326,816
Land
STORAGE FACILITIES
Storage properties	806,916	711,140
Buildings and improvements
STORAGE FACILITIES
Storage properties	3,343,173	3,086,252
Equipment
STORAGE FACILITIES
Storage properties	176,583	182,958
Construction in progress
STORAGE FACILITIES
Storage properties	$ 136,783	$ 181,365

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STORAGE PROPERTIES - Activity (Details) Unit12 in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2018 facility	Dec. 31, 2018	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($) facility	Dec. 31, 2016 property	Dec. 31, 2016 facility	Dec. 31, 2016 USD ($)
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility	10			7
Purchase Price			$ 227,518	$ 80,650
2018 Acquisitions
STORAGE FACILITIES
Purchase Price			227,518
2018 Acquisitions | Texas Asset January 2018
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility	1
Purchase Price			12,200
2018 Acquisitions | Texas Asset May 2018
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility	1
Purchase Price			19,000
2018 Acquisitions | Metro DC Asset July 2018
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility	1
Purchase Price			34,200
2018 Acquisitions | Nevada Asset September 2018
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility	1
Purchase Price			14,350
2018 Acquisitions | North Carolina Asset September 2018
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility	1
Purchase Price			11,000
2018 Acquisitions | California Asset October 2018
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility	1
Purchase Price			53,250
2018 Acquisitions | Texas Asset October 2018
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility	1
Purchase Price			23,150
2018 Acquisitions | California Asset November 2018
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility	1
Purchase Price			19,118
2018 Acquisitions | New York Asset November 2018
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility	1
Purchase Price			37,000
2018 Acquisitions | Illinois Asset December 2018
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility	1
2018 Acquisitions | Illinois Asset
STORAGE FACILITIES
Purchase Price			$ 4,250
2017 Acquisitions | Illinois Asset April 2017
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				1
Purchase Price				$ 11,200
2017 Acquisitions | Maryland Asset May 2017
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				1
Purchase Price				$ 18,200
2017 Acquisitions | California Asset May 2017
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				1
Purchase Price				$ 3,650
2017 Acquisitions | Texas Asset October 2017
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				1
Purchase Price				$ 4,050
2017 Acquisitions | Florida Asset October 2017
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				1
Purchase Price				$ 14,500
2017 Acquisitions | Illinois Asset November 2017
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				1
Purchase Price				$ 11,300
2017 Acquisitions | Florida Asset December 2017
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility				1
Purchase Price				$ 17,750
2016 Acquisitions
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties)					28	28
Purchase Price							$ 403,550
2016 Acquisitions | Metro DC Asset One
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							21,000
2016 Acquisitions | Texas Asset Nineteen
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						2
Purchase Price							24,800
2016 Acquisitions | New York Asset Four
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							48,500
2016 Acquisitions | Texas Asset Twenty
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							11,600
2016 Acquisitions | Connecticut Asset
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							19,000
2016 Acquisitions | Texas Asset Twenty-one
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							11,600
2016 Acquisitions | Florida Assets Thirteen
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						3
Purchase Price							47,925
2016 Acquisitions | Colorado Asset Two
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							11,350
2016 Acquisitions | Texas Asset Twenty-Two
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							11,600
2016 Acquisitions | Texas Asset Twenty-Three
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							10,100
2016 Acquisitions | Texas Asset Twenty-Four
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							10,800
2016 Acquisitions | Illinois Asset Two
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							12,350
2016 Acquisitions | Illinois Asset Three
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							16,000
2016 Acquisitions | Massachusetts Asset Three
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							14,300
2016 Acquisitions | Nevada Asset
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						2
Purchase Price							23,200
2016 Acquisitions | Arizona Asset Seven
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							14,525
2016 Acquisitions | Minnesota Asset
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							15,150
2016 Acquisitions | Colorado Asset
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							15,600
2016 Acquisitions | Texas Asset Twenty-Five
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							6,100
2016 Acquisitions | Texas Asset Twenty Six
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							5,300
2016 Acquisitions | Nevada Asset Two
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							13,250
2016 Acquisitions | North Carolina Asset One
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							10,600
2016 Acquisitions | Arizona Asset Eight
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							14,000
2016 Acquisitions | Nevada Asset Three
STORAGE FACILITIES
Number of Facilities, acquisitions (in properties) | facility						1
Purchase Price							$ 14,900
Dispositions
STORAGE FACILITIES
Number of Facilities, dispositions (in properties)	2	17,502
Dispositions | Arizona Asset
STORAGE FACILITIES
Number of Facilities, dispositions (in properties)	2	17,502

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INVESTMENT ACTIVITY (Details)												3 Months Ended	12 Months Ended							36 Months Ended
	Nov. 28, 2018 USD ($) facility	Jul. 23, 2018 shares	Jun. 23, 2018 shares	Mar. 28, 2018 USD ($)	Jan. 31, 2018 USD ($) shares	Jun. 02, 2017 USD ($)	Apr. 12, 2017 USD ($) shares	Aug. 12, 2016 USD ($)	Apr. 18, 2016 USD ($) shares	Apr. 05, 2016 USD ($)	May 14, 2015 USD ($) shares	Dec. 31, 2015	Dec. 31, 2018 USD ($) property facility shares	Dec. 31, 2017 USD ($) property facility $ / shares shares	Dec. 31, 2016 USD ($) property	Dec. 31, 2016 USD ($) item	Dec. 31, 2016 USD ($) facility	Dec. 31, 2016 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2018 USD ($) facility
Self-storage facilities
Number of self-storage facilities | facility																				7
Number of self-storage facilities acquired | facility													10	7
Aggregate purchase price													$ 227,518,000	$ 80,650,000
Proceeds from sales of facilities, net													16,389,000
Total Construction Costs																				$ 324,100,000
Storage properties													4,463,455,000	4,161,715,000						4,463,455,000
Restricted cash													2,718,000	3,890,000						2,718,000
Gain from sale of real estate, net													$ 10,576,000
OP units issued (in shares) | shares									61,224		20,408
Issuance of OP Shares									$ 1,500,000		$ 500,000
Common stock, conversion ratio													1
Acquisition of noncontrolling interest														$ 9,033,000
Self storage under construction
Self-storage facilities
Number of facilities under contract | facility													6
Development costs													$ 118,600,000							$ 118,600,000
Expected construction cost													162,700,000
Self Storage Facility in Queens, NY I
Self-storage facilities
Cash paid for acquisition										$ 12,500,000
Acquisition of remaining interest in real estate ventures (as a percent)										49.00%
Cash paid for acquisition of remaining interest in real estate ventures										$ 12,500,000
Self Storage Facility in Brooklyn, NY I
Self-storage facilities
Cash paid for acquisition						$ 9,000,000
Ownership interest held by the entity (as a percent)												90.00%
Acquisition of remaining interest in real estate ventures (as a percent)				49.00%		10.00%
Cash paid for acquisition of remaining interest in real estate ventures						$ 9,000,000
Acquisition of noncontrolling interest				$ 20,400,000		8,600,000
Repayments of debt						$ 9,800,000
Self-storage Facility in Bronx, NY I
Self-storage facilities
Number of self-storage facilities | facility																				1
Ownership interest held by the entity (as a percent)																				51.00%
Total Construction Costs																				$ 92,100,000
Self-storage Facility in Brooklyn, NY
Self-storage facilities
Number of self-storage facilities | facility																				1
Ownership interest held by the entity (as a percent)																				100.00%
Total Construction Costs																				$ 49,300,000
Self-storage Facility in Washington DC
Self-storage facilities
Number of self-storage facilities | facility																				1
Ownership interest held by the entity (as a percent)																				100.00%
Total Construction Costs																				$ 27,800,000
Self-storage facilities located in New York
Self-storage facilities
Number of self-storage facilities | facility																				1
Ownership interest held by the entity (as a percent)																				90.00%
Total Construction Costs																				$ 81,200,000
Self-storage Facility In North Palm Beach, FL
Self-storage facilities
Number of self-storage facilities | facility																				1
Ownership interest held by the entity (as a percent)																				100.00%
Total Construction Costs																				$ 9,700,000
Self-storage Facility in Bronx, NY
Self-storage facilities
Number of self-storage facilities | facility																				1
Cash paid for acquisition								$ 17,000,000
Ownership interest held by the entity (as a percent)																				100.00%
Total Construction Costs																				$ 32,200,000
Acquisition of remaining interest in real estate ventures (as a percent)								49.00%
Cash paid for acquisition of remaining interest in real estate ventures								$ 17,000,000
Self-storage Facility in Queens, NY
Self-storage facilities
Number of self-storage facilities | facility																				1
Ownership interest held by the entity (as a percent)																				100.00%
Total Construction Costs																				$ 31,800,000
Self Storage Facilities in Bronx, NY and Brooklyn, NY
Self-storage facilities
Ownership interest held by the entity (as a percent)																		51.00%
Number of joint ventures | item																3
2018 Acquisitions
Self-storage facilities
Aggregate purchase price													227,518,000
Summary of the amounts of revenue and earnings of the 2016 and 2015 acquisitions since the acquisition dates
Total revenue													4,089,000
Net loss													(2,732,000)
2017 Acquisitions | Self-storage facilities located in US
Self-storage facilities
Number of self-storage facilities acquired | facility														6
Number of self-storage facilities acquired upon completion of construction | facility														2
Aggregate purchase price														$ 69,500,000
Units issued (in shares) | shares														12,300,000
Intangible value of the in-place leases														$ 3,200,000
Estimated life														12 months
Amortization expense													$ 1,700,000	$ 1,500,000
Number of properties, assumed mortgage | facility														1
Assumed mortgage debt, at fair value														$ 6,200,000
Outstanding principal balance of mortgage debt assumed on acquisitions														5,900,000
Premium on debt assumed on acquisitions														$ 300,000
2016 Acquisitions
Self-storage facilities
Number of self-storage facilities acquired															28		28
Aggregate purchase price																			$ 403,550,000
Intangible value of the in-place leases															$ 18,800,000	$ 18,800,000	$ 18,800,000	$ 18,800,000	18,800,000
Estimated life														12 months
Amortization expense														$ 8,300,000					10,500,000
Number of properties, assumed mortgage | facility																	1
Assumed mortgage debt, at fair value															6,500,000	6,500,000	$ 6,500,000	6,500,000	6,500,000
Outstanding principal balance of mortgage debt assumed on acquisitions															6,300,000	6,300,000	6,300,000	6,300,000	6,300,000
Premium on debt assumed on acquisitions															$ 200,000	$ 200,000	$ 200,000	$ 200,000	200,000
Number of facilities not yet closed																			$ 3
Self-storage facilities
Self-storage facilities
Number of self-storage facilities acquired | property													10	7
Aggregate purchase price													$ 227,500,000	$ 80,700,000
Self-storage facilities | 2018 Acquisitions | Self-storage facilities located in US
Self-storage facilities
Number of self-storage facilities acquired | facility													10
Number of self-storage facilities acquired upon completion of construction | facility													1
Cash paid for acquisition													$ 200,000
Intangible value of the in-place leases													$ 11,300,000							$ 11,300,000
Estimated life													12 months
Amortization expense													$ 3,100,000
Number of properties, assumed mortgage | facility													1
Issuance of OP Shares													$ 4,800,000
Common stock, conversion ratio													1
Cash paid for acquisition of remaining interest in real estate ventures													$ 200,000
Repayments of debt													$ 7,200,000
Texas
Self-storage facilities
Cash paid for acquisition					$ 200,000
Units issued (in shares) | shares					168,011
Units issued					$ 4,800,000
Total consideration					12,200,000
Cash paid for acquisition of remaining interest in real estate ventures					$ 200,000
New York | Self storage under construction
Self-storage facilities
Number of facilities under contract | facility													3
Massachusetts | Self storage under construction
Self-storage facilities
Number of facilities under contract | facility													2
New Jersey | Self storage under construction
Self-storage facilities
Number of facilities under contract | facility													1
Arizona
Self-storage facilities
Net proceeds from sale of assets	$ 17,500,000
Number of assets sold | facility	2
Gain from sale of real estate, net	$ 10,600,000
Illinois
Self-storage facilities
Cash paid for acquisition							$ 9,700,000							9,700,000
Contract amount to purchase real estate														$ 11,200,000
Units issued (in shares) | shares			46,322				58,400							58,400
Stated value (in dollars per share) | $ / shares														$ 25
Distribution rate (as a percent)														3.00%
Total consideration							$ 11,200,000
Cash paid for acquisition of remaining interest in real estate ventures							$ 9,700,000							$ 9,700,000
Capital Unit Class C | Self-storage facilities | 2018 Acquisitions | Self-storage facilities located in US
Self-storage facilities
Redemption period, holder													13 months
Issuance of OP Units (in shares) | shares													168,011
Capital Unit Class C | Illinois
Self-storage facilities
Units issued (in shares) | shares		46,322
Joint Venture | Self Storage Facility in Brooklyn, NY I
Self-storage facilities
Minority ownership interest (as a percent)						0.00%

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURE (Details) $ in Thousands														3 Months Ended		12 Months Ended			36 Months Ended
	Sep. 05, 2018 USD ($) facility	Jan. 31, 2018 USD ($)	Nov. 01, 2017 USD ($)	Oct. 16, 2017 USD ($)	Dec. 15, 2016 USD ($) facility	Nov. 29, 2016 USD ($) facility	Jun. 15, 2016 USD ($) facility	Apr. 21, 2016 USD ($) facility	Mar. 30, 2016 USD ($) facility	Jan. 26, 2016 USD ($) facility	Dec. 08, 2015 USD ($) facility	May 01, 2014 USD ($) facility	Dec. 10, 2013 USD ($) property facility	Mar. 31, 2016 USD ($) facility	Dec. 31, 2015 USD ($) facility	Dec. 31, 2018 USD ($) facility	Dec. 31, 2017 USD ($) facility	Dec. 31, 2016 USD ($)	Dec. 31, 2018 USD ($) facility	Dec. 15, 2017
Investment in Unconsolidated Real Estate Venture
Investment in real estate entities																$ 95,796	$ 91,206		$ 95,796
Number of storage facilities owned by investee | facility																			7
Number of self-storage facilities acquired | facility																10	7
Acquisitions of storage facilities																$ 214,510	$ 69,629	$ 388,641
Investment in joint venture																5,000			$ 5,000
Interest on real estate venture debt																				4.375%
Summary of results of operations of the real estate venture
Company’s share of net income (loss)																(865)	(1,386)	(2,662)
HVP and HHF
Assets
Storage facilities, net																741,209	647,668		741,209
Other assets																16,042	8,284		16,042
Total Assets																757,251	655,952		757,251
Liabilities and equity
Other liabilities																7,911	6,853		7,911
Debt																413,848	346,475		413,848
Equity
CubeSmart																95,796	91,206		95,796
Joint venture partner																239,696	211,418		239,696
Total liabilities and equity																757,251	655,952		$ 757,251
Summary of results of operations of the real estate venture
Total revenues																90,111	81,058	64,931
Operating expenses																37,899	33,922	26,150
Other expenses																938	783	3,750
Interest expense, net																13,311	11,703	9,432
Depreciation and amortization																41,972	45,086	53,701
Net income (loss)																(4,009)	(10,436)	(28,102)
Company’s share of net income (loss)																$ (865)	(1,386)	$ (2,662)
HHFNE
Investment in Unconsolidated Real Estate Venture
Ownership interest in partnership (as a percent)					10.00%
Number of self-storage facilities acquired | facility					13
Acquisitions of storage facilities					$ 87,500
Intangible value of the in-place leases					$ 6,000
HVP
Investment in Unconsolidated Real Estate Venture
Ownership interest in partnership (as a percent)															10.00%
Number of self-storage facilities acquired | facility						1	1	5	30	1	30
Number of self-storage facilities acquired, assumed mortgage debt | facility															6
Acquisitions of storage facilities						$ 2,700	$ 7,000	$ 36,100	$ 112,800	$ 5,700	$ 193,700
Number of properties to be acquired under the contract | facility														31	37
Contract amount to purchase real estate														$ 115,500	$ 242,500
Intangible value of the in-place leases														10,600	18,900
Assumed mortgage debt, at fair value																	25,300
Outstanding principal balance of mortgage debt assumed on acquisitions																	23,700
Premium on debt assumed on acquisitions																	1,600
Investment in joint venture														5,400	10,700		$ 16,100
Payment to acquire ownership interest in joint venture															116,000
Venture's loan															$ 122,000
Amount of loan obtained														63,500
HVP | Maximum
Investment in Unconsolidated Real Estate Venture
Venture's loan														$ 185,500
HVP | LIBOR
Investment in Unconsolidated Real Estate Venture
Interest rate (as percentage)														2.00%	2.00%
HHF
Investment in Unconsolidated Real Estate Venture
Number of self-storage facilities acquired | property													35
Payment made for acquisition of interest in real estate ventures													$ 315,700
Intangible value of the in-place leases													$ 12,100
Proceeds after closing costs distributed proportionately to partners												$ 99,200
HHF | Secured loan 3.59% due April 30, 2021
Investment in Unconsolidated Real Estate Venture
Amount of loan obtained												$ 100,000
Interest on real estate venture debt												3.59%
Michigan | HVP
Investment in Unconsolidated Real Estate Venture
Number of properties to be acquired under the contract | facility															17
Connecticut | HHFNE
Investment in Unconsolidated Real Estate Venture
Number of self-storage facilities acquired | facility					3
Massachusetts | HHFNE
Investment in Unconsolidated Real Estate Venture
Number of self-storage facilities acquired | facility					6
Massachusetts | HVP
Investment in Unconsolidated Real Estate Venture
Number of properties to be acquired under the contract | facility															7
Rhode Island | HHFNE
Investment in Unconsolidated Real Estate Venture
Number of self-storage facilities acquired | facility					2
Vermont | HHFNE
Investment in Unconsolidated Real Estate Venture
Number of self-storage facilities acquired | facility					2
Tennessee | HVP
Investment in Unconsolidated Real Estate Venture
Number of properties to be acquired under the contract | facility															10
Florida | HVP
Investment in Unconsolidated Real Estate Venture
Number of properties to be acquired under the contract | facility															3
Texas
Investment in Unconsolidated Real Estate Venture
Acquisitions of storage facilities				$ 9,400
Cash paid for acquisition of remaining interest in real estate ventures		$ 200
Texas | HHF
Investment in Unconsolidated Real Estate Venture
Number of storage facilities owned by investee | facility												34
Number of self-storage facilities acquired | facility													34
North Carolina | HVP
Investment in Unconsolidated Real Estate Venture
Number of properties to be acquired under the contract | facility														4
North Carolina | HHF
Investment in Unconsolidated Real Estate Venture
Number of self-storage facilities acquired | facility													(1)
South Carolina | HVP
Investment in Unconsolidated Real Estate Venture
Number of properties to be acquired under the contract | facility														22
Georgia | HVP
Investment in Unconsolidated Real Estate Venture
Number of properties to be acquired under the contract | facility														5
HHFNE
Investment in Unconsolidated Real Estate Venture
Investment in joint venture					$ 3,800
Payment to acquire ownership interest in joint venture					$ 44,500
HHFNE | LIBOR
Investment in Unconsolidated Real Estate Venture
Interest rate (as percentage)					1.90%
HVP | Texas
Investment in Unconsolidated Real Estate Venture
Ownership interest in partnership (as a percent)			20.00%
Contribution of storage property to real estate venture			$ 9,400
Proceeds from venture related to real estate contribution			$ 7,500
HHF
Investment in Unconsolidated Real Estate Venture
Ownership interest in partnership (as a percent)													50.00%
Capital Storage Partners, LLC
Investment in Unconsolidated Real Estate Venture
Ownership interest in partnership (as a percent)	100.00%
Number of self-storage facilities acquired | facility	22
Investment in joint venture	$ 5,000
Series A Preferred shares, percentage	11.00%
Capital Storage Partners, LLC | Florida
Investment in Unconsolidated Real Estate Venture
Number of self-storage facilities acquired | facility	4
Capital Storage Partners, LLC | Texas
Investment in Unconsolidated Real Estate Venture
Number of self-storage facilities acquired | facility	13
Capital Storage Partners, LLC | Oklahoma
Investment in Unconsolidated Real Estate Venture
Number of self-storage facilities acquired | facility	5

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UNSECURED SENIOR NOTES (Details) $ in Thousands					12 Months Ended
	Dec. 15, 2017 USD ($)	Nov. 15, 2017 USD ($)	Apr. 06, 2017 USD ($)	Apr. 04, 2017 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2018 USD ($)
Mortgage loans and Notes payable
Interest rate (as a percent)	4.375%
Less: Loan procurement costs, net					$ (1,592)	$ (963)
Total unsecured senior notes, net					1,142,460	1,143,524
Cubesmart, L P and Subsidiaries [Member]
Mortgage loans and Notes payable
Less: Loan procurement costs, net					(1,592)	(963)
Total unsecured senior notes, net					1,142,460	1,143,524
Senior Notes
Mortgage loans and Notes payable
Carrying value					1,150,000	1,150,000
Less: Discount on issuance of notes, net					(617)	(568)
Less: Loan procurement costs, net					(6,923)	(5,908)
Total unsecured senior notes, net					$ 1,142,460	1,143,524
Senior Notes | Maximum
Mortgage loans and Notes payable
Consolidated leverage ratio					0.60
Secured debt leverage ratio					0.40
Senior Notes | Minimum
Mortgage loans and Notes payable
Consolidated interest coverage ratio					1.50
Financial and customary covenant, minimum unencumbered asset (as a percent)					150.00%
Senior notes 4.800% due 2022
Mortgage loans and Notes payable
Senior notes, principal amount						$ 250,000
Interest rate (as a percent)						4.80%
Carrying value					$ 250,000	$ 250,000
Effective interest rate (as a percent)						4.82%
Senior notes 4.375% due 2023
Mortgage loans and Notes payable
Senior notes, principal amount						$ 300,000
Interest rate (as a percent)			4.375%	4.375%		4.375%
Carrying value					$ 300,000	$ 300,000
Effective interest rate (as a percent)						4.33%
Effective weighted average interest rate (as a percent)	4.501%			3.495%	4.33%
Proceeds from senior notes	$ 250,000		$ 50,000	$ 50,000
Debt instrument, redemption percentage	98.995%			105.04%
Senior notes 4.000% due 2025
Mortgage loans and Notes payable
Senior notes, principal amount						$ 300,000
Interest rate (as a percent)		4.00%	4.00%	4.00%		4.00%
Carrying value					$ 300,000	$ 300,000
Effective interest rate (as a percent)		4.032%		3.811%		3.99%
Effective weighted average interest rate (as a percent)					3.994%
Proceeds from senior notes		$ 250,000	$ 50,000	$ 50,000
Debt instrument, redemption percentage		99.735%		101.343%
Senior Notes 3.125% Due 2026
Mortgage loans and Notes payable
Senior notes, principal amount						$ 300,000
Interest rate (as a percent)						3.125%
Carrying value					$ 300,000	$ 300,000
Effective interest rate (as a percent)						3.18%
Credit Facility
Mortgage loans and Notes payable
Less: Loan procurement costs, net					$ (604)	$ (201)

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REVOLVING CREDIT FACILITY AND UNSECURED TERM LOANS (Details)							12 Months Ended
	Jan. 31, 2019 USD ($)	Dec. 15, 2017 USD ($)	Nov. 15, 2017 USD ($)	Apr. 06, 2017 USD ($)	Apr. 04, 2017 USD ($)	Jun. 20, 2011 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2018 USD ($)	Apr. 22, 2015 USD ($)
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Loan procurement costs capitalized							$ 21,400,000	$ 21,500,000
Loan procurement costs, net of amortization							1,592,000	963,000
Interest rate (as a percent)		4.375%
Unsecured term loan							299,396,000	299,799,000
Less: Loan procurement costs, net							(1,592,000)	(963,000)
Term Loan B
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Unsecured term loan							100,000,000	$ 100,000,000
Effective interest rate (as a percent)								3.65%
Term Loan Facility | Minimum
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Tangible net worth							$ 821,211,200
Term Loan Facility | Maximum
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Percentage of funds from operations that can be distributed on common shares							95.00%
Term Loan Facility | Term Loan
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Effective interest rate (as a percent)							3.75%
Term Loan Facility | Term Loan A
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Maximum borrowing capacity						$ 100,000,000
Term of debt instrument						5 years
Repayment of outstanding debt	$ 100,000,000
Term Loan Facility | Term Loan A | Baa2/BBB | LIBOR
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Interest rate, basis spread (as a percent)							1.30%
Term Loan Facility | Term Loan B
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Maximum borrowing capacity						$ 100,000,000
Term of debt instrument						7 years
Term Loan Facility | Term Loan B | Baa2/BBB | LIBOR
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Interest rate, basis spread (as a percent)							1.15%
Credit Facility
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Loan procurement costs, net of amortization							$ 604,000	$ 201,000
Unsecured term loan							300,000,000	300,000,000
Less: Loan procurement costs, net							(604,000)	(201,000)
Total unsecured term loans, net							$ 299,396,000	299,799,000
Net proceeds from equity issuances added to minimum tangible net worth (as a percent)							75.00%
Credit Facility | Minimum
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Fixed charge coverage ratio							1.50
Credit Facility | Maximum
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Total indebtedness to total asset value ratio (as a percent)							60.00%
Credit Facility | Revolver
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Maximum borrowing capacity									$ 500,000,000
Interest rate, basis spread (as a percent)							1.25%
Facility fee (as a percent)							0.15%
Remaining borrowing capacity							$ 303,800,000
Outstanding letter of credit							700,000
Credit Facility | Unsecured term loan
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Unsecured term loan							$ 200,000,000	$ 200,000,000
Effective interest rate (as a percent)								3.80%
Senior notes 4.375% due 2023
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Proceeds from senior notes		$ 250,000,000		$ 50,000,000	$ 50,000,000
Interest rate (as a percent)				4.375%	4.375%			4.375%
Effective interest rate (as a percent)								4.33%
Effective weighted average interest rate (as a percent)		4.501%			3.495%		4.33%
Senior notes 4.000% due 2025
SECURED CREDIT FACILITY, UNSECURED CREDIT FACILITY AND SECURED TERM LOANS
Proceeds from senior notes			$ 250,000,000	$ 50,000,000	$ 50,000,000
Interest rate (as a percent)			4.00%	4.00%	4.00%			4.00%
Effective interest rate (as a percent)			4.032%		3.811%			3.99%
Effective weighted average interest rate (as a percent)							3.994%

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MORTGAGE LOANS AND NOTES PAYABLE - Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Mortgage loans and Notes payable
Less: Loan procurement costs, net	$ (963)	$ (1,592)
Total mortgage loans and notes payable	108,246	111,434
Net book value of self-storage facilities	3,600,968	3,408,790	$ 3,326,816
Mortgages
Mortgage loans and Notes payable
Carrying value	106,146	108,796
Plus: Unamortized fair value adjustment	2,551	3,286
Less: Loan procurement costs, net	(451)	(648)
Total mortgage loans and notes payable	108,246	111,434
Net book value of self-storage facilities used to secure debt		231,000	$ 236,900
YSI 33
Mortgage loans and Notes payable
Carrying value	$ 9,214	9,547
Effective interest rate (as a percent)	6.42%
YSI 26
Mortgage loans and Notes payable
Carrying value	$ 8,022	8,228
Effective interest rate (as a percent)	4.56%
YSI 57
Mortgage loans and Notes payable
Carrying value	$ 2,816	2,889
Effective interest rate (as a percent)	4.61%
YSI 55
Mortgage loans and Notes payable
Carrying value	$ 22,041	22,508
Effective interest rate (as a percent)	4.85%
YSI 24
Mortgage loans and Notes payable
Carrying value	$ 24,893	25,700
Effective interest rate (as a percent)	4.64%
YSI 65
Mortgage loans and Notes payable
Carrying value	$ 2,363	2,411
Effective interest rate (as a percent)	3.85%
YSI 66
Mortgage loans and Notes payable
Carrying value	$ 31,171	31,727
Effective interest rate (as a percent)	3.51%
YSI 68
Mortgage loans and Notes payable
Carrying value	$ 5,626	$ 5,786
Effective interest rate (as a percent)	3.78%

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MORTGAGE LOANS AND NOTES PAYABLE - Future Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Future principal payment requirements on the outstanding mortgage loans and notes payable at year end
Less: Loan procurement costs, net	$ (963)	$ (1,592)
Total mortgage loans and notes payable, net	108,246	111,434
Mortgages
Future principal payment requirements on the outstanding mortgage loans and notes payable at year end
2019	11,652
2020	12,791
2021	45,057
2022	923
2023	31,019
2024 and thereafter	4,704
Total mortgage payments	106,146	108,796
Plus: Unamortized fair value adjustment	2,551	3,286
Less: Loan procurement costs, net	(451)	(648)
Total mortgage loans and notes payable, net	$ 108,246	$ 111,434

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ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)
Changes in accumulated other comprehensive income by component
Beginning balance	$ 3
Ending balance	(1,029)
Unrealized losses on interest rate swaps
Changes in accumulated other comprehensive income by component
Beginning balance	3
Other comprehensive loss before reclassifications	(970)
Amounts reclassified from accumulated other comprehensive loss	(62)
Net current-period other comprehensive income (loss)	(1,032)
Ending balance	$ (1,029)

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RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Derivative financial instruments
Unrealized losses reclassified from accumulated other comprehensive loss	$ 100
Amount estimated to be reclassified as an increase to interest expense	100
Designated | Cash flow
Derivative financial instruments
Notional Amount	150	$ 100
Fair Value	(1,039)	$ (406)
Payments of interest rate swaps	$ 800
Maximum number of days outstanding to have the option to borrow at the LIBOR	30 days
Designated | Cash flow | Hedge Product, Swap one
Derivative financial instruments
Notional Amount	$ 75
Swap, Strike rate (as a percent)		2.8015%
Fair Value	(516)
Designated | Cash flow | Hedge Product, Swap two
Derivative financial instruments
Notional Amount	50
Swap, Strike rate (as a percent)		2.803%
Fair Value	(350)
Designated | Cash flow | Hedge Product, Swap three
Derivative financial instruments
Notional Amount	25
Swap, Strike rate (as a percent)		2.802%
Fair Value	$ (173)
Designated | Cash flow | Hedge Product, Swap four
Derivative financial instruments
Notional Amount		$ 40
Swap, Strike rate (as a percent)		2.459%
Fair Value		$ (161)
Designated | Cash flow | Hedge Product, Swap five
Derivative financial instruments
Notional Amount		$ 40
Swap, Strike rate (as a percent)		2.4725%
Fair Value		$ (163)
Designated | Cash flow | Hedge Product, Swap six
Derivative financial instruments
Notional Amount		$ 20
Swap, Strike rate (as a percent)		2.475%
Fair Value		$ (82)

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FAIR VALUE MEASUREMENTS (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2017 USD ($) item	Dec. 31, 2018 USD ($)	Dec. 31, 2016 USD ($)
Fair value of financial assets and liabilities carried at fair value
Estimated fair value of total debt			$ 1,700,000
Interest rate swap
Fair value of financial assets and liabilities carried at fair value
Number of counterparties to derivative contracts who experienced significant downgrades in 2017 | item	0
Level 2
Fair value of financial assets and liabilities carried at fair value
Total liabilities at fair value	$ 406	$ 1,039
Level 2 | Interest rate swap
Fair value of financial assets and liabilities carried at fair value
Derivative Liabilities	$ 406	$ 1,039

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NONCONTROLLING INTERESTS - Interests in Consolidated Real Estate Joint Ventures (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($) facility	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 15, 2017
Interests in Consolidated Real Estate Joint Ventures
Interest rate (as a percent)				4.375%
Purchase Price	$ 227,518	$ 80,650
Gain (loss) from sale of land	10,576
Proceeds from sales of facilities, net	16,389
Gain from sale of real estate, net	10,576
Elimination of noncontrolling interest in subsidiaries due to acquisition		9,033
Reduction to additional paid in capital	925	1,058	$ 4,799
CS SJM E 92nd Street LLC
Interests in Consolidated Real Estate Joint Ventures
Carrying amount of mortgage loans	1,100
Amount of mortgage loan commitment	6,900
CS SDP Newtonville LLC
Interests in Consolidated Real Estate Joint Ventures
Carrying amount of mortgage loans	500
Amount of mortgage loan commitment	12,100
CS 1158 McDonald Ave LLC
Interests in Consolidated Real Estate Joint Ventures
Option to call ownership interest of another member		10,000
Accretion liability		6,700
CS 160 East 22nd Street LLC
Interests in Consolidated Real Estate Joint Ventures
Option to call ownership interest of another member		11,500
Accretion liability		9,800
CS SDP Waltham LLC
Interests in Consolidated Real Estate Joint Ventures
Carrying amount of mortgage loans	6,800
Amount of mortgage loan commitment	10,800
2225 46th Street LLC
Interests in Consolidated Real Estate Joint Ventures
Option to call ownership interest of another member		14,200
Accretion liability		13,100
2880 Exterior St. LLC
Interests in Consolidated Real Estate Joint Ventures
Option to call ownership interest of another member		37,800
Accretion liability		$ 37,800
186 Jamaica Ave LLC
Interests in Consolidated Real Estate Joint Ventures
Carrying amount of mortgage loans	12,400
Amount of mortgage loan commitment	12,800
Shirlington Rd LLC
Interests in Consolidated Real Estate Joint Ventures
Carrying amount of mortgage loans	12,400
Amount of mortgage loan commitment	$ 14,600
VIE
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | facility	10
Total assets	$ 319,901
Total liabilities	$ 144,327
Period of option to call ownership interest of another member		1 year
Period of option to put ownership interest in venture		1 year
VIE | CS SJM E 92nd Street LLC
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | facility	1
Ownership interest held by the entity (as a percent)	90.00%
Total assets	$ 3,829
Total liabilities	$ 2,424
VIE | CS SDP Newtonville LLC
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | facility	1
Ownership interest held by the entity (as a percent)	90.00%
Total assets	$ 7,077
Total liabilities	$ 549
VIE | CS 1158 McDonald Ave LLC
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | facility	1
Ownership interest held by the entity (as a percent)	51.00%
Total assets	$ 30,291
Total liabilities	$ 8,341
Option to put ownership interest in the venture		$ 10,000
VIE | CS 160 East 22nd Street LLC
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | facility	1
Ownership interest held by the entity (as a percent)	51.00%
Total assets	$ 20,947
Total liabilities	$ 12,023
Option to put ownership interest in the venture		11,500
VIE | CS SDP Waltham LLC
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | facility	1
Ownership interest held by the entity (as a percent)	90.00%
Total assets	$ 14,764
Total liabilities	$ 9,025
VIE | 2225 46th Street LLC
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | facility	1
Ownership interest held by the entity (as a percent)	51.00%
Total assets	$ 42,840
Total liabilities	$ 14,876
Option to put ownership interest in the venture		14,200
VIE | 2880 Exterior St. LLC
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | facility	1
Ownership interest held by the entity (as a percent)	51.00%
Total assets	$ 88,207
Total liabilities	$ 39,097
Option to put ownership interest in the venture		37,800
VIE | 444 55th Street Holdings, LLC
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | facility	1
Ownership interest held by the entity (as a percent)	90.00%
Total assets	$ 78,837
Total liabilities	$ 32,998
Assumed mortgage debt, at fair value		35,000
Outstanding principal balance of mortgage debt assumed on acquisitions		32,500
Premium on debt assumed on one of the acquisitions		$ 2,500
Interest rate (as a percent)		4.68%
VIE | 186 Jamaica Ave LLC
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | facility	1
Ownership interest held by the entity (as a percent)	90.00%
Total assets	$ 17,588
Total liabilities	$ 12,497
VIE | Shirlington Rd LLC
Interests in Consolidated Real Estate Joint Ventures
Number of self-storage facilities owned and operated | facility	1
Ownership interest held by the entity (as a percent)	90.00%
Total assets	$ 15,521
Total liabilities	$ 12,497

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NONCONTROLLING INTERESTS - Operating Partnership Ownership (Details) - USD ($) $ in Thousands								12 Months Ended
	Jul. 23, 2018	Jun. 23, 2018	Jan. 31, 2018	May 09, 2017	Apr. 12, 2017	Apr. 18, 2016	May 14, 2015	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Operating Partnership Ownership
OP units issued (in shares)						61,224	20,408
Issuance of OP Shares						$ 1,500	$ 500
Adjustment for noncontrolling interest in the Operating Partnership								$ (299)	$ (3,965)	$ 7,388
Illinois
Operating Partnership Ownership
Total consideration					$ 11,200
Cash paid for acquisition					$ 9,700				$ 9,700
Units issued (in shares)		46,322			58,400				58,400
Maryland
Operating Partnership Ownership
Total consideration				$ 18,200
Amount of mortgage loan commitment				$ 5,900
Units issued (in shares)				440,160
Units issued				$ 12,300
Texas
Operating Partnership Ownership
Total consideration			$ 12,200
Cash paid for acquisition			200
Amount of mortgage loan commitment			$ 7,200
Units issued (in shares)			168,011
Units issued			$ 4,800
Capital Unit Class C | Illinois
Operating Partnership Ownership
Units issued (in shares)	46,322
Cubesmart, L P and Subsidiaries [Member]
Operating Partnership Ownership
OP Units outstanding which are not owned by the general partner (as a percent)										1.00%
OP units outstanding (in shares)								1,945,570	1,878,253
Number of trading days used to determine average of the closing prices of the shares								10 days	10 days
Adjustment for noncontrolling interest in the Operating Partnership								$ (299)	$ (3,965)	$ 7,388

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RELATED PARTY TRANSACTIONS (Details) $ in Millions	12 Months Ended
	Dec. 31, 2018 facility	Dec. 31, 2017 USD ($) facility	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
RELATED PARTY TRANSACTIONS
Number of Real Estate Properties Acquired | facility	10	7
Joint ventures related to affiliated real estate investments
RELATED PARTY TRANSACTIONS
Management fees		$ 4.5	$ 3.8	$ 2.9
Mortgage loans receivable from consolidated joint ventures		$ 33.2	25.5
Acquisition fee (as a percent)		0.50%
Acquisition fees		$ 0.6	0.5
Amount due to the entity from joint venture		$ 10.6	$ 7.5

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COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($) property facility	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
COMMITMENTS AND CONTINGENCIES
Number of self-storage facilities under development subject to a ground lease | facility	6
Ground rent expense	$ 3,700	$ 3,400	$ 2,700
Total future minimum rental payments under non-cancelable ground leases
2019	2,814
2020	2,887
2021	2,956
2022	3,116
2023	3,090
2024 and thereafter	116,379
Total	131,242
Future milestone payments payable	$ 41,600
Self-storage facilities subject to ground lease
COMMITMENTS AND CONTINGENCIES
Number of operating self-storage facilities subject to a ground lease | property	8
Number of self-storage facilities under development subject to a ground lease | property	2
Land
COMMITMENTS AND CONTINGENCIES
Number of operating self-storage facilities subject to a ground lease | property	2

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COMMITMENTS AND CONTINGENCIES - Insurance Recoveries (Details) $ in Millions	12 Months Ended
	Dec. 31, 2018 USD ($)
Florida Class Action
Property Subject to or Available for Operating Lease [Line Items]
Loss contingency provision	$ 1.8

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SHARE-BASED COMPENSATION PLANS (Details) - USD ($) $ / shares in Units, $ in Millions				1 Months Ended	12 Months Ended
	Jan. 23, 2018	Jan. 23, 2017	Jan. 22, 2016	Jun. 30, 2016	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Share Options
Assumptions used for estimating the fair value of share options using the Black-Scholes option-pricing model
Risk-free interest rate (as a percent)					2.50%	2.20%	1.80%
Expected dividend yield (as a percent)					3.70%	3.50%	2.70%
Volatility (as a percent)					32.00%	33.00%	33.00%
Weighted average expected life of the options					6 years	6 years	6 years
Weighted average grant date fair value of options granted per share (in dollars per share)					$ 6.24	$ 6.12	$ 7.61
Share options, additional general disclosures
Compensation expense recognized (in dollars)						$ 1.5	$ 1.5	$ 1.3
Aggregate grant date fair value of share based awards issued (in dollars)					$ 1.7
Unrecognized compensation cost					$ 1.7
Unrecognized compensation cost recorded, period						3 years
Number of Shares Under Option
Balance at the beginning of the period (in shares)					1,833,173	1,939,690	2,421,944
Options granted (in shares)					305,805	289,104	213,008
Options canceled (in shares)					(74,748)
Options exercised (in shares)					(405,227)	(395,621)	(695,262)
Balance at the end of the period (in shares)					1,659,003	1,833,173	1,939,690	2,421,944
Vested or expected to vest at the end of the period (in shares)					1,659,003
Exercisable at the end of the period (in shares)					1,161,209
Weighted Average Exercise Price
Balance at the beginning of the period (in dollars per share)					$ 16.55	$ 12.94	$ 13.07
Options granted (in dollars per share)					27.85	26.30	30.32
Options canceled (in dollars per share)					26.95
Options exercised (in dollars per share)					9.47	5.98	18.69
Balance at the end of the period (in dollars per share)					19.89	$ 16.55	$ 12.94	$ 13.07
Vested or expected to vest at the end of the period (in dollars per share)					19.89
Exercisable at the end of the period (in dollars per share)					$ 16.58
Weighted Average Remaining Contractual Term
Balance at the end of the period					5 years 6 months 7 days	5 years 3 months 4 days	4 years 10 months 6 days	4 years 29 days
Options granted					9 years 29 days	9 years 26 days	9 years 26 days
Options exercised					1 year 11 months 23 days	1 year 1 month 21 days	3 months 15 days
Vested or expected to vest at the end of the period					5 years 6 months 7 days
Exercisable at the end of the period					4 years 3 months
Aggregate intrinsic value
Options, vested or expected to vest and exercisable (in dollars)					$ 14.9
Options exercised (in dollars)					$ 8.4
Share Options | Minimum
Share options, additional general disclosures
Vesting period					3 years
Restricted Shares
Share options, additional general disclosures
Compensation expense recognized (in dollars)					$ 4.0	$ 4.1	$ 3.6
Aggregate grant date fair value of share based awards issued (in dollars)					4.9	$ 4.7
Unrecognized compensation cost					$ 5.0
Unrecognized compensation cost recorded, period					5 years
Number of Non-Vested Restricted Shares
Non-vested at the beginning of the period (in shares)					352,462
Granted (in shares)					165,551		166,000
Vested (in shares)					(95,553)
Forfeited (in shares)					(39,860)
Non-vested at the end of the period (in shares)					382,600	352,462
Restricted Shares | Minimum
Share options, additional general disclosures
Vesting period					3 years
Restricted Shares | Maximum
Share options, additional general disclosures
Vesting period					5 years
Restricted share units
Share options, additional general disclosures
Aggregate grant date fair value of share based awards issued (in dollars)	$ 1.9	$ 1.8	$ 1.6
Number of Non-Vested Restricted Shares
Granted (in shares)	66,872	52,426	37,008
Restricted share, additional disclosure
Period for calculation of total return to shareholders	3 years	3 years	3 years
2007 Plan
SHARE-BASED COMPENSATION PLANS
Additional shares authorized				4,500,000
Shares reserved for future issuance				991,117
Shares available for future awards					4,517,038	4,517,038
Maximum term of options					10 years
2007 Plan | Maximum
SHARE-BASED COMPENSATION PLANS
Maximum number of awards that may be granted to an individual per calendar year (in shares)					1,000,000
2007 Plan | Maximum | Non Employee Trustee
SHARE-BASED COMPENSATION PLANS
Maximum number of awards that may be granted to an individual per calendar year (in shares)					250,000
2007 Plan | Restricted Shares
SHARE-BASED COMPENSATION PLANS
Maximum number of shares reserved for issuance					449,948
2004 Plan
SHARE-BASED COMPENSATION PLANS
Maximum number of shares reserved for issuance							3,000,000

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EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS' EQUITY AND CAPITAL - Earnings Per Share and Unit (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS' EQUITY AND CAPITAL
Net income									$ 165,488	$ 135,611	$ 88,376
Noncontrolling interests in the Operating Partnership									(1,820)	(1,593)	(941)
Noncontrolling interest in subsidiaries									221	270	470
Distribution to preferred shareholders											(5,045)
Preferred share redemption charge											(2,937)
NET INCOME ATTRIBUTABLE TO THE COMPANY'S COMMON SHAREHOLDERS									$ 163,889	$ 134,288	$ 79,923
Weighted-average shares outstanding (in shares)									184,653,000	180,525,000	178,246,000
Share options and restricted share units (in shares)									842,000	923,000	1,287,000
Weighted-average diluted shares outstanding (in shares)									185,495,000	181,448,000	179,533,000
Earnings (loss) per common share
Basic earnings per share attributable to common shareholders (in dollars per share)	$ 0.26	$ 0.23	$ 0.21	$ 0.19	$ 0.22	$ 0.21	$ 0.18	$ 0.14	$ 0.89	$ 0.74	$ 0.45
Diluted earnings per share attributable to common shareholders (in dollars per share)	$ 0.26	$ 0.23	$ 0.21	$ 0.19	$ 0.22	$ 0.21	$ 0.18	$ 0.14	$ 0.88	$ 0.74	0.45
Preferred stock, cash dividends declared (in dollars per share)											$ 1.626
Potentially dilutive shares not included in the earnings per share calculation as their effect is antidilutive (in shares)											1,287,000
Potential dilutive securities included in the calculation of diluted earnings per share (in shares)									842,000	923,000
Common stock, cash dividends declared (in dollars per share)									$ 1.22	$ 1.11	$ 0.90
Outstanding units of noncontrolling interest in the Operating Partnership (in shares)	1,945,570				1,878,253				1,945,570	1,878,253	2,032,394
Common shares, shares outstanding	187,145,103				182,215,735				187,145,103	182,215,735	180,083,111

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EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS' EQUITY AND CAPITAL - Common and Preferred Shares (Details) - USD ($) $ / shares in Units, shares in Thousands		12 Months Ended
	Nov. 02, 2016	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Issuance of Common and Preferred Shares
Series A Cumulative Redeemable Preferred, redeemed				$ 77,574,000
Net proceeds from sale of common shares		$ 131,829,000	$ 29,642,000	$ 136,121,000
Equity Distribution Agreements | Maximum
Issuance of Common and Preferred Shares
Number of shares that may be sold		50,000
Common Shares | Equity Distribution Agreements
Issuance of Common and Preferred Shares
Number of common stock sold (in shares)		4,291	1,036	4,408
Average sales price per common share (in dollars per share)		$ 31.09	$ 29.13	$ 31.25
Net proceeds from sale of common shares		$ 131,835,000	$ 29,642,000	$ 136,120,000
Common shares remained available for issuance		10,500	4,700	5,800
Series A
Issuance of Common and Preferred Shares
Series A Cumulative Redeemable Preferred, shares redeemed	3,100
Series A Cumulative Redeemable Preferred shares, percentage	7.75%
Series A Cumulative Redeemable Preferred, redeemed	$ 77,500,000
Series A Cumulative Redeemable Preferred shares, redemption price (in dollars per share)	$ 25.00
Series A Cumulative Redeemable Preferred shares, dividend (in dollars per share)	$ 0.17374
Series A Preferred shares, percentage	7.75%

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INCOME TAXES (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
INCOME TAXES
Valuation allowance	$ 0.0	$ 0.0
Deferred tax assets, net	$ 1.4	$ 1.4

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SUBSEQUENT EVENTS (Details) - USD ($) $ in Millions	Jan. 30, 2019	Dec. 15, 2017
Subsequent Events
Interest rate (as a percent)		4.375%
Subsequent event | Senior notes 4.375 % due 2029
Subsequent Events
Senior notes, principal amount	$ 350.0
Proceeds from senior notes	$ 345.5
Interest rate (as a percent)	4.375%
Debt instrument, redemption percentage	99.356%
Effective interest rate (as a percent)	4.455%
Subsequent event | Term Loan Facility | Unsecured term loan
Subsequent Events
Repayment of outstanding debt	$ 200.0

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PRO FORMA FINANCIAL INFORMATION (Details) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018 $ / shares	Sep. 30, 2018 $ / shares	Jun. 30, 2018 $ / shares	Mar. 31, 2018 $ / shares	Dec. 31, 2017 $ / shares	Sep. 30, 2017 $ / shares	Jun. 30, 2017 $ / shares	Mar. 31, 2017 $ / shares	Dec. 31, 2018 USD ($) property facility $ / shares	Dec. 31, 2017 USD ($) property facility $ / shares	Dec. 31, 2016 $ / shares
Self-storage facilities
Number of self-storage facilities acquired | facility									10	7
Aggregate purchase price | $									$ 227,518	$ 80,650
Consolidated results of operations on a pro forma basis
Pro forma revenue | $									607,181	561,244
Pro forma income | $									$ 173,510	$ 129,740
Earnings per share from continuing operations:
Basic - as reported (in dollars per share) | $ / shares	$ 0.26	$ 0.23	$ 0.21	$ 0.19	$ 0.22	$ 0.21	$ 0.18	$ 0.14	$ 0.89	$ 0.74	$ 0.45
Diluted - as reported (in dollars per share) | $ / shares	$ 0.26	$ 0.23	$ 0.21	$ 0.19	$ 0.22	$ 0.21	$ 0.18	$ 0.14	0.88	0.74	$ 0.45
Basic - as pro forma (in dollars per share) | $ / shares									0.93	0.71
Diluted - as pro forma (in dollars per share) | $ / shares									$ 0.93	$ 0.71
Self-storage facilities
Self-storage facilities
Number of self-storage facilities acquired | property									10	7
Aggregate purchase price | $									$ 227,500	$ 80,700

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SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Quarterly financial information
Total revenues	$ 153,882	$ 153,370	$ 147,815	$ 142,877	$ 143,482	$ 143,865	$ 138,559	$ 133,037	$ 597,944	$ 558,943	$ 510,039
Total operating expenses	98,775	93,774	92,915	92,464	87,971	91,586	91,025	92,646	377,928	363,228	367,087
Net income	48,636	43,302	38,751	34,799	39,858	37,709	32,838	25,206	165,488	135,611	88,376
Net income attributable to the company	$ 48,156	$ 42,900	$ 38,410	$ 34,423	$ 39,547	$ 37,297	$ 32,458	$ 24,986	$ 163,889	$ 134,288	$ 87,905
Basic - as reported (in dollars per share)	$ 0.26	$ 0.23	$ 0.21	$ 0.19	$ 0.22	$ 0.21	$ 0.18	$ 0.14	$ 0.89	$ 0.74	$ 0.45
Diluted - as reported (in dollars per share)	$ 0.26	$ 0.23	$ 0.21	$ 0.19	$ 0.22	$ 0.21	$ 0.18	$ 0.14	$ 0.88	$ 0.74	$ 0.45

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SCHEDULE III REAL ESTATE AND RELATED DEPRECIATION (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($) ft²	Dec. 31, 2016 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2015 USD ($)
Gross Carrying Amount at year end
Total	$ 4,150,089
Total	$ 4,463,455	$ 3,998,180	$ 4,161,715	$ 3,467,032
Minimum
Gross Carrying Amount at year end
Estimated useful lives		5 years
Maximum
Gross Carrying Amount at year end
Estimated useful lives		39 years
YSI 33
REAL ESTATE AND RELATED DEPRECIATION
Encumbrances		$ 9,214
Chandler I, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	47,880
Initial cost
Land	$ 327
Building and Improvements	1,257
Costs Subsequent to Acquisition	545
Gross Carrying Amount at year end
Land	327
Building and Improvements	1,625
Total	1,952
Accumulated Depreciation	$ 678
Chandler II, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	82,915
Initial cost
Land	$ 1,518
Building and Improvements	7,485
Costs Subsequent to Acquisition	137
Gross Carrying Amount at year end
Land	1,518
Building and Improvements	7,621
Total	9,139
Accumulated Depreciation	$ 1,292
Gilbert, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,100
Initial cost
Land	$ 951
Building and Improvements	4,688
Costs Subsequent to Acquisition	102
Gross Carrying Amount at year end
Land	951
Building and Improvements	4,791
Total	5,742
Accumulated Depreciation	$ 886
Gilbert II, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	114,080
Initial cost
Land	$ 1,199
Building and Improvements	11,846
Costs Subsequent to Acquisition	167
Gross Carrying Amount at year end
Land	1,199
Building and Improvements	12,013
Total	13,212
Accumulated Depreciation	$ 740
Glendale, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	56,807
Initial cost
Land	$ 201
Building and Improvements	2,265
Costs Subsequent to Acquisition	1,295
Gross Carrying Amount at year end
Land	418
Building and Improvements	2,998
Total	3,416
Accumulated Depreciation	$ 1,454
Green Valley, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	25,050
Initial cost
Land	$ 298
Building and Improvements	1,153
Costs Subsequent to Acquisition	211
Gross Carrying Amount at year end
Land	298
Building and Improvements	1,153
Total	1,451
Accumulated Depreciation	$ 477
Mesa I, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	52,575
Initial cost
Land	$ 920
Building and Improvements	2,739
Costs Subsequent to Acquisition	381
Gross Carrying Amount at year end
Land	921
Building and Improvements	2,674
Total	3,595
Accumulated Depreciation	$ 1,136
Mesa II, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	45,511
Initial cost
Land	$ 731
Building and Improvements	2,176
Costs Subsequent to Acquisition	299
Gross Carrying Amount at year end
Land	731
Building and Improvements	2,145
Total	2,876
Accumulated Depreciation	$ 937
Mesa III, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,524
Initial cost
Land	$ 706
Building and Improvements	2,101
Costs Subsequent to Acquisition	454
Gross Carrying Amount at year end
Land	706
Building and Improvements	2,171
Total	2,877
Accumulated Depreciation	$ 889
Peoria, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	110,810
Initial cost
Land	$ 1,436
Building and Improvements	7,082
Costs Subsequent to Acquisition	250
Gross Carrying Amount at year end
Land	1,436
Building and Improvements	7,331
Total	8,767
Accumulated Depreciation	$ 841
Phoenix III, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	121,880
Initial cost
Land	$ 2,115
Building and Improvements	10,429
Costs Subsequent to Acquisition	277
Gross Carrying Amount at year end
Land	2,115
Building and Improvements	10,706
Total	12,821
Accumulated Depreciation	$ 1,644
Phoenix IV, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	69,710
Initial cost
Land	$ 930
Building and Improvements	12,277
Costs Subsequent to Acquisition	102
Gross Carrying Amount at year end
Land	930
Building and Improvements	12,380
Total	13,310
Accumulated Depreciation	$ 797
Queen Creek, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	94,462
Initial cost
Land	$ 1,159
Building and Improvements	5,716
Costs Subsequent to Acquisition	90
Gross Carrying Amount at year end
Land	1,159
Building and Improvements	5,806
Total	6,965
Accumulated Depreciation	$ 702
Scottsdale, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	79,925
Initial cost
Land	$ 443
Building and Improvements	4,879
Costs Subsequent to Acquisition	1,766
Gross Carrying Amount at year end
Land	883
Building and Improvements	5,528
Total	6,411
Accumulated Depreciation	$ 2,793
Surprise , AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,475
Initial cost
Land	$ 584
Building and Improvements	3,761
Costs Subsequent to Acquisition	122
Gross Carrying Amount at year end
Land	584
Building and Improvements	3,883
Total	4,467
Accumulated Depreciation	$ 383
Tempe I, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	53,910
Initial cost
Land	$ 749
Building and Improvements	2,159
Costs Subsequent to Acquisition	657
Gross Carrying Amount at year end
Land	749
Building and Improvements	2,505
Total	3,254
Accumulated Depreciation	$ 941
Tempe II, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	68,409
Initial cost
Land	$ 588
Building and Improvements	2,898
Costs Subsequent to Acquisition	2,157
Gross Carrying Amount at year end
Land	588
Building and Improvements	5,055
Total	5,643
Accumulated Depreciation	$ 999
Tucson I, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,800
Initial cost
Land	$ 188
Building and Improvements	2,078
Costs Subsequent to Acquisition	1,149
Gross Carrying Amount at year end
Land	384
Building and Improvements	2,723
Total	3,107
Accumulated Depreciation	$ 1,345
Tucson II, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	43,950
Initial cost
Land	$ 188
Building and Improvements	2,078
Costs Subsequent to Acquisition	1,136
Gross Carrying Amount at year end
Land	391
Building and Improvements	2,729
Total	3,120
Accumulated Depreciation	$ 1,324
Tucson III, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	49,820
Initial cost
Land	$ 532
Building and Improvements	2,048
Costs Subsequent to Acquisition	307
Gross Carrying Amount at year end
Land	533
Building and Improvements	1,995
Total	2,528
Accumulated Depreciation	$ 840
Tucson IV, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	48,040
Initial cost
Land	$ 674
Building and Improvements	2,595
Costs Subsequent to Acquisition	401
Gross Carrying Amount at year end
Land	675
Building and Improvements	2,575
Total	3,250
Accumulated Depreciation	$ 1,075
Tucson V, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	45,134
Initial cost
Land	$ 515
Building and Improvements	1,980
Costs Subsequent to Acquisition	413
Gross Carrying Amount at year end
Land	515
Building and Improvements	2,037
Total	2,552
Accumulated Depreciation	$ 860
Tucson VI, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	40,766
Initial cost
Land	$ 440
Building and Improvements	1,692
Costs Subsequent to Acquisition	264
Gross Carrying Amount at year end
Land	430
Building and Improvements	1,658
Total	2,088
Accumulated Depreciation	$ 707
Tucson VII, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	52,663
Initial cost
Land	$ 670
Building and Improvements	2,576
Costs Subsequent to Acquisition	394
Gross Carrying Amount at year end
Land	670
Building and Improvements	2,556
Total	3,226
Accumulated Depreciation	$ 1,084
Tucson VIII, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	46,700
Initial cost
Land	$ 589
Building and Improvements	2,265
Costs Subsequent to Acquisition	382
Gross Carrying Amount at year end
Land	589
Building and Improvements	2,296
Total	2,885
Accumulated Depreciation	$ 974
Tucson IX, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,496
Initial cost
Land	$ 724
Building and Improvements	2,786
Costs Subsequent to Acquisition	478
Gross Carrying Amount at year end
Land	725
Building and Improvements	2,743
Total	3,468
Accumulated Depreciation	$ 1,172
Tucson X, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	46,350
Initial cost
Land	$ 424
Building and Improvements	1,633
Costs Subsequent to Acquisition	336
Gross Carrying Amount at year end
Land	425
Building and Improvements	1,659
Total	2,084
Accumulated Depreciation	$ 691
Tucson XI, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	42,700
Initial cost
Land	$ 439
Building and Improvements	1,689
Costs Subsequent to Acquisition	427
Gross Carrying Amount at year end
Land	439
Building and Improvements	1,825
Total	2,264
Accumulated Depreciation	$ 838
Tucson XII, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	42,275
Initial cost
Land	$ 671
Building and Improvements	2,582
Costs Subsequent to Acquisition	401
Gross Carrying Amount at year end
Land	672
Building and Improvements	2,554
Total	3,226
Accumulated Depreciation	$ 1,055
Tucson XIII, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	45,800
Initial cost
Land	$ 587
Building and Improvements	2,258
Costs Subsequent to Acquisition	357
Gross Carrying Amount at year end
Land	587
Building and Improvements	2,245
Total	2,832
Accumulated Depreciation	$ 971
Tucson XIV, AZ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	48,995
Initial cost
Land	$ 707
Building and Improvements	2,721
Costs Subsequent to Acquisition	496
Gross Carrying Amount at year end
Land	708
Building and Improvements	2,668
Total	3,376
Accumulated Depreciation	$ 1,153
Benicia, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,770
Initial cost
Land	$ 2,392
Building and Improvements	7,028
Costs Subsequent to Acquisition	412
Gross Carrying Amount at year end
Land	2,392
Building and Improvements	6,346
Total	8,738
Accumulated Depreciation	$ 2,633
Citrus Heights, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	75,620
Initial cost
Land	$ 1,633
Building and Improvements	4,793
Costs Subsequent to Acquisition	245
Gross Carrying Amount at year end
Land	1,634
Building and Improvements	4,261
Total	5,895
Accumulated Depreciation	$ 1,862
Corona, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	95,043
Initial cost
Land	$ 2,107
Building and Improvements	10,385
Costs Subsequent to Acquisition	182
Gross Carrying Amount at year end
Land	2,107
Building and Improvements	10,567
Total	12,674
Accumulated Depreciation	$ 1,393
Diamond Bar, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	103,558
Initial cost
Land	$ 2,522
Building and Improvements	7,404
Costs Subsequent to Acquisition	328
Gross Carrying Amount at year end
Land	2,524
Building and Improvements	6,621
Total	9,145
Accumulated Depreciation	$ 2,850
Escondido, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	143,645
Initial cost
Land	$ 3,040
Building and Improvements	11,804
Costs Subsequent to Acquisition	301
Gross Carrying Amount at year end
Land	3,040
Building and Improvements	9,746
Total	12,786
Accumulated Depreciation	$ 3,451
Fallbrook, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	45,926
Initial cost
Land	$ 133
Building and Improvements	1,492
Costs Subsequent to Acquisition	1,881
Gross Carrying Amount at year end
Land	432
Building and Improvements	2,830
Total	3,262
Accumulated Depreciation	$ 1,400
Fremont, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	51,189
Initial cost
Land	$ 1,158
Building and Improvements	5,711
Costs Subsequent to Acquisition	172
Gross Carrying Amount at year end
Land	1,158
Building and Improvements	5,884
Total	7,042
Accumulated Depreciation	$ 938
Lancaster, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,475
Initial cost
Land	$ 390
Building and Improvements	2,247
Costs Subsequent to Acquisition	1,123
Gross Carrying Amount at year end
Land	556
Building and Improvements	2,635
Total	3,191
Accumulated Depreciation	$ 1,111
Long Beach, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	124,541
Initial cost
Land	$ 3,138
Building and Improvements	14,368
Costs Subsequent to Acquisition	1,005
Gross Carrying Amount at year end
Land	3,138
Building and Improvements	13,438
Total	16,576
Accumulated Depreciation	$ 5,453
Los Angeles, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	76,178
Initial cost
Land	$ 23,289
Building and Improvements	25,867
Costs Subsequent to Acquisition	8
Gross Carrying Amount at year end
Land	23,289
Building and Improvements	25,876
Total	49,165
Accumulated Depreciation	$ 171
Murrieta, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	49,775
Initial cost
Land	$ 1,883
Building and Improvements	5,532
Costs Subsequent to Acquisition	307
Gross Carrying Amount at year end
Land	1,903
Building and Improvements	4,972
Total	6,875
Accumulated Depreciation	$ 2,081
North Highlands, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,094
Initial cost
Land	$ 868
Building and Improvements	2,546
Costs Subsequent to Acquisition	476
Gross Carrying Amount at year end
Land	868
Building and Improvements	2,561
Total	3,429
Accumulated Depreciation	$ 1,114
Ontario, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	93,540
Initial cost
Land	$ 1,705
Building and Improvements	8,401
Costs Subsequent to Acquisition	353
Gross Carrying Amount at year end
Land	1,705
Building and Improvements	8,753
Total	10,458
Accumulated Depreciation	$ 1,190
Orangevale, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,542
Initial cost
Land	$ 1,423
Building and Improvements	4,175
Costs Subsequent to Acquisition	363
Gross Carrying Amount at year end
Land	1,423
Building and Improvements	3,860
Total	5,283
Accumulated Depreciation	$ 1,676
Pleasanton, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	83,600
Initial cost
Land	$ 2,799
Building and Improvements	8,222
Costs Subsequent to Acquisition	360
Gross Carrying Amount at year end
Land	2,799
Building and Improvements	7,339
Total	10,138
Accumulated Depreciation	$ 3,034
Rancho Cordova, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	53,978
Initial cost
Land	$ 1,094
Building and Improvements	3,212
Costs Subsequent to Acquisition	406
Gross Carrying Amount at year end
Land	1,095
Building and Improvements	3,073
Total	4,168
Accumulated Depreciation	$ 1,309
Rialto I, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,391
Initial cost
Land	$ 899
Building and Improvements	4,118
Costs Subsequent to Acquisition	299
Gross Carrying Amount at year end
Land	899
Building and Improvements	3,844
Total	4,743
Accumulated Depreciation	$ 1,559
Rialto II, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	99,783
Initial cost
Land	$ 277
Building and Improvements	3,098
Costs Subsequent to Acquisition	1,844
Gross Carrying Amount at year end
Land	672
Building and Improvements	4,145
Total	4,817
Accumulated Depreciation	$ 2,152
Riverside I, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,320
Initial cost
Land	$ 1,351
Building and Improvements	6,183
Costs Subsequent to Acquisition	640
Gross Carrying Amount at year end
Land	1,351
Building and Improvements	5,991
Total	7,342
Accumulated Depreciation	$ 2,443
Riverside II, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	85,131
Initial cost
Land	$ 1,170
Building and Improvements	5,359
Costs Subsequent to Acquisition	492
Gross Carrying Amount at year end
Land	1,170
Building and Improvements	5,047
Total	6,217
Accumulated Depreciation	$ 2,059
Roseville, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,944
Initial cost
Land	$ 1,284
Building and Improvements	3,767
Costs Subsequent to Acquisition	428
Gross Carrying Amount at year end
Land	1,284
Building and Improvements	3,597
Total	4,881
Accumulated Depreciation	$ 1,590
Sacramento I, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,664
Initial cost
Land	$ 1,152
Building and Improvements	3,380
Costs Subsequent to Acquisition	405
Gross Carrying Amount at year end
Land	1,152
Building and Improvements	3,223
Total	4,375
Accumulated Depreciation	$ 1,377
Sacramento II, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	111,736
Initial cost
Land	$ 2,085
Building and Improvements	6,750
Costs Subsequent to Acquisition	509
Gross Carrying Amount at year end
Land	2,086
Building and Improvements	6,592
Total	8,678
Accumulated Depreciation	$ 1,767
San Bernardino I, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	31,070
Initial cost
Land	$ 51
Building and Improvements	572
Costs Subsequent to Acquisition	1,193
Gross Carrying Amount at year end
Land	182
Building and Improvements	1,434
Total	1,616
Accumulated Depreciation	$ 703
San Bernardino II, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	41,546
Initial cost
Land	$ 112
Building and Improvements	1,251
Costs Subsequent to Acquisition	1,381
Gross Carrying Amount at year end
Land	306
Building and Improvements	2,088
Total	2,394
Accumulated Depreciation	$ 1,021
San Bernardino III, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	35,416
Initial cost
Land	$ 98
Building and Improvements	1,093
Costs Subsequent to Acquisition	1,336
Gross Carrying Amount at year end
Land	242
Building and Improvements	1,931
Total	2,173
Accumulated Depreciation	$ 959
San Bernardino IV, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	83,427
Initial cost
Land	$ 1,872
Building and Improvements	5,391
Costs Subsequent to Acquisition	228
Gross Carrying Amount at year end
Land	1,872
Building and Improvements	4,903
Total	6,775
Accumulated Depreciation	$ 2,037
San Bernardino V, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	56,803
Initial cost
Land	$ 783
Building and Improvements	3,583
Costs Subsequent to Acquisition	628
Gross Carrying Amount at year end
Land	783
Building and Improvements	3,685
Total	4,468
Accumulated Depreciation	$ 1,526
San Bernardino VII, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,704
Initial cost
Land	$ 1,475
Building and Improvements	6,753
Costs Subsequent to Acquisition	418
Gross Carrying Amount at year end
Land	1,290
Building and Improvements	6,423
Total	7,713
Accumulated Depreciation	$ 2,665
San Bernardino VIII, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	111,583
Initial cost
Land	$ 1,691
Building and Improvements	7,741
Costs Subsequent to Acquisition	615
Gross Carrying Amount at year end
Land	1,692
Building and Improvements	6,404
Total	8,096
Accumulated Depreciation	$ 2,725
San Diego, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	87,483
Initial cost
Land	$ 1,185
Building and Improvements	16,740
Costs Subsequent to Acquisition	13
Gross Carrying Amount at year end
Land	1,186
Building and Improvements	16,752
Total	17,938
Accumulated Depreciation	$ 85
San Marcos, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	37,425
Initial cost
Land	$ 775
Building and Improvements	2,288
Costs Subsequent to Acquisition	179
Gross Carrying Amount at year end
Land	776
Building and Improvements	2,096
Total	2,872
Accumulated Depreciation	$ 907
Santa Ana, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	63,916
Initial cost
Land	$ 1,223
Building and Improvements	5,600
Costs Subsequent to Acquisition	464
Gross Carrying Amount at year end
Land	1,223
Building and Improvements	5,286
Total	6,509
Accumulated Depreciation	$ 2,169
South Sacramento, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	52,390
Initial cost
Land	$ 790
Building and Improvements	2,319
Costs Subsequent to Acquisition	425
Gross Carrying Amount at year end
Land	791
Building and Improvements	2,325
Total	3,116
Accumulated Depreciation	$ 973
Spring Valley, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	55,035
Initial cost
Land	$ 1,178
Building and Improvements	5,394
Costs Subsequent to Acquisition	879
Gross Carrying Amount at year end
Land	1,178
Building and Improvements	5,529
Total	6,707
Accumulated Depreciation	$ 2,277
Temecula I, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	81,340
Initial cost
Land	$ 660
Building and Improvements	4,735
Costs Subsequent to Acquisition	1,025
Gross Carrying Amount at year end
Land	899
Building and Improvements	4,919
Total	5,818
Accumulated Depreciation	$ 2,190
Temecula II, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	84,520
Initial cost
Land	$ 3,080
Building and Improvements	5,839
Costs Subsequent to Acquisition	730
Gross Carrying Amount at year end
Land	3,080
Building and Improvements	5,633
Total	8,713
Accumulated Depreciation	$ 1,936
Vista I, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,238
Initial cost
Land	$ 711
Building and Improvements	4,076
Costs Subsequent to Acquisition	2,353
Gross Carrying Amount at year end
Land	1,118
Building and Improvements	5,094
Total	6,212
Accumulated Depreciation	$ 2,197
Vista II, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	147,723
Initial cost
Land	$ 4,629
Building and Improvements	13,599
Costs Subsequent to Acquisition	198
Gross Carrying Amount at year end
Land	4,629
Building and Improvements	11,736
Total	16,365
Accumulated Depreciation	$ 4,977
Walnut, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,688
Initial cost
Land	$ 1,578
Building and Improvements	4,635
Costs Subsequent to Acquisition	475
Gross Carrying Amount at year end
Land	1,595
Building and Improvements	4,371
Total	5,966
Accumulated Depreciation	$ 1,798
West Sacramento, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	39,765
Initial cost
Land	$ 1,222
Building and Improvements	3,590
Costs Subsequent to Acquisition	221
Gross Carrying Amount at year end
Land	1,222
Building and Improvements	3,244
Total	4,466
Accumulated Depreciation	$ 1,391
Westminster, CA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	68,393
Initial cost
Land	$ 1,740
Building and Improvements	5,142
Costs Subsequent to Acquisition	382
Gross Carrying Amount at year end
Land	1,743
Building and Improvements	4,637
Total	6,380
Accumulated Depreciation	$ 2,042
Aurora, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	75,717
Initial cost
Land	$ 1,343
Building and Improvements	2,986
Costs Subsequent to Acquisition	587
Gross Carrying Amount at year end
Land	1,343
Building and Improvements	3,025
Total	4,368
Accumulated Depreciation	$ 1,212
Centennial, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	62,400
Initial cost
Land	$ 1,281
Building and Improvements	8,958
Costs Subsequent to Acquisition	96
Gross Carrying Amount at year end
Land	1,281
Building and Improvements	9,053
Total	10,334
Accumulated Depreciation	$ 715
Colorado Springs I, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	47,975
Initial cost
Land	$ 771
Building and Improvements	1,717
Costs Subsequent to Acquisition	412
Gross Carrying Amount at year end
Land	771
Building and Improvements	1,786
Total	2,557
Accumulated Depreciation	$ 749
Colorado Springs II, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	62,400
Initial cost
Land	$ 657
Building and Improvements	2,674
Costs Subsequent to Acquisition	272
Gross Carrying Amount at year end
Land	656
Building and Improvements	2,438
Total	3,094
Accumulated Depreciation	$ 1,021
Denver I, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,200
Initial cost
Land	$ 673
Building and Improvements	2,741
Costs Subsequent to Acquisition	237
Gross Carrying Amount at year end
Land	646
Building and Improvements	2,500
Total	3,146
Accumulated Depreciation	$ 1,101
Denver II, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,420
Initial cost
Land	$ 1,430
Building and Improvements	7,053
Costs Subsequent to Acquisition	179
Gross Carrying Amount at year end
Land	1,430
Building and Improvements	7,231
Total	8,661
Accumulated Depreciation	$ 1,450
Denver III, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	76,025
Initial cost
Land	$ 1,828
Building and Improvements	12,109
Costs Subsequent to Acquisition	74
Gross Carrying Amount at year end
Land	1,828
Building and Improvements	12,183
Total	14,011
Accumulated Depreciation	$ 870
Federal Heights, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	54,770
Initial cost
Land	$ 878
Building and Improvements	1,953
Costs Subsequent to Acquisition	342
Gross Carrying Amount at year end
Land	879
Building and Improvements	1,896
Total	2,775
Accumulated Depreciation	$ 768
Golden, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	87,800
Initial cost
Land	$ 1,683
Building and Improvements	3,744
Costs Subsequent to Acquisition	572
Gross Carrying Amount at year end
Land	1,684
Building and Improvements	3,644
Total	5,328
Accumulated Depreciation	$ 1,495
Littleton, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	53,490
Initial cost
Land	$ 1,268
Building and Improvements	2,820
Costs Subsequent to Acquisition	393
Gross Carrying Amount at year end
Land	1,268
Building and Improvements	2,705
Total	3,973
Accumulated Depreciation	$ 1,076
Northglenn, CO
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	43,102
Initial cost
Land	$ 862
Building and Improvements	1,917
Costs Subsequent to Acquisition	513
Gross Carrying Amount at year end
Land	662
Building and Improvements	2,216
Total	2,878
Accumulated Depreciation	$ 835
Bloomfield, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	48,700
Initial cost
Land	$ 78
Building and Improvements	880
Costs Subsequent to Acquisition	2,411
Gross Carrying Amount at year end
Land	360
Building and Improvements	2,682
Total	3,042
Accumulated Depreciation	$ 1,263
Branford, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,629
Initial cost
Land	$ 217
Building and Improvements	2,433
Costs Subsequent to Acquisition	1,627
Gross Carrying Amount at year end
Land	504
Building and Improvements	3,347
Total	3,851
Accumulated Depreciation	$ 1,707
Bristol, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	47,725
Initial cost
Land	$ 1,819
Building and Improvements	3,161
Costs Subsequent to Acquisition	186
Gross Carrying Amount at year end
Land	1,819
Building and Improvements	2,882
Total	4,701
Accumulated Depreciation	$ 1,311
East Windsor, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	45,966
Initial cost
Land	$ 744
Building and Improvements	1,294
Costs Subsequent to Acquisition	525
Gross Carrying Amount at year end
Land	744
Building and Improvements	1,548
Total	2,292
Accumulated Depreciation	$ 744
Enfield, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	52,875
Initial cost
Land	$ 424
Building and Improvements	2,424
Costs Subsequent to Acquisition	463
Gross Carrying Amount at year end
Land	473
Building and Improvements	2,106
Total	2,579
Accumulated Depreciation	$ 947
Gales Ferry, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	54,905
Initial cost
Land	$ 240
Building and Improvements	2,697
Costs Subsequent to Acquisition	1,604
Gross Carrying Amount at year end
Land	489
Building and Improvements	3,580
Total	4,069
Accumulated Depreciation	$ 1,958
Manchester I, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	46,925
Initial cost
Land	$ 540
Building and Improvements	3,096
Costs Subsequent to Acquisition	515
Gross Carrying Amount at year end
Land	563
Building and Improvements	2,614
Total	3,177
Accumulated Depreciation	$ 1,095
Manchester II, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	52,725
Initial cost
Land	$ 996
Building and Improvements	1,730
Costs Subsequent to Acquisition	376
Gross Carrying Amount at year end
Land	996
Building and Improvements	1,798
Total	2,794
Accumulated Depreciation	$ 807
Manchester III, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,113
Initial cost
Land	$ 671
Building and Improvements	3,308
Costs Subsequent to Acquisition	161
Gross Carrying Amount at year end
Land	671
Building and Improvements	3,469
Total	4,140
Accumulated Depreciation	$ 560
Milford, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	44,885
Initial cost
Land	$ 87
Building and Improvements	1,050
Costs Subsequent to Acquisition	1,336
Gross Carrying Amount at year end
Land	274
Building and Improvements	1,892
Total	2,166
Accumulated Depreciation	$ 908
Monroe, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	58,500
Initial cost
Land	$ 2,004
Building and Improvements	3,483
Costs Subsequent to Acquisition	709
Gross Carrying Amount at year end
Land	2,004
Building and Improvements	3,507
Total	5,511
Accumulated Depreciation	$ 1,691
Mystic, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,850
Initial cost
Land	$ 136
Building and Improvements	1,645
Costs Subsequent to Acquisition	2,085
Gross Carrying Amount at year end
Land	410
Building and Improvements	2,965
Total	3,375
Accumulated Depreciation	$ 1,500
Newington I, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	42,420
Initial cost
Land	$ 1,059
Building and Improvements	1,840
Costs Subsequent to Acquisition	277
Gross Carrying Amount at year end
Land	1,059
Building and Improvements	1,821
Total	2,880
Accumulated Depreciation	$ 832
Newington II, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	36,140
Initial cost
Land	$ 911
Building and Improvements	1,584
Costs Subsequent to Acquisition	294
Gross Carrying Amount at year end
Land	911
Building and Improvements	1,604
Total	2,515
Accumulated Depreciation	$ 748
Norwalk I, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	30,160
Initial cost
Land	$ 646
Building and Improvements	3,187
Costs Subsequent to Acquisition	61
Gross Carrying Amount at year end
Land	646
Building and Improvements	3,248
Total	3,894
Accumulated Depreciation	$ 675
Norwalk II, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	77,825
Initial cost
Land	$ 1,171
Building and Improvements	15,422
Costs Subsequent to Acquisition	132
Gross Carrying Amount at year end
Land	1,171
Building and Improvements	15,554
Total	16,725
Accumulated Depreciation	$ 1,215
Old Saybrook I, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	87,000
Initial cost
Land	$ 3,092
Building and Improvements	5,374
Costs Subsequent to Acquisition	709
Gross Carrying Amount at year end
Land	3,092
Building and Improvements	5,229
Total	8,321
Accumulated Depreciation	$ 2,444
Old Saybrook II, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	26,425
Initial cost
Land	$ 1,135
Building and Improvements	1,973
Costs Subsequent to Acquisition	257
Gross Carrying Amount at year end
Land	1,135
Building and Improvements	1,903
Total	3,038
Accumulated Depreciation	$ 921
Shelton, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,405
Initial cost
Land	$ 1,613
Building and Improvements	9,032
Costs Subsequent to Acquisition	535
Gross Carrying Amount at year end
Land	1,613
Building and Improvements	8,483
Total	10,096
Accumulated Depreciation	$ 1,885
South Windsor, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,025
Initial cost
Land	$ 90
Building and Improvements	1,127
Costs Subsequent to Acquisition	1,512
Gross Carrying Amount at year end
Land	272
Building and Improvements	2,247
Total	2,519
Accumulated Depreciation	$ 1,102
Stamford, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	28,907
Initial cost
Land	$ 1,941
Building and Improvements	3,374
Costs Subsequent to Acquisition	191
Gross Carrying Amount at year end
Land	1,941
Building and Improvements	3,025
Total	4,966
Accumulated Depreciation	$ 1,380
Wilton, CT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	84,515
Initial cost
Land	$ 2,409
Building and Improvements	12,261
Costs Subsequent to Acquisition	747
Gross Carrying Amount at year end
Land	2,421
Building and Improvements	13,069
Total	15,490
Accumulated Depreciation	$ 2,777
Washington I, DC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	62,685
Initial cost
Land	$ 871
Building and Improvements	12,759
Costs Subsequent to Acquisition	617
Gross Carrying Amount at year end
Land	894
Building and Improvements	10,653
Total	11,547
Accumulated Depreciation	$ 3,680
Washington II, DC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	82,552
Initial cost
Land	$ 3,152
Building and Improvements	13,612
Costs Subsequent to Acquisition	292
Gross Carrying Amount at year end
Land	3,154
Building and Improvements	12,129
Total	15,283
Accumulated Depreciation	$ 2,693
Washington III, DC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,315
Initial cost
Land	$ 4,469
Building and Improvements	15,438
Costs Subsequent to Acquisition	97
Gross Carrying Amount at year end
Land	4,469
Building and Improvements	15,536
Total	20,005
Accumulated Depreciation	$ 1,344
Washington IV, DC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,323
Initial cost
Land	$ 6,359
Building and Improvements	20,417
Costs Subsequent to Acquisition	107
Gross Carrying Amount at year end
Land	6,359
Building and Improvements	20,524
Total	26,883
Accumulated Depreciation	$ 669
Washington V DC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	114,200
Initial cost
Land	$ 13,908
Building and Improvements	18,770
Costs Subsequent to Acquisition	90
Gross Carrying Amount at year end
Land	13,917
Building and Improvements	18,852
Total	32,769
Accumulated Depreciation	$ 279
Boca Raton, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	37,968
Initial cost
Land	$ 529
Building and Improvements	3,054
Costs Subsequent to Acquisition	1,651
Gross Carrying Amount at year end
Land	813
Building and Improvements	3,597
Total	4,410
Accumulated Depreciation	$ 1,562
Boynton Beach I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,695
Initial cost
Land	$ 667
Building and Improvements	3,796
Costs Subsequent to Acquisition	1,946
Gross Carrying Amount at year end
Land	958
Building and Improvements	4,410
Total	5,368
Accumulated Depreciation	$ 1,926
Boynton Beach II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,514
Initial cost
Land	$ 1,030
Building and Improvements	2,968
Costs Subsequent to Acquisition	452
Gross Carrying Amount at year end
Land	1,030
Building and Improvements	2,982
Total	4,012
Accumulated Depreciation	$ 1,251
Boynton Beach III, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,393
Initial cost
Land	$ 1,225
Building and Improvements	6,037
Costs Subsequent to Acquisition	255
Gross Carrying Amount at year end
Land	1,225
Building and Improvements	6,293
Total	7,518
Accumulated Depreciation	$ 929
Boynton Beach IV, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	76,414
Initial cost
Land	$ 1,455
Building and Improvements	7,171
Costs Subsequent to Acquisition	85
Gross Carrying Amount at year end
Land	1,455
Building and Improvements	7,257
Total	8,712
Accumulated Depreciation	$ 809
Bradenton I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	68,389
Initial cost
Land	$ 1,180
Building and Improvements	3,324
Costs Subsequent to Acquisition	280
Gross Carrying Amount at year end
Land	1,180
Building and Improvements	3,082
Total	4,262
Accumulated Depreciation	$ 1,313
Bradenton II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	88,063
Initial cost
Land	$ 1,931
Building and Improvements	5,561
Costs Subsequent to Acquisition	1,148
Gross Carrying Amount at year end
Land	1,931
Building and Improvements	5,597
Total	7,528
Accumulated Depreciation	$ 2,403
Cape Coral I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	76,857
Initial cost
Land	$ 472
Building and Improvements	2,769
Costs Subsequent to Acquisition	2,587
Gross Carrying Amount at year end
Land	830
Building and Improvements	4,033
Total	4,863
Accumulated Depreciation	$ 2,111
Cape Coral II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,955
Initial cost
Land	$ 1,093
Building and Improvements	5,387
Costs Subsequent to Acquisition	104
Gross Carrying Amount at year end
Land	1,093
Building and Improvements	5,490
Total	6,583
Accumulated Depreciation	$ 725
Coconut Creek I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,846
Initial cost
Land	$ 1,189
Building and Improvements	5,863
Costs Subsequent to Acquisition	188
Gross Carrying Amount at year end
Land	1,189
Building and Improvements	6,050
Total	7,239
Accumulated Depreciation	$ 1,231
Coconut Creek II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	90,147
Initial cost
Land	$ 1,937
Building and Improvements	9,549
Costs Subsequent to Acquisition	192
Gross Carrying Amount at year end
Land	1,937
Building and Improvements	9,741
Total	11,678
Accumulated Depreciation	$ 1,538
Dania Beach, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	180,588
Initial cost
Land	$ 3,584
Building and Improvements	10,324
Costs Subsequent to Acquisition	1,709
Gross Carrying Amount at year end
Land	3,584
Building and Improvements	10,495
Total	14,079
Accumulated Depreciation	$ 4,460
Dania, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	58,165
Initial cost
Land	$ 205
Building and Improvements	2,068
Costs Subsequent to Acquisition	1,755
Gross Carrying Amount at year end
Land	481
Building and Improvements	3,125
Total	3,606
Accumulated Depreciation	$ 1,538
Davie, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	80,985
Initial cost
Land	$ 1,268
Building and Improvements	7,183
Costs Subsequent to Acquisition	1,345
Gross Carrying Amount at year end
Land	1,373
Building and Improvements	6,255
Total	7,628
Accumulated Depreciation	$ 2,561
Deerfield Beach, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,230
Initial cost
Land	$ 946
Building and Improvements	2,999
Costs Subsequent to Acquisition	2,013
Gross Carrying Amount at year end
Land	1,311
Building and Improvements	4,503
Total	5,814
Accumulated Depreciation	$ 2,182
Delray Beach I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,843
Initial cost
Land	$ 798
Building and Improvements	4,539
Costs Subsequent to Acquisition	832
Gross Carrying Amount at year end
Land	883
Building and Improvements	4,085
Total	4,968
Accumulated Depreciation	$ 1,824
Delray Beach II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	75,710
Initial cost
Land	$ 957
Building and Improvements	4,718
Costs Subsequent to Acquisition	267
Gross Carrying Amount at year end
Land	957
Building and Improvements	4,985
Total	5,942
Accumulated Depreciation	$ 905
Delray Beach III, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	94,277
Initial cost
Land	$ 2,086
Building and Improvements	10,286
Costs Subsequent to Acquisition	166
Gross Carrying Amount at year end
Land	2,086
Building and Improvements	10,453
Total	12,539
Accumulated Depreciation	$ 1,514
Delray Beach IV, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	97,370
Initial cost
Land	$ 2,208
Building and Improvements	14,384
Costs Subsequent to Acquisition	19
Gross Carrying Amount at year end
Land	2,208
Building and Improvements	14,403
Total	16,611
Accumulated Depreciation	$ 472
Ft. Lauderdale I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	70,043
Initial cost
Land	$ 937
Building and Improvements	3,646
Costs Subsequent to Acquisition	2,508
Gross Carrying Amount at year end
Land	1,384
Building and Improvements	5,470
Total	6,854
Accumulated Depreciation	$ 2,644
Ft. Lauderdale II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	49,662
Initial cost
Land	$ 862
Building and Improvements	4,250
Costs Subsequent to Acquisition	89
Gross Carrying Amount at year end
Land	862
Building and Improvements	4,340
Total	5,202
Accumulated Depreciation	$ 699
Ft. Myers I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,534
Initial cost
Land	$ 303
Building and Improvements	3,329
Costs Subsequent to Acquisition	983
Gross Carrying Amount at year end
Land	328
Building and Improvements	3,309
Total	3,637
Accumulated Depreciation	$ 1,613
Ft. Myers II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	83,375
Initial cost
Land	$ 1,030
Building and Improvements	5,080
Costs Subsequent to Acquisition	151
Gross Carrying Amount at year end
Land	1,030
Building and Improvements	5,231
Total	6,261
Accumulated Depreciation	$ 766
Ft. Myers III, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	81,554
Initial cost
Land	$ 1,148
Building and Improvements	5,658
Costs Subsequent to Acquisition	165
Gross Carrying Amount at year end
Land	1,148
Building and Improvements	5,824
Total	6,972
Accumulated Depreciation	$ 849
Jacksonville I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	79,735
Initial cost
Land	$ 1,862
Building and Improvements	5,362
Costs Subsequent to Acquisition	162
Gross Carrying Amount at year end
Land	1,862
Building and Improvements	4,842
Total	6,704
Accumulated Depreciation	$ 1,893
Jacksonville II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	64,970
Initial cost
Land	$ 950
Building and Improvements	7,004
Costs Subsequent to Acquisition	212
Gross Carrying Amount at year end
Land	950
Building and Improvements	5,668
Total	6,618
Accumulated Depreciation	$ 2,007
Jacksonville III, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	65,830
Initial cost
Land	$ 860
Building and Improvements	7,409
Costs Subsequent to Acquisition	1,050
Gross Carrying Amount at year end
Land	1,670
Building and Improvements	6,049
Total	7,719
Accumulated Depreciation	$ 2,147
Jacksonville IV, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	95,525
Initial cost
Land	$ 870
Building and Improvements	8,049
Costs Subsequent to Acquisition	1,179
Gross Carrying Amount at year end
Land	1,651
Building and Improvements	7,147
Total	8,798
Accumulated Depreciation	$ 2,525
Jacksonville V, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	82,573
Initial cost
Land	$ 1,220
Building and Improvements	8,210
Costs Subsequent to Acquisition	399
Gross Carrying Amount at year end
Land	1,220
Building and Improvements	6,866
Total	8,086
Accumulated Depreciation	$ 2,448
Jacksonville VI, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,375
Initial cost
Land	$ 755
Building and Improvements	3,725
Costs Subsequent to Acquisition	145
Gross Carrying Amount at year end
Land	755
Building and Improvements	3,869
Total	4,624
Accumulated Depreciation	$ 514
Kendall, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	75,495
Initial cost
Land	$ 2,350
Building and Improvements	8,106
Costs Subsequent to Acquisition	482
Gross Carrying Amount at year end
Land	2,350
Building and Improvements	6,814
Total	9,164
Accumulated Depreciation	$ 2,387
Lake Worth I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	158,842
Initial cost
Land	$ 183
Building and Improvements	6,597
Costs Subsequent to Acquisition	7,589
Gross Carrying Amount at year end
Land	354
Building and Improvements	10,957
Total	11,311
Accumulated Depreciation	$ 5,283
Lake Worth II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	86,920
Initial cost
Land	$ 1,552
Building and Improvements	7,654
Costs Subsequent to Acquisition	184
Gross Carrying Amount at year end
Land	1,552
Building and Improvements	7,838
Total	9,390
Accumulated Depreciation	$ 1,178
Lake Worth III, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	92,510
Initial cost
Land	$ 957
Building and Improvements	4,716
Costs Subsequent to Acquisition	232
Gross Carrying Amount at year end
Land	957
Building and Improvements	4,949
Total	5,906
Accumulated Depreciation	$ 589
Lakeland, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	49,079
Initial cost
Land	$ 81
Building and Improvements	896
Costs Subsequent to Acquisition	1,287
Gross Carrying Amount at year end
Land	256
Building and Improvements	1,593
Total	1,849
Accumulated Depreciation	$ 794
Leisure City, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	56,185
Initial cost
Land	$ 409
Building and Improvements	2,018
Costs Subsequent to Acquisition	188
Gross Carrying Amount at year end
Land	409
Building and Improvements	2,205
Total	2,614
Accumulated Depreciation	$ 461
Lutz I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	66,795
Initial cost
Land	$ 901
Building and Improvements	2,478
Costs Subsequent to Acquisition	349
Gross Carrying Amount at year end
Land	901
Building and Improvements	2,439
Total	3,340
Accumulated Depreciation	$ 1,007
Lutz II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	69,232
Initial cost
Land	$ 992
Building and Improvements	2,868
Costs Subsequent to Acquisition	403
Gross Carrying Amount at year end
Land	992
Building and Improvements	2,776
Total	3,768
Accumulated Depreciation	$ 1,170
Margate I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	53,660
Initial cost
Land	$ 161
Building and Improvements	1,763
Costs Subsequent to Acquisition	2,318
Gross Carrying Amount at year end
Land	399
Building and Improvements	3,400
Total	3,799
Accumulated Depreciation	$ 1,729
Margate II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	65,380
Initial cost
Land	$ 132
Building and Improvements	1,473
Costs Subsequent to Acquisition	1,979
Gross Carrying Amount at year end
Land	383
Building and Improvements	2,824
Total	3,207
Accumulated Depreciation	$ 1,370
Merritt Island, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,201
Initial cost
Land	$ 716
Building and Improvements	2,983
Costs Subsequent to Acquisition	700
Gross Carrying Amount at year end
Land	796
Building and Improvements	2,770
Total	3,566
Accumulated Depreciation	$ 1,118
Miami I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	46,500
Initial cost
Land	$ 179
Building and Improvements	1,999
Costs Subsequent to Acquisition	1,862
Gross Carrying Amount at year end
Land	484
Building and Improvements	2,862
Total	3,346
Accumulated Depreciation	$ 1,462
Miami II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,160
Initial cost
Land	$ 253
Building and Improvements	2,544
Costs Subsequent to Acquisition	1,677
Gross Carrying Amount at year end
Land	561
Building and Improvements	3,382
Total	3,943
Accumulated Depreciation	$ 1,750
Miami III, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	151,620
Initial cost
Land	$ 4,577
Building and Improvements	13,185
Costs Subsequent to Acquisition	888
Gross Carrying Amount at year end
Land	4,577
Building and Improvements	12,248
Total	16,825
Accumulated Depreciation	$ 4,931
Miami IV, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	76,695
Initial cost
Land	$ 1,852
Building and Improvements	10,494
Costs Subsequent to Acquisition	948
Gross Carrying Amount at year end
Land	1,963
Building and Improvements	9,881
Total	11,844
Accumulated Depreciation	$ 2,447
Miramar, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	80,130
Initial cost
Land	$ 1,206
Building and Improvements	5,944
Costs Subsequent to Acquisition	133
Gross Carrying Amount at year end
Land	1,206
Building and Improvements	6,078
Total	7,284
Accumulated Depreciation	$ 1,078
Naples I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	48,100
Initial cost
Land	$ 90
Building and Improvements	1,010
Costs Subsequent to Acquisition	2,745
Gross Carrying Amount at year end
Land	270
Building and Improvements	3,212
Total	3,482
Accumulated Depreciation	$ 1,569
Naples II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	65,850
Initial cost
Land	$ 148
Building and Improvements	1,652
Costs Subsequent to Acquisition	4,301
Gross Carrying Amount at year end
Land	558
Building and Improvements	5,255
Total	5,813
Accumulated Depreciation	$ 2,687
Naples III, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	80,005
Initial cost
Land	$ 139
Building and Improvements	1,561
Costs Subsequent to Acquisition	4,204
Gross Carrying Amount at year end
Land	598
Building and Improvements	4,132
Total	4,730
Accumulated Depreciation	$ 2,123
Naples IV, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	40,625
Initial cost
Land	$ 262
Building and Improvements	2,980
Costs Subsequent to Acquisition	667
Gross Carrying Amount at year end
Land	407
Building and Improvements	3,049
Total	3,456
Accumulated Depreciation	$ 1,563
New Smyrna Beach, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	81,454
Initial cost
Land	$ 1,261
Building and Improvements	6,215
Costs Subsequent to Acquisition	197
Gross Carrying Amount at year end
Land	1,261
Building and Improvements	6,411
Total	7,672
Accumulated Depreciation	$ 860
North Palm Beach, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	45,825
Initial cost
Land	$ 1,374
Building and Improvements	7,649
Costs Subsequent to Acquisition	32
Gross Carrying Amount at year end
Land	1,374
Building and Improvements	7,682
Total	9,056
Accumulated Depreciation	$ 492
Oakland Park, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	63,806
Initial cost
Land	$ 3,007
Building and Improvements	10,145
Costs Subsequent to Acquisition	36
Gross Carrying Amount at year end
Land	3,007
Building and Improvements	10,181
Total	13,188
Accumulated Depreciation	$ 331
Ocoee, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	76,150
Initial cost
Land	$ 1,286
Building and Improvements	3,705
Costs Subsequent to Acquisition	228
Gross Carrying Amount at year end
Land	1,286
Building and Improvements	3,415
Total	4,701
Accumulated Depreciation	$ 1,388
Orange City, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,580
Initial cost
Land	$ 1,191
Building and Improvements	3,209
Costs Subsequent to Acquisition	307
Gross Carrying Amount at year end
Land	1,191
Building and Improvements	3,029
Total	4,220
Accumulated Depreciation	$ 1,280
Orlando II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	63,184
Initial cost
Land	$ 1,589
Building and Improvements	4,576
Costs Subsequent to Acquisition	215
Gross Carrying Amount at year end
Land	1,589
Building and Improvements	4,151
Total	5,740
Accumulated Depreciation	$ 1,696
Orlando III, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	101,490
Initial cost
Land	$ 1,209
Building and Improvements	7,768
Costs Subsequent to Acquisition	757
Gross Carrying Amount at year end
Land	1,209
Building and Improvements	7,137
Total	8,346
Accumulated Depreciation	$ 2,643
Orlando IV, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	76,601
Initial cost
Land	$ 633
Building and Improvements	3,587
Costs Subsequent to Acquisition	190
Gross Carrying Amount at year end
Land	633
Building and Improvements	3,274
Total	3,907
Accumulated Depreciation	$ 843
Orlando V, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	75,377
Initial cost
Land	$ 950
Building and Improvements	4,685
Costs Subsequent to Acquisition	139
Gross Carrying Amount at year end
Land	950
Building and Improvements	4,823
Total	5,773
Accumulated Depreciation	$ 965
Orlando VI, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,275
Initial cost
Land	$ 640
Building and Improvements	3,154
Costs Subsequent to Acquisition	150
Gross Carrying Amount at year end
Land	640
Building and Improvements	3,304
Total	3,944
Accumulated Depreciation	$ 447
Oviedo, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	49,276
Initial cost
Land	$ 440
Building and Improvements	2,824
Costs Subsequent to Acquisition	626
Gross Carrying Amount at year end
Land	440
Building and Improvements	2,778
Total	3,218
Accumulated Depreciation	$ 1,058
Palm Coast I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	47,400
Initial cost
Land	$ 555
Building and Improvements	2,735
Costs Subsequent to Acquisition	117
Gross Carrying Amount at year end
Land	555
Building and Improvements	2,852
Total	3,407
Accumulated Depreciation	$ 463
Palm Coast II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	122,490
Initial cost
Land	$ 1,511
Building and Improvements	7,450
Costs Subsequent to Acquisition	419
Gross Carrying Amount at year end
Land	1,511
Building and Improvements	7,870
Total	9,381
Accumulated Depreciation	$ 1,262
Palm Harbor, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	82,685
Initial cost
Land	$ 2,457
Building and Improvements	16,178
Costs Subsequent to Acquisition	132
Gross Carrying Amount at year end
Land	2,457
Building and Improvements	16,311
Total	18,768
Accumulated Depreciation	$ 1,234
Pembroke Pines, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,321
Initial cost
Land	$ 337
Building and Improvements	3,772
Costs Subsequent to Acquisition	2,817
Gross Carrying Amount at year end
Land	953
Building and Improvements	5,442
Total	6,395
Accumulated Depreciation	$ 2,797
Royal Palm Beach II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	81,178
Initial cost
Land	$ 1,640
Building and Improvements	8,607
Costs Subsequent to Acquisition	331
Gross Carrying Amount at year end
Land	1,640
Building and Improvements	7,277
Total	8,917
Accumulated Depreciation	$ 2,597
Sanford, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,810
Initial cost
Land	$ 453
Building and Improvements	2,911
Costs Subsequent to Acquisition	237
Gross Carrying Amount at year end
Land	453
Building and Improvements	2,580
Total	3,033
Accumulated Depreciation	$ 928
Sanford II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	69,875
Initial cost
Land	$ 1,003
Building and Improvements	4,944
Costs Subsequent to Acquisition	234
Gross Carrying Amount at year end
Land	1,003
Building and Improvements	5,177
Total	6,180
Accumulated Depreciation	$ 701
Sarasota, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	71,142
Initial cost
Land	$ 333
Building and Improvements	3,656
Costs Subsequent to Acquisition	1,510
Gross Carrying Amount at year end
Land	529
Building and Improvements	3,949
Total	4,478
Accumulated Depreciation	$ 1,856
St. Augustine, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,725
Initial cost
Land	$ 135
Building and Improvements	1,515
Costs Subsequent to Acquisition	3,447
Gross Carrying Amount at year end
Land	383
Building and Improvements	4,358
Total	4,741
Accumulated Depreciation	$ 2,260
St. Petersburg, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	66,025
Initial cost
Land	$ 2,721
Building and Improvements	10,173
Costs Subsequent to Acquisition	425
Gross Carrying Amount at year end
Land	2,721
Building and Improvements	10,598
Total	13,319
Accumulated Depreciation	$ 810
Stuart, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	86,736
Initial cost
Land	$ 324
Building and Improvements	3,625
Costs Subsequent to Acquisition	3,214
Gross Carrying Amount at year end
Land	685
Building and Improvements	5,852
Total	6,537
Accumulated Depreciation	$ 2,977
SW Ranches, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	64,990
Initial cost
Land	$ 1,390
Building and Improvements	7,598
Costs Subsequent to Acquisition	296
Gross Carrying Amount at year end
Land	1,390
Building and Improvements	6,032
Total	7,422
Accumulated Depreciation	$ 2,136
Tampa I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	83,938
Initial cost
Land	$ 2,670
Building and Improvements	6,249
Costs Subsequent to Acquisition	267
Gross Carrying Amount at year end
Land	2,670
Building and Improvements	5,163
Total	7,833
Accumulated Depreciation	$ 1,830
Tampa II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,790
Initial cost
Land	$ 2,291
Building and Improvements	10,262
Costs Subsequent to Acquisition	133
Gross Carrying Amount at year end
Land	2,291
Building and Improvements	10,396
Total	12,687
Accumulated Depreciation	$ 781
West Palm Beach I, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	66,831
Initial cost
Land	$ 719
Building and Improvements	3,420
Costs Subsequent to Acquisition	1,826
Gross Carrying Amount at year end
Land	835
Building and Improvements	3,998
Total	4,833
Accumulated Depreciation	$ 1,715
West Palm Beach II, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	94,113
Initial cost
Land	$ 2,129
Building and Improvements	8,671
Costs Subsequent to Acquisition	488
Gross Carrying Amount at year end
Land	2,129
Building and Improvements	7,854
Total	9,983
Accumulated Depreciation	$ 3,393
West Palm Beach III, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	77,410
Initial cost
Land	$ 804
Building and Improvements	3,962
Costs Subsequent to Acquisition	89
Gross Carrying Amount at year end
Land	804
Building and Improvements	4,051
Total	4,855
Accumulated Depreciation	$ 788
West Palm Beach IV, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	102,719
Initial cost
Land	$ 1,499
Building and Improvements	7,392
Costs Subsequent to Acquisition	328
Gross Carrying Amount at year end
Land	1,499
Building and Improvements	7,719
Total	9,218
Accumulated Depreciation	$ 1,142
Winter Park, FL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	54,416
Initial cost
Land	$ 866
Building and Improvements	4,268
Costs Subsequent to Acquisition	116
Gross Carrying Amount at year end
Land	866
Building and Improvements	4,384
Total	5,250
Accumulated Depreciation	$ 592
Alpharetta, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	90,501
Initial cost
Land	$ 806
Building and Improvements	4,720
Costs Subsequent to Acquisition	1,024
Gross Carrying Amount at year end
Land	917
Building and Improvements	4,046
Total	4,963
Accumulated Depreciation	$ 1,737
Atlanta, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	66,825
Initial cost
Land	$ 822
Building and Improvements	4,053
Costs Subsequent to Acquisition	82
Gross Carrying Amount at year end
Land	822
Building and Improvements	4,136
Total	4,958
Accumulated Depreciation	$ 841
Austell, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	83,655
Initial cost
Land	$ 1,635
Building and Improvements	4,711
Costs Subsequent to Acquisition	441
Gross Carrying Amount at year end
Land	1,643
Building and Improvements	4,497
Total	6,140
Accumulated Depreciation	$ 1,635
Decatur, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	145,320
Initial cost
Land	$ 616
Building and Improvements	6,776
Costs Subsequent to Acquisition	449
Gross Carrying Amount at year end
Land	616
Building and Improvements	6,230
Total	6,846
Accumulated Depreciation	$ 3,314
Duluth, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	70,885
Initial cost
Land	$ 373
Building and Improvements	2,044
Costs Subsequent to Acquisition	233
Gross Carrying Amount at year end
Land	373
Building and Improvements	1,952
Total	2,325
Accumulated Depreciation	$ 466
Lawrenceville, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	73,890
Initial cost
Land	$ 546
Building and Improvements	2,903
Costs Subsequent to Acquisition	434
Gross Carrying Amount at year end
Land	546
Building and Improvements	2,920
Total	3,466
Accumulated Depreciation	$ 717
Lithia Springs, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	66,750
Initial cost
Land	$ 748
Building and Improvements	5,552
Costs Subsequent to Acquisition	133
Gross Carrying Amount at year end
Land	748
Building and Improvements	5,684
Total	6,432
Accumulated Depreciation	$ 567
Norcross I, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	85,320
Initial cost
Land	$ 514
Building and Improvements	2,930
Costs Subsequent to Acquisition	986
Gross Carrying Amount at year end
Land	632
Building and Improvements	2,999
Total	3,631
Accumulated Depreciation	$ 1,264
Norcross II, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	52,595
Initial cost
Land	$ 366
Building and Improvements	2,025
Costs Subsequent to Acquisition	233
Gross Carrying Amount at year end
Land	366
Building and Improvements	1,973
Total	2,339
Accumulated Depreciation	$ 483
Norcross III, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	46,955
Initial cost
Land	$ 938
Building and Improvements	4,625
Costs Subsequent to Acquisition	83
Gross Carrying Amount at year end
Land	938
Building and Improvements	4,709
Total	5,647
Accumulated Depreciation	$ 1,028
Norcross IV, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,505
Initial cost
Land	$ 576
Building and Improvements	2,839
Costs Subsequent to Acquisition	129
Gross Carrying Amount at year end
Land	576
Building and Improvements	2,968
Total	3,544
Accumulated Depreciation	$ 603
Peachtree City I, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	49,875
Initial cost
Land	$ 435
Building and Improvements	2,532
Costs Subsequent to Acquisition	805
Gross Carrying Amount at year end
Land	529
Building and Improvements	2,552
Total	3,081
Accumulated Depreciation	$ 1,071
Peachtree City II, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,950
Initial cost
Land	$ 398
Building and Improvements	1,963
Costs Subsequent to Acquisition	141
Gross Carrying Amount at year end
Land	398
Building and Improvements	2,104
Total	2,502
Accumulated Depreciation	$ 425
Smyrna, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,015
Initial cost
Land	$ 750
Building and Improvements	4,271
Costs Subsequent to Acquisition	325
Gross Carrying Amount at year end
Land	750
Building and Improvements	3,478
Total	4,228
Accumulated Depreciation	$ 1,511
Snellville, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	79,950
Initial cost
Land	$ 1,660
Building and Improvements	4,781
Costs Subsequent to Acquisition	381
Gross Carrying Amount at year end
Land	1,660
Building and Improvements	4,499
Total	6,159
Accumulated Depreciation	$ 1,624
Suwanee I, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	85,125
Initial cost
Land	$ 1,737
Building and Improvements	5,010
Costs Subsequent to Acquisition	349
Gross Carrying Amount at year end
Land	1,737
Building and Improvements	4,657
Total	6,394
Accumulated Depreciation	$ 1,684
Suwanee II, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	80,340
Initial cost
Land	$ 800
Building and Improvements	6,942
Costs Subsequent to Acquisition	110
Gross Carrying Amount at year end
Land	622
Building and Improvements	5,847
Total	6,469
Accumulated Depreciation	$ 2,087
Villa Rica, GA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	65,281
Initial cost
Land	$ 757
Building and Improvements	5,616
Costs Subsequent to Acquisition	161
Gross Carrying Amount at year end
Land	757
Building and Improvements	5,776
Total	6,533
Accumulated Depreciation	$ 576
Addison, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	31,575
Initial cost
Land	$ 428
Building and Improvements	3,531
Costs Subsequent to Acquisition	503
Gross Carrying Amount at year end
Land	428
Building and Improvements	3,533
Total	3,961
Accumulated Depreciation	$ 1,490
Aurora, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	73,985
Initial cost
Land	$ 644
Building and Improvements	3,652
Costs Subsequent to Acquisition	259
Gross Carrying Amount at year end
Land	644
Building and Improvements	3,391
Total	4,035
Accumulated Depreciation	$ 1,420
Bartlett, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	51,395
Initial cost
Land	$ 931
Building and Improvements	2,493
Costs Subsequent to Acquisition	313
Gross Carrying Amount at year end
Land	931
Building and Improvements	2,402
Total	3,333
Accumulated Depreciation	$ 1,025
Bellwood, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	86,500
Initial cost
Land	$ 1,012
Building and Improvements	5,768
Costs Subsequent to Acquisition	1,148
Gross Carrying Amount at year end
Land	1,012
Building and Improvements	5,178
Total	6,190
Accumulated Depreciation	$ 2,156
Blue Island, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	55,125
Initial cost
Land	$ 633
Building and Improvements	3,120
Costs Subsequent to Acquisition	66
Gross Carrying Amount at year end
Land	633
Building and Improvements	3,186
Total	3,819
Accumulated Depreciation	$ 386
Bolingbrook, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	82,575
Initial cost
Land	$ 1,675
Building and Improvements	8,254
Costs Subsequent to Acquisition	193
Gross Carrying Amount at year end
Land	1,675
Building and Improvements	8,448
Total	10,123
Accumulated Depreciation	$ 1,137
Chicago I, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	95,795
Initial cost
Land	$ 2,667
Building and Improvements	13,118
Costs Subsequent to Acquisition	994
Gross Carrying Amount at year end
Land	2,667
Building and Improvements	14,111
Total	16,778
Accumulated Depreciation	$ 1,940
Chicago II, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,835
Initial cost
Land	$ 833
Building and Improvements	4,035
Costs Subsequent to Acquisition	81
Gross Carrying Amount at year end
Land	833
Building and Improvements	4,116
Total	4,949
Accumulated Depreciation	$ 550
Chicago III, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	84,990
Initial cost
Land	$ 2,427
Building and Improvements	11,962
Costs Subsequent to Acquisition	825
Gross Carrying Amount at year end
Land	2,427
Building and Improvements	12,787
Total	15,214
Accumulated Depreciation	$ 1,766
Chicago IV, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,420
Initial cost
Land	$ 1,296
Building and Improvements	6,385
Costs Subsequent to Acquisition	120
Gross Carrying Amount at year end
Land	1,296
Building and Improvements	6,506
Total	7,802
Accumulated Depreciation	$ 775
Chicago V, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	51,775
Initial cost
Land	$ 1,044
Building and Improvements	5,144
Costs Subsequent to Acquisition	73
Gross Carrying Amount at year end
Land	1,044
Building and Improvements	5,217
Total	6,261
Accumulated Depreciation	$ 624
Chicago VI, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	71,748
Initial cost
Land	$ 1,596
Building and Improvements	9,535
Costs Subsequent to Acquisition	55
Gross Carrying Amount at year end
Land	1,596
Building and Improvements	9,590
Total	11,186
Accumulated Depreciation	$ 775
Chicago VII, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	90,947
Initial cost
Building and Improvements	$ 11,191
Costs Subsequent to Acquisition	321
Gross Carrying Amount at year end
Building and Improvements	11,512
Total	11,512
Accumulated Depreciation	$ 405
Countryside, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	97,633
Initial cost
Land	$ 2,607
Building and Improvements	12,684
Costs Subsequent to Acquisition	214
Gross Carrying Amount at year end
Land	2,607
Building and Improvements	12,899
Total	15,506
Accumulated Depreciation	$ 1,724
Des Plaines, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	69,450
Initial cost
Land	$ 1,564
Building and Improvements	4,327
Costs Subsequent to Acquisition	867
Gross Carrying Amount at year end
Land	1,564
Building and Improvements	4,555
Total	6,119
Accumulated Depreciation	$ 1,865
Downers Grove, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	71,625
Initial cost
Land	$ 1,498
Building and Improvements	13,153
Costs Subsequent to Acquisition	45
Gross Carrying Amount at year end
Land	1,498
Building and Improvements	13,197
Total	14,695
Accumulated Depreciation	$ 1,087
Elk Grove Village, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	64,104
Initial cost
Land	$ 1,446
Building and Improvements	3,535
Costs Subsequent to Acquisition	314
Gross Carrying Amount at year end
Land	1,446
Building and Improvements	3,319
Total	4,765
Accumulated Depreciation	$ 1,455
Evanston, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,715
Initial cost
Land	$ 1,103
Building and Improvements	5,440
Costs Subsequent to Acquisition	248
Gross Carrying Amount at year end
Land	1,103
Building and Improvements	5,687
Total	6,790
Accumulated Depreciation	$ 1,039
Glenview I IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	100,085
Initial cost
Land	$ 3,740
Building and Improvements	10,367
Costs Subsequent to Acquisition	587
Gross Carrying Amount at year end
Land	3,740
Building and Improvements	9,487
Total	13,227
Accumulated Depreciation	$ 4,019
Glenview II IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	30,843
Initial cost
Land	$ 725
Building and Improvements	3,144
Costs Subsequent to Acquisition	1
Gross Carrying Amount at year end
Land	725
Building and Improvements	3,145
Total	3,870
Accumulated Depreciation	$ 9
Gurnee, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	80,300
Initial cost
Land	$ 1,521
Building and Improvements	5,440
Costs Subsequent to Acquisition	411
Gross Carrying Amount at year end
Land	1,521
Building and Improvements	5,081
Total	6,602
Accumulated Depreciation	$ 2,162
Hanover, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	41,190
Initial cost
Land	$ 1,126
Building and Improvements	2,197
Costs Subsequent to Acquisition	353
Gross Carrying Amount at year end
Land	1,126
Building and Improvements	2,212
Total	3,338
Accumulated Depreciation	$ 939
Harvey, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,090
Initial cost
Land	$ 869
Building and Improvements	3,635
Costs Subsequent to Acquisition	494
Gross Carrying Amount at year end
Land	869
Building and Improvements	3,587
Total	4,456
Accumulated Depreciation	$ 1,446
Joliet, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,865
Initial cost
Land	$ 547
Building and Improvements	4,704
Costs Subsequent to Acquisition	269
Gross Carrying Amount at year end
Land	547
Building and Improvements	4,313
Total	4,860
Accumulated Depreciation	$ 1,840
Kildeer, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,463
Initial cost
Land	$ 2,102
Building and Improvements	2,187
Costs Subsequent to Acquisition	4,599
Gross Carrying Amount at year end
Land	1,997
Building and Improvements	6,583
Total	8,580
Accumulated Depreciation	$ 1,218
Lombard, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	58,728
Initial cost
Land	$ 1,305
Building and Improvements	3,938
Costs Subsequent to Acquisition	992
Gross Carrying Amount at year end
Land	1,305
Building and Improvements	4,325
Total	5,630
Accumulated Depreciation	$ 1,833
Maywood, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,225
Initial cost
Land	$ 749
Building and Improvements	3,689
Costs Subsequent to Acquisition	49
Gross Carrying Amount at year end
Land	749
Building and Improvements	3,738
Total	4,487
Accumulated Depreciation	$ 446
Mount Prospect, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	65,000
Initial cost
Land	$ 1,701
Building and Improvements	3,114
Costs Subsequent to Acquisition	659
Gross Carrying Amount at year end
Land	1,701
Building and Improvements	3,320
Total	5,021
Accumulated Depreciation	$ 1,370
Mundelein, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	44,700
Initial cost
Land	$ 1,498
Building and Improvements	2,782
Costs Subsequent to Acquisition	461
Gross Carrying Amount at year end
Land	1,498
Building and Improvements	2,827
Total	4,325
Accumulated Depreciation	$ 1,148
North Chicago, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	53,400
Initial cost
Land	$ 1,073
Building and Improvements	3,006
Costs Subsequent to Acquisition	513
Gross Carrying Amount at year end
Land	1,073
Building and Improvements	3,034
Total	4,107
Accumulated Depreciation	$ 1,289
Plainfield I, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	53,900
Initial cost
Land	$ 1,770
Building and Improvements	1,715
Costs Subsequent to Acquisition	360
Gross Carrying Amount at year end
Land	1,740
Building and Improvements	1,782
Total	3,522
Accumulated Depreciation	$ 728
Plainfield II, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	51,900
Initial cost
Land	$ 694
Building and Improvements	2,000
Costs Subsequent to Acquisition	290
Gross Carrying Amount at year end
Land	694
Building and Improvements	1,958
Total	2,652
Accumulated Depreciation	$ 768
Riverwoods, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	73,915
Initial cost
Land	$ 1,585
Building and Improvements	7,826
Costs Subsequent to Acquisition	81
Gross Carrying Amount at year end
Land	1,585
Building and Improvements	7,907
Total	9,492
Accumulated Depreciation	$ 473
Schaumburg, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	31,160
Initial cost
Land	$ 538
Building and Improvements	645
Costs Subsequent to Acquisition	266
Gross Carrying Amount at year end
Land	538
Building and Improvements	774
Total	1,312
Accumulated Depreciation	$ 317
Streamwood, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	64,505
Initial cost
Land	$ 1,447
Building and Improvements	1,662
Costs Subsequent to Acquisition	547
Gross Carrying Amount at year end
Land	1,447
Building and Improvements	1,898
Total	3,345
Accumulated Depreciation	$ 774
Warrenville, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	48,796
Initial cost
Land	$ 1,066
Building and Improvements	3,072
Costs Subsequent to Acquisition	508
Gross Carrying Amount at year end
Land	1,066
Building and Improvements	3,148
Total	4,214
Accumulated Depreciation	$ 1,223
Waukegan, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	79,500
Initial cost
Land	$ 1,198
Building and Improvements	4,363
Costs Subsequent to Acquisition	668
Gross Carrying Amount at year end
Land	1,198
Building and Improvements	4,378
Total	5,576
Accumulated Depreciation	$ 1,820
West Chicago, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	48,175
Initial cost
Land	$ 1,071
Building and Improvements	2,249
Costs Subsequent to Acquisition	500
Gross Carrying Amount at year end
Land	1,071
Building and Improvements	2,390
Total	3,461
Accumulated Depreciation	$ 996
Westmont, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	53,400
Initial cost
Land	$ 1,155
Building and Improvements	3,873
Costs Subsequent to Acquisition	332
Gross Carrying Amount at year end
Land	1,155
Building and Improvements	3,664
Total	4,819
Accumulated Depreciation	$ 1,528
Wheeling I, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	54,210
Initial cost
Land	$ 857
Building and Improvements	3,213
Costs Subsequent to Acquisition	508
Gross Carrying Amount at year end
Land	857
Building and Improvements	3,249
Total	4,106
Accumulated Depreciation	$ 1,367
Wheeling II, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,825
Initial cost
Land	$ 793
Building and Improvements	3,816
Costs Subsequent to Acquisition	559
Gross Carrying Amount at year end
Land	793
Building and Improvements	3,823
Total	4,616
Accumulated Depreciation	$ 1,641
Woodridge, IL
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,232
Initial cost
Land	$ 943
Building and Improvements	3,397
Costs Subsequent to Acquisition	309
Gross Carrying Amount at year end
Land	943
Building and Improvements	3,231
Total	4,174
Accumulated Depreciation	$ 1,354
Schererville, IN
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,604
Initial cost
Land	$ 1,134
Building and Improvements	5,589
Costs Subsequent to Acquisition	58
Gross Carrying Amount at year end
Land	1,134
Building and Improvements	5,647
Total	6,781
Accumulated Depreciation	$ 827
Boston I, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	33,286
Initial cost
Land	$ 538
Building and Improvements	3,048
Costs Subsequent to Acquisition	282
Gross Carrying Amount at year end
Land	538
Building and Improvements	2,899
Total	3,437
Accumulated Depreciation	$ 745
Boston II, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,470
Initial cost
Land	$ 1,516
Building and Improvements	8,628
Costs Subsequent to Acquisition	825
Gross Carrying Amount at year end
Land	1,516
Building and Improvements	6,997
Total	8,513
Accumulated Depreciation	$ 2,798
Boston III, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	108,205
Initial cost
Land	$ 3,211
Building and Improvements	15,829
Costs Subsequent to Acquisition	706
Gross Carrying Amount at year end
Land	3,211
Building and Improvements	16,535
Total	19,746
Accumulated Depreciation	$ 2,234
Brockton, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,446
Initial cost
Land	$ 577
Building and Improvements	4,394
Costs Subsequent to Acquisition	1,165
Gross Carrying Amount at year end
Land	577
Building and Improvements	5,559
Total	6,136
Accumulated Depreciation	$ 500
Haverhill, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,589
Initial cost
Land	$ 669
Building and Improvements	6,610
Costs Subsequent to Acquisition	193
Gross Carrying Amount at year end
Land	669
Building and Improvements	6,803
Total	7,472
Accumulated Depreciation	$ 664
Lawrence, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	34,672
Initial cost
Land	$ 585
Building and Improvements	4,737
Costs Subsequent to Acquisition	268
Gross Carrying Amount at year end
Land	585
Building and Improvements	5,005
Total	5,590
Accumulated Depreciation	$ 501
Leominster, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	54,048
Initial cost
Land	$ 90
Building and Improvements	1,519
Costs Subsequent to Acquisition	2,664
Gross Carrying Amount at year end
Land	338
Building and Improvements	3,541
Total	3,879
Accumulated Depreciation	$ 1,674
Medford, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	58,685
Initial cost
Land	$ 1,330
Building and Improvements	7,165
Costs Subsequent to Acquisition	329
Gross Carrying Amount at year end
Land	1,330
Building and Improvements	6,001
Total	7,331
Accumulated Depreciation	$ 1,988
Stoneham, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	62,200
Initial cost
Land	$ 1,558
Building and Improvements	7,679
Costs Subsequent to Acquisition	303
Gross Carrying Amount at year end
Land	1,558
Building and Improvements	7,982
Total	9,540
Accumulated Depreciation	$ 1,417
Tewksbury, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	62,402
Initial cost
Land	$ 1,537
Building and Improvements	7,579
Costs Subsequent to Acquisition	279
Gross Carrying Amount at year end
Land	1,537
Building and Improvements	7,857
Total	9,394
Accumulated Depreciation	$ 1,163
Walpole, MA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,880
Initial cost
Land	$ 634
Building and Improvements	13,069
Costs Subsequent to Acquisition	336
Gross Carrying Amount at year end
Land	634
Building and Improvements	13,405
Total	14,039
Accumulated Depreciation	$ 976
Annapolis, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	92,332
Encumbrances	$ 5,626
Initial cost
Land	2,643
Building and Improvements	13,938
Costs Subsequent to Acquisition	68
Gross Carrying Amount at year end
Land	2,643
Building and Improvements	14,007
Total	16,650
Accumulated Depreciation	$ 680
Baltimore, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	93,750
Initial cost
Land	$ 1,050
Building and Improvements	5,997
Costs Subsequent to Acquisition	1,483
Gross Carrying Amount at year end
Land	1,173
Building and Improvements	5,321
Total	6,494
Accumulated Depreciation	$ 2,262
Beltsville, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	63,657
Initial cost
Land	$ 1,277
Building and Improvements	6,295
Costs Subsequent to Acquisition	75
Gross Carrying Amount at year end
Land	1,268
Building and Improvements	6,379
Total	7,647
Accumulated Depreciation	$ 1,144
California, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	77,840
Initial cost
Land	$ 1,486
Building and Improvements	4,280
Costs Subsequent to Acquisition	353
Gross Carrying Amount at year end
Land	1,486
Building and Improvements	4,018
Total	5,504
Accumulated Depreciation	$ 1,668
Capitol Heights, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	79,500
Initial cost
Land	$ 2,704
Building and Improvements	13,332
Costs Subsequent to Acquisition	50
Gross Carrying Amount at year end
Land	2,704
Building and Improvements	13,383
Total	16,087
Accumulated Depreciation	$ 1,455
Clinton, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	84,225
Initial cost
Land	$ 2,182
Building and Improvements	10,757
Costs Subsequent to Acquisition	140
Gross Carrying Amount at year end
Land	2,182
Building and Improvements	10,897
Total	13,079
Accumulated Depreciation	$ 1,769
District Heights, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,265
Initial cost
Land	$ 1,527
Building and Improvements	8,313
Costs Subsequent to Acquisition	557
Gross Carrying Amount at year end
Land	1,527
Building and Improvements	7,744
Total	9,271
Accumulated Depreciation	$ 1,836
Elkridge, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	63,475
Initial cost
Land	$ 1,155
Building and Improvements	5,695
Costs Subsequent to Acquisition	209
Gross Carrying Amount at year end
Land	1,120
Building and Improvements	5,939
Total	7,059
Accumulated Depreciation	$ 990
Gaithersburg I, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	87,045
Initial cost
Land	$ 3,124
Building and Improvements	9,000
Costs Subsequent to Acquisition	488
Gross Carrying Amount at year end
Land	3,124
Building and Improvements	8,225
Total	11,349
Accumulated Depreciation	$ 3,475
Gaithersburg II, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,100
Initial cost
Land	$ 2,383
Building and Improvements	11,750
Costs Subsequent to Acquisition	80
Gross Carrying Amount at year end
Land	2,383
Building and Improvements	11,829
Total	14,212
Accumulated Depreciation	$ 1,294
Hyattsville, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	52,830
Initial cost
Land	$ 1,113
Building and Improvements	5,485
Costs Subsequent to Acquisition	108
Gross Carrying Amount at year end
Land	1,113
Building and Improvements	5,593
Total	6,706
Accumulated Depreciation	$ 1,002
Laurel, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	162,896
Initial cost
Land	$ 1,409
Building and Improvements	8,035
Costs Subsequent to Acquisition	3,919
Gross Carrying Amount at year end
Land	1,928
Building and Improvements	9,091
Total	11,019
Accumulated Depreciation	$ 3,893
Temple Hills I, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	97,270
Initial cost
Land	$ 1,541
Building and Improvements	8,788
Costs Subsequent to Acquisition	2,643
Gross Carrying Amount at year end
Land	1,800
Building and Improvements	8,929
Total	10,729
Accumulated Depreciation	$ 3,827
Temple Hills II, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	84,175
Initial cost
Land	$ 2,229
Building and Improvements	10,988
Costs Subsequent to Acquisition	64
Gross Carrying Amount at year end
Land	2,229
Building and Improvements	11,052
Total	13,281
Accumulated Depreciation	$ 1,732
Timonium, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	66,717
Initial cost
Land	$ 2,269
Building and Improvements	11,184
Costs Subsequent to Acquisition	209
Gross Carrying Amount at year end
Land	2,269
Building and Improvements	11,393
Total	13,662
Accumulated Depreciation	$ 1,796
Upper Marlboro, MD
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	62,290
Initial cost
Land	$ 1,309
Building and Improvements	6,455
Costs Subsequent to Acquisition	104
Gross Carrying Amount at year end
Land	1,309
Building and Improvements	6,557
Total	7,866
Accumulated Depreciation	$ 1,182
Bloomington, MN
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	100,928
Initial cost
Land	$ 1,598
Building and Improvements	12,298
Costs Subsequent to Acquisition	210
Gross Carrying Amount at year end
Land	1,598
Building and Improvements	12,510
Total	14,108
Accumulated Depreciation	$ 808
Belmont, NC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	81,850
Initial cost
Land	$ 385
Building and Improvements	2,196
Costs Subsequent to Acquisition	963
Gross Carrying Amount at year end
Land	451
Building and Improvements	2,341
Total	2,792
Accumulated Depreciation	$ 1,015
Burlington I, NC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	109,300
Initial cost
Land	$ 498
Building and Improvements	2,837
Costs Subsequent to Acquisition	897
Gross Carrying Amount at year end
Land	498
Building and Improvements	2,917
Total	3,415
Accumulated Depreciation	$ 1,325
Burlington II, NC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	42,165
Initial cost
Land	$ 320
Building and Improvements	1,829
Costs Subsequent to Acquisition	473
Gross Carrying Amount at year end
Land	340
Building and Improvements	1,761
Total	2,101
Accumulated Depreciation	$ 765
Cary, NC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	111,750
Initial cost
Land	$ 543
Building and Improvements	3,097
Costs Subsequent to Acquisition	917
Gross Carrying Amount at year end
Land	543
Building and Improvements	3,316
Total	3,859
Accumulated Depreciation	$ 1,464
Charlotte I, NC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	69,000
Initial cost
Land	$ 782
Building and Improvements	4,429
Costs Subsequent to Acquisition	1,589
Gross Carrying Amount at year end
Land	1,068
Building and Improvements	4,562
Total	5,630
Accumulated Depreciation	$ 1,849
Charlotte II, NC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	53,706
Initial cost
Land	$ 821
Building and Improvements	8,764
Costs Subsequent to Acquisition	58
Gross Carrying Amount at year end
Land	821
Building and Improvements	8,821
Total	9,642
Accumulated Depreciation	$ 528
Charlotte III, NC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	69,037
Initial cost
Land	$ 1,974
Building and Improvements	8,211
Costs Subsequent to Acquisition	83
Gross Carrying Amount at year end
Land	1,974
Building and Improvements	8,293
Total	10,267
Accumulated Depreciation	$ 84
Cornelius, NC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,270
Initial cost
Land	$ 2,424
Building and Improvements	4,991
Costs Subsequent to Acquisition	980
Gross Carrying Amount at year end
Land	2,424
Building and Improvements	5,971
Total	8,395
Accumulated Depreciation	$ 577
Pineville, NC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	77,747
Initial cost
Land	$ 2,490
Building and Improvements	9,169
Costs Subsequent to Acquisition	151
Gross Carrying Amount at year end
Land	2,490
Building and Improvements	9,320
Total	11,810
Accumulated Depreciation	$ 926
Raleigh, NC
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	48,675
Initial cost
Land	$ 209
Building and Improvements	2,398
Costs Subsequent to Acquisition	464
Gross Carrying Amount at year end
Land	296
Building and Improvements	2,386
Total	2,682
Accumulated Depreciation	$ 1,180
Bordentown, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,550
Initial cost
Land	$ 457
Building and Improvements	2,255
Costs Subsequent to Acquisition	173
Gross Carrying Amount at year end
Land	457
Building and Improvements	2,427
Total	2,884
Accumulated Depreciation	$ 483
Brick, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	51,710
Initial cost
Land	$ 234
Building and Improvements	2,762
Costs Subsequent to Acquisition	1,553
Gross Carrying Amount at year end
Land	485
Building and Improvements	3,465
Total	3,950
Accumulated Depreciation	$ 1,826
Cherry Hill I, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	51,500
Initial cost
Land	$ 222
Building and Improvements	1,260
Costs Subsequent to Acquisition	204
Gross Carrying Amount at year end
Land	222
Building and Improvements	1,249
Total	1,471
Accumulated Depreciation	$ 316
Cherry Hill II, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	65,425
Initial cost
Land	$ 471
Building and Improvements	2,323
Costs Subsequent to Acquisition	320
Gross Carrying Amount at year end
Land	471
Building and Improvements	2,643
Total	3,114
Accumulated Depreciation	$ 518
Clifton, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	105,550
Initial cost
Land	$ 4,346
Building and Improvements	12,520
Costs Subsequent to Acquisition	331
Gross Carrying Amount at year end
Land	4,340
Building and Improvements	11,171
Total	15,511
Accumulated Depreciation	$ 4,521
Cranford, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	91,280
Initial cost
Land	$ 290
Building and Improvements	3,493
Costs Subsequent to Acquisition	2,792
Gross Carrying Amount at year end
Land	779
Building and Improvements	5,090
Total	5,869
Accumulated Depreciation	$ 2,546
East Hanover, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	107,704
Initial cost
Land	$ 504
Building and Improvements	5,763
Costs Subsequent to Acquisition	4,395
Gross Carrying Amount at year end
Land	1,315
Building and Improvements	8,177
Total	9,492
Accumulated Depreciation	$ 4,194
Egg Harbor I, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	36,025
Initial cost
Land	$ 104
Building and Improvements	510
Costs Subsequent to Acquisition	81
Gross Carrying Amount at year end
Land	104
Building and Improvements	581
Total	685
Accumulated Depreciation	$ 145
Egg Harbor II, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	70,400
Initial cost
Land	$ 284
Building and Improvements	1,608
Costs Subsequent to Acquisition	309
Gross Carrying Amount at year end
Land	284
Building and Improvements	1,695
Total	1,979
Accumulated Depreciation	$ 459
Elizabeth, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	38,770
Initial cost
Land	$ 751
Building and Improvements	2,164
Costs Subsequent to Acquisition	719
Gross Carrying Amount at year end
Land	751
Building and Improvements	2,560
Total	3,311
Accumulated Depreciation	$ 1,018
Fairview, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	27,876
Initial cost
Land	$ 246
Building and Improvements	2,759
Costs Subsequent to Acquisition	617
Gross Carrying Amount at year end
Land	246
Building and Improvements	2,767
Total	3,013
Accumulated Depreciation	$ 1,420
Freehold, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	81,420
Initial cost
Land	$ 1,086
Building and Improvements	5,355
Costs Subsequent to Acquisition	211
Gross Carrying Amount at year end
Land	1,086
Building and Improvements	5,566
Total	6,652
Accumulated Depreciation	$ 1,133
Hamilton, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	70,550
Initial cost
Land	$ 1,885
Building and Improvements	5,430
Costs Subsequent to Acquisition	511
Gross Carrying Amount at year end
Land	1,893
Building and Improvements	5,173
Total	7,066
Accumulated Depreciation	$ 1,891
Hoboken, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	34,194
Initial cost
Land	$ 1,370
Building and Improvements	3,947
Costs Subsequent to Acquisition	972
Gross Carrying Amount at year end
Land	1,370
Building and Improvements	4,285
Total	5,655
Accumulated Depreciation	$ 1,776
Linden, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	100,425
Initial cost
Land	$ 517
Building and Improvements	6,008
Costs Subsequent to Acquisition	2,669
Gross Carrying Amount at year end
Land	1,043
Building and Improvements	7,139
Total	8,182
Accumulated Depreciation	$ 3,579
Lumberton, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	96,025
Initial cost
Land	$ 987
Building and Improvements	4,864
Costs Subsequent to Acquisition	316
Gross Carrying Amount at year end
Land	987
Building and Improvements	5,180
Total	6,167
Accumulated Depreciation	$ 1,052
Morris Township, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,226
Initial cost
Land	$ 500
Building and Improvements	5,602
Costs Subsequent to Acquisition	3,100
Gross Carrying Amount at year end
Land	1,072
Building and Improvements	7,054
Total	8,126
Accumulated Depreciation	$ 3,499
Parsippany, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	84,655
Initial cost
Land	$ 475
Building and Improvements	5,322
Costs Subsequent to Acquisition	5,820
Gross Carrying Amount at year end
Land	844
Building and Improvements	9,798
Total	10,642
Accumulated Depreciation	$ 3,430
Rahway, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	83,121
Initial cost
Land	$ 1,486
Building and Improvements	7,326
Costs Subsequent to Acquisition	680
Gross Carrying Amount at year end
Land	1,486
Building and Improvements	8,007
Total	9,493
Accumulated Depreciation	$ 1,400
Randolph, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	52,565
Initial cost
Land	$ 855
Building and Improvements	4,872
Costs Subsequent to Acquisition	1,574
Gross Carrying Amount at year end
Land	1,108
Building and Improvements	4,757
Total	5,865
Accumulated Depreciation	$ 1,940
Ridgefield, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,803
Initial cost
Land	$ 1,810
Building and Improvements	8,925
Costs Subsequent to Acquisition	318
Gross Carrying Amount at year end
Land	1,810
Building and Improvements	9,243
Total	11,053
Accumulated Depreciation	$ 1,008
Roseland, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	53,569
Initial cost
Land	$ 1,844
Building and Improvements	9,759
Costs Subsequent to Acquisition	189
Gross Carrying Amount at year end
Land	1,844
Building and Improvements	9,948
Total	11,792
Accumulated Depreciation	$ 989
Sewell, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,826
Initial cost
Land	$ 484
Building and Improvements	2,766
Costs Subsequent to Acquisition	1,441
Gross Carrying Amount at year end
Land	706
Building and Improvements	3,129
Total	3,835
Accumulated Depreciation	$ 1,362
Somerset, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,485
Initial cost
Land	$ 1,243
Building and Improvements	6,129
Costs Subsequent to Acquisition	587
Gross Carrying Amount at year end
Land	1,243
Building and Improvements	6,716
Total	7,959
Accumulated Depreciation	$ 1,286
Whippany, NJ
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	92,070
Initial cost
Land	$ 2,153
Building and Improvements	10,615
Costs Subsequent to Acquisition	653
Gross Carrying Amount at year end
Land	2,153
Building and Improvements	11,268
Total	13,421
Accumulated Depreciation	$ 1,945
Albuquerque I, NM
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	65,927
Initial cost
Land	$ 1,039
Building and Improvements	3,395
Costs Subsequent to Acquisition	367
Gross Carrying Amount at year end
Land	1,039
Building and Improvements	3,178
Total	4,217
Accumulated Depreciation	$ 1,403
Albuquerque II, NM
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	58,798
Initial cost
Land	$ 1,163
Building and Improvements	3,801
Costs Subsequent to Acquisition	284
Gross Carrying Amount at year end
Land	1,163
Building and Improvements	3,462
Total	4,625
Accumulated Depreciation	$ 1,554
Albuquerque III, NM
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,536
Initial cost
Land	$ 664
Building and Improvements	2,171
Costs Subsequent to Acquisition	371
Gross Carrying Amount at year end
Land	664
Building and Improvements	2,151
Total	2,815
Accumulated Depreciation	$ 967
Henderson, NV
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	75,150
Initial cost
Land	$ 1,246
Building and Improvements	6,143
Costs Subsequent to Acquisition	105
Gross Carrying Amount at year end
Land	1,246
Building and Improvements	6,246
Total	7,492
Accumulated Depreciation	$ 839
Las Vegas I, NV
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	48,732
Initial cost
Land	$ 1,851
Building and Improvements	2,986
Costs Subsequent to Acquisition	593
Gross Carrying Amount at year end
Land	1,851
Building and Improvements	3,167
Total	5,018
Accumulated Depreciation	$ 1,484
Las Vegas II, NV
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	48,850
Initial cost
Land	$ 3,354
Building and Improvements	5,411
Costs Subsequent to Acquisition	615
Gross Carrying Amount at year end
Land	3,355
Building and Improvements	5,444
Total	8,799
Accumulated Depreciation	$ 2,477
Las Vegas III, NV
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	84,600
Initial cost
Land	$ 1,171
Building and Improvements	10,034
Costs Subsequent to Acquisition	113
Gross Carrying Amount at year end
Land	1,171
Building and Improvements	10,148
Total	11,319
Accumulated Depreciation	$ 679
Las Vegas IV, NV
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	90,527
Initial cost
Land	$ 1,116
Building and Improvements	8,575
Costs Subsequent to Acquisition	365
Gross Carrying Amount at year end
Land	1,116
Building and Improvements	8,939
Total	10,055
Accumulated Depreciation	$ 626
Las Vegas, V NV
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	107,226
Initial cost
Land	$ 1,460
Building and Improvements	9,560
Costs Subsequent to Acquisition	183
Gross Carrying Amount at year end
Land	1,460
Building and Improvements	9,744
Total	11,204
Accumulated Depreciation	$ 613
Las Vegas VI, NV
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	92,732
Initial cost
Land	$ 1,386
Building and Improvements	12,299
Costs Subsequent to Acquisition	123
Gross Carrying Amount at year end
Land	1,386
Building and Improvements	12,422
Total	13,808
Accumulated Depreciation	$ 699
Las Vegas VII NV
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	94,525
Initial cost
Land	$ 1,575
Building and Improvements	11,483
Costs Subsequent to Acquisition	146
Gross Carrying Amount at year end
Land	1,575
Building and Improvements	11,630
Total	13,205
Accumulated Depreciation	$ 105
Baldwin, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,380
Initial cost
Land	$ 1,559
Building and Improvements	7,685
Costs Subsequent to Acquisition	646
Gross Carrying Amount at year end
Land	1,559
Building and Improvements	8,331
Total	9,890
Accumulated Depreciation	$ 915
Bronx I, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,864
Initial cost
Land	$ 2,014
Building and Improvements	11,411
Costs Subsequent to Acquisition	1,118
Gross Carrying Amount at year end
Land	2,014
Building and Improvements	10,937
Total	12,951
Accumulated Depreciation	$ 2,917
Bronx II, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	99,028
Initial cost
Building and Improvements	$ 28,289
Costs Subsequent to Acquisition	1,721
Gross Carrying Amount at year end
Building and Improvements	29,475
Total	29,475
Accumulated Depreciation	$ 6,654
Bronx III, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	105,900
Initial cost
Land	$ 6,459
Building and Improvements	36,180
Costs Subsequent to Acquisition	219
Gross Carrying Amount at year end
Land	6,460
Building and Improvements	32,052
Total	38,512
Accumulated Depreciation	$ 7,285
Bronx IV, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,580
Initial cost
Building and Improvements	$ 22,074
Costs Subsequent to Acquisition	130
Gross Carrying Amount at year end
Building and Improvements	19,549
Total	19,549
Accumulated Depreciation	$ 4,461
Bronx V, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	54,704
Initial cost
Building and Improvements	$ 17,556
Costs Subsequent to Acquisition	226
Gross Carrying Amount at year end
Building and Improvements	15,671
Total	15,671
Accumulated Depreciation	$ 3,580
Bronx VI, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	45,970
Initial cost
Building and Improvements	$ 16,803
Costs Subsequent to Acquisition	364
Gross Carrying Amount at year end
Building and Improvements	15,136
Total	15,136
Accumulated Depreciation	$ 3,452
Bronx VII, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,700
Encumbrances	$ 8,022
Initial cost
Building and Improvements	22,512
Costs Subsequent to Acquisition	189
Gross Carrying Amount at year end
Building and Improvements	22,810
Total	22,810
Accumulated Depreciation	$ 4,959
Bronx VIII, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	30,550
Encumbrances	$ 2,816
Initial cost
Land	1,245
Building and Improvements	6,137
Costs Subsequent to Acquisition	308
Gross Carrying Amount at year end
Land	1,251
Building and Improvements	6,475
Total	7,726
Accumulated Depreciation	$ 1,389
Bronx IX, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	147,915
Encumbrances	$ 22,041
Initial cost
Land	7,967
Building and Improvements	39,279
Costs Subsequent to Acquisition	1,452
Gross Carrying Amount at year end
Land	7,967
Building and Improvements	40,730
Total	48,697
Accumulated Depreciation	$ 8,714
Bronx X, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	159,805
Encumbrances	$ 24,893
Initial cost
Land	9,090
Building and Improvements	44,816
Costs Subsequent to Acquisition	537
Gross Carrying Amount at year end
Land	9,090
Building and Improvements	45,353
Total	54,443
Accumulated Depreciation	$ 9,298
Bronx XI, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	46,425
Initial cost
Building and Improvements	$ 17,130
Costs Subsequent to Acquisition	344
Gross Carrying Amount at year end
Building and Improvements	17,476
Total	17,476
Accumulated Depreciation	$ 2,212
Bronx XII, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	101,268
Initial cost
Building and Improvements	$ 31,603
Costs Subsequent to Acquisition	80
Gross Carrying Amount at year end
Building and Improvements	31,681
Total	31,681
Accumulated Depreciation	$ 2,614
Bronx XIII NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	201,195
Initial cost
Land	$ 19,622
Building and Improvements	68,290
Gross Carrying Amount at year end
Land	19,621
Building and Improvements	68,379
Total	88,000
Accumulated Depreciation	$ 516
Brooklyn I, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,456
Initial cost
Land	$ 1,795
Building and Improvements	10,172
Costs Subsequent to Acquisition	410
Gross Carrying Amount at year end
Land	1,795
Building and Improvements	9,166
Total	10,961
Accumulated Depreciation	$ 2,397
Brooklyn II, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,920
Initial cost
Land	$ 1,601
Building and Improvements	9,073
Costs Subsequent to Acquisition	497
Gross Carrying Amount at year end
Land	1,601
Building and Improvements	8,251
Total	9,852
Accumulated Depreciation	$ 2,198
Brooklyn III, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	41,610
Initial cost
Land	$ 2,772
Building and Improvements	13,570
Costs Subsequent to Acquisition	146
Gross Carrying Amount at year end
Land	2,772
Building and Improvements	13,798
Total	16,570
Accumulated Depreciation	$ 3,155
Brooklyn IV, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	37,560
Initial cost
Land	$ 2,283
Building and Improvements	11,184
Costs Subsequent to Acquisition	198
Gross Carrying Amount at year end
Land	2,284
Building and Improvements	11,444
Total	13,728
Accumulated Depreciation	$ 2,620
Brooklyn V, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	47,045
Initial cost
Land	$ 2,374
Building and Improvements	11,636
Costs Subsequent to Acquisition	120
Gross Carrying Amount at year end
Land	2,374
Building and Improvements	11,809
Total	14,183
Accumulated Depreciation	$ 2,686
Brooklyn VI, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,820
Initial cost
Land	$ 4,210
Building and Improvements	20,638
Costs Subsequent to Acquisition	124
Gross Carrying Amount at year end
Land	4,211
Building and Improvements	20,869
Total	25,080
Accumulated Depreciation	$ 4,742
Brooklyn VII, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,725
Initial cost
Land	$ 5,604
Building and Improvements	27,452
Costs Subsequent to Acquisition	200
Gross Carrying Amount at year end
Land	5,604
Building and Improvements	27,817
Total	33,421
Accumulated Depreciation	$ 6,338
Brooklyn VIII, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,525
Initial cost
Land	$ 4,982
Building and Improvements	24,561
Costs Subsequent to Acquisition	118
Gross Carrying Amount at year end
Land	4,982
Building and Improvements	24,678
Total	29,660
Accumulated Depreciation	$ 3,671
Brooklyn IX, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	46,980
Initial cost
Land	$ 2,966
Building and Improvements	14,620
Costs Subsequent to Acquisition	154
Gross Carrying Amount at year end
Land	2,966
Building and Improvements	14,774
Total	17,740
Accumulated Depreciation	$ 2,195
Brooklyn X, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	55,938
Initial cost
Land	$ 3,739
Building and Improvements	7,703
Costs Subsequent to Acquisition	3,118
Gross Carrying Amount at year end
Land	4,885
Building and Improvements	9,674
Total	14,559
Accumulated Depreciation	$ 978
Brooklyn XI, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	110,215
Initial cost
Land	$ 10,093
Building and Improvements	35,385
Costs Subsequent to Acquisition	229
Gross Carrying Amount at year end
Land	10,093
Building and Improvements	35,613
Total	45,706
Accumulated Depreciation	$ 3,116
Brooklyn XII, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	131,913
Initial cost
Land	$ 7,249
Building and Improvements	40,230
Costs Subsequent to Acquisition	9
Gross Carrying Amount at year end
Land	7,250
Building and Improvements	40,243
Total	47,493
Accumulated Depreciation	$ 1,246
Flushing, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	64,993
Initial cost
Land	$ 17,177
Building and Improvements	17,356
Costs Subsequent to Acquisition	18
Gross Carrying Amount at year end
Land	17,177
Building and Improvements	17,373
Total	34,550
Accumulated Depreciation	$ 40
Holbrook, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,377
Initial cost
Land	$ 2,029
Building and Improvements	10,737
Costs Subsequent to Acquisition	77
Gross Carrying Amount at year end
Land	2,029
Building and Improvements	10,814
Total	12,843
Accumulated Depreciation	$ 1,066
Jamaica I, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	88,385
Initial cost
Land	$ 2,043
Building and Improvements	11,658
Costs Subsequent to Acquisition	2,374
Gross Carrying Amount at year end
Land	2,043
Building and Improvements	11,299
Total	13,342
Accumulated Depreciation	$ 4,755
Jamaica II, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	92,805
Initial cost
Land	$ 5,391
Building and Improvements	26,413
Costs Subsequent to Acquisition	397
Gross Carrying Amount at year end
Land	5,391
Building and Improvements	26,953
Total	32,344
Accumulated Depreciation	$ 6,132
Long Island City, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	88,775
Initial cost
Land	$ 5,700
Building and Improvements	28,101
Costs Subsequent to Acquisition	46
Gross Carrying Amount at year end
Land	5,700
Building and Improvements	28,147
Total	33,847
Accumulated Depreciation	$ 3,655
New Rochelle I, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	43,596
Initial cost
Land	$ 1,673
Building and Improvements	4,827
Costs Subsequent to Acquisition	1,223
Gross Carrying Amount at year end
Land	1,673
Building and Improvements	5,391
Total	7,064
Accumulated Depreciation	$ 2,080
New Rochelle II, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	63,425
Initial cost
Land	$ 3,167
Building and Improvements	2,713
Costs Subsequent to Acquisition	452
Gross Carrying Amount at year end
Land	3,762
Building and Improvements	18,999
Total	22,761
Accumulated Depreciation	$ 4,146
New York, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	94,912
Encumbrances	$ 31,171
Initial cost
Land	42,022
Building and Improvements	38,753
Costs Subsequent to Acquisition	23
Gross Carrying Amount at year end
Land	42,022
Building and Improvements	38,777
Total	80,799
Accumulated Depreciation	$ 1,531
North Babylon, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,350
Initial cost
Land	$ 225
Building and Improvements	2,514
Costs Subsequent to Acquisition	4,233
Gross Carrying Amount at year end
Land	568
Building and Improvements	5,595
Total	6,163
Accumulated Depreciation	$ 2,775
Patchogue, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	47,759
Initial cost
Land	$ 1,141
Building and Improvements	5,624
Costs Subsequent to Acquisition	61
Gross Carrying Amount at year end
Land	1,141
Building and Improvements	5,685
Total	6,826
Accumulated Depreciation	$ 757
Queens I, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	82,875
Initial cost
Land	$ 5,158
Building and Improvements	12,339
Costs Subsequent to Acquisition	1,156
Gross Carrying Amount at year end
Land	5,160
Building and Improvements	13,493
Total	18,653
Accumulated Depreciation	$ 1,415
Queens II, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	90,728
Initial cost
Land	$ 6,208
Building and Improvements	25,815
Costs Subsequent to Acquisition	484
Gross Carrying Amount at year end
Land	6,208
Building and Improvements	26,300
Total	32,508
Accumulated Depreciation	$ 2,598
Riverhead, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	38,490
Initial cost
Land	$ 1,068
Building and Improvements	1,149
Costs Subsequent to Acquisition	216
Gross Carrying Amount at year end
Land	1,068
Building and Improvements	1,086
Total	2,154
Accumulated Depreciation	$ 527
Southold, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,945
Initial cost
Land	$ 2,079
Building and Improvements	2,238
Costs Subsequent to Acquisition	350
Gross Carrying Amount at year end
Land	2,079
Building and Improvements	2,184
Total	4,263
Accumulated Depreciation	$ 1,035
Staten Island, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	96,573
Initial cost
Land	$ 1,919
Building and Improvements	9,463
Costs Subsequent to Acquisition	870
Gross Carrying Amount at year end
Land	1,919
Building and Improvements	10,334
Total	12,253
Accumulated Depreciation	$ 1,790
Tuckahoe, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	51,358
Initial cost
Land	$ 2,363
Building and Improvements	17,411
Costs Subsequent to Acquisition	311
Gross Carrying Amount at year end
Land	2,363
Building and Improvements	11,951
Total	14,314
Accumulated Depreciation	$ 2,711
West Hempstead, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	83,395
Initial cost
Land	$ 2,237
Building and Improvements	11,030
Costs Subsequent to Acquisition	245
Gross Carrying Amount at year end
Land	2,237
Building and Improvements	11,273
Total	13,510
Accumulated Depreciation	$ 2,254
White Plains, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	85,874
Initial cost
Land	$ 3,295
Building and Improvements	18,049
Costs Subsequent to Acquisition	1,030
Gross Carrying Amount at year end
Land	3,295
Building and Improvements	16,582
Total	19,877
Accumulated Depreciation	$ 4,055
Woodhaven, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,665
Initial cost
Land	$ 2,015
Building and Improvements	11,219
Costs Subsequent to Acquisition	158
Gross Carrying Amount at year end
Land	2,015
Building and Improvements	10,080
Total	12,095
Accumulated Depreciation	$ 2,283
Wyckoff, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,440
Initial cost
Land	$ 1,961
Building and Improvements	11,113
Costs Subsequent to Acquisition	351
Gross Carrying Amount at year end
Land	1,961
Building and Improvements	9,980
Total	11,941
Accumulated Depreciation	$ 2,546
Yorktown, NY
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,879
Initial cost
Land	$ 2,382
Building and Improvements	11,720
Costs Subsequent to Acquisition	216
Gross Carrying Amount at year end
Land	2,382
Building and Improvements	11,949
Total	14,331
Accumulated Depreciation	$ 2,728
Cleveland I, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	46,000
Initial cost
Land	$ 525
Building and Improvements	2,592
Costs Subsequent to Acquisition	273
Gross Carrying Amount at year end
Land	524
Building and Improvements	2,515
Total	3,039
Accumulated Depreciation	$ 1,097
Cleveland II, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	58,325
Initial cost
Land	$ 290
Building and Improvements	1,427
Costs Subsequent to Acquisition	239
Gross Carrying Amount at year end
Land	289
Building and Improvements	1,413
Total	1,702
Accumulated Depreciation	$ 622
Columbus I, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	71,905
Initial cost
Land	$ 1,234
Building and Improvements	3,151
Costs Subsequent to Acquisition	153
Gross Carrying Amount at year end
Land	1,239
Building and Improvements	2,828
Total	4,067
Accumulated Depreciation	$ 1,187
Columbus II, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	36,659
Initial cost
Land	$ 769
Building and Improvements	3,788
Costs Subsequent to Acquisition	293
Gross Carrying Amount at year end
Land	769
Building and Improvements	4,081
Total	4,850
Accumulated Depreciation	$ 547
Columbus III, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	51,200
Initial cost
Land	$ 326
Building and Improvements	1,607
Costs Subsequent to Acquisition	124
Gross Carrying Amount at year end
Land	326
Building and Improvements	1,732
Total	2,058
Accumulated Depreciation	$ 240
Columbus IV, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,950
Initial cost
Land	$ 443
Building and Improvements	2,182
Costs Subsequent to Acquisition	106
Gross Carrying Amount at year end
Land	443
Building and Improvements	2,288
Total	2,731
Accumulated Depreciation	$ 314
Columbus V, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	73,325
Initial cost
Land	$ 838
Building and Improvements	4,128
Costs Subsequent to Acquisition	139
Gross Carrying Amount at year end
Land	838
Building and Improvements	4,267
Total	5,105
Accumulated Depreciation	$ 571
Columbus VI, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	63,525
Initial cost
Land	$ 701
Building and Improvements	3,454
Costs Subsequent to Acquisition	120
Gross Carrying Amount at year end
Land	701
Building and Improvements	3,575
Total	4,276
Accumulated Depreciation	$ 480
Grove City, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	89,290
Initial cost
Land	$ 1,756
Building and Improvements	4,485
Costs Subsequent to Acquisition	290
Gross Carrying Amount at year end
Land	1,761
Building and Improvements	4,157
Total	5,918
Accumulated Depreciation	$ 1,700
Hilliard, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	89,290
Initial cost
Land	$ 1,361
Building and Improvements	3,476
Costs Subsequent to Acquisition	285
Gross Carrying Amount at year end
Land	1,366
Building and Improvements	3,273
Total	4,639
Accumulated Depreciation	$ 1,349
Lakewood, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	39,332
Initial cost
Land	$ 405
Building and Improvements	854
Costs Subsequent to Acquisition	690
Gross Carrying Amount at year end
Land	405
Building and Improvements	1,385
Total	1,790
Accumulated Depreciation	$ 1,046
Lewis Center, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	76,224
Initial cost
Land	$ 1,056
Building and Improvements	5,206
Costs Subsequent to Acquisition	146
Gross Carrying Amount at year end
Land	1,056
Building and Improvements	5,351
Total	6,407
Accumulated Depreciation	$ 721
Middleburg Heights, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	93,200
Initial cost
Land	$ 63
Building and Improvements	704
Costs Subsequent to Acquisition	2,402
Gross Carrying Amount at year end
Land	332
Building and Improvements	2,436
Total	2,768
Accumulated Depreciation	$ 1,151
North Olmsted I, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	48,672
Initial cost
Land	$ 63
Building and Improvements	704
Costs Subsequent to Acquisition	1,591
Gross Carrying Amount at year end
Land	214
Building and Improvements	1,802
Total	2,016
Accumulated Depreciation	$ 884
North Olmsted II, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	47,850
Initial cost
Land	$ 290
Building and Improvements	1,129
Costs Subsequent to Acquisition	1,232
Gross Carrying Amount at year end
Land	469
Building and Improvements	2,034
Total	2,503
Accumulated Depreciation	$ 1,724
North Randall, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	80,297
Initial cost
Land	$ 515
Building and Improvements	2,323
Costs Subsequent to Acquisition	3,274
Gross Carrying Amount at year end
Land	898
Building and Improvements	3,997
Total	4,895
Accumulated Depreciation	$ 1,821
Reynoldsburg, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,245
Initial cost
Land	$ 1,290
Building and Improvements	3,295
Costs Subsequent to Acquisition	388
Gross Carrying Amount at year end
Land	1,295
Building and Improvements	3,229
Total	4,524
Accumulated Depreciation	$ 1,331
Strongsville, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	43,683
Initial cost
Land	$ 570
Building and Improvements	3,486
Costs Subsequent to Acquisition	430
Gross Carrying Amount at year end
Land	570
Building and Improvements	3,082
Total	3,652
Accumulated Depreciation	$ 1,126
Warrensville Heights, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	90,281
Initial cost
Land	$ 525
Building and Improvements	766
Costs Subsequent to Acquisition	3,292
Gross Carrying Amount at year end
Land	935
Building and Improvements	3,443
Total	4,378
Accumulated Depreciation	$ 1,612
Westlake, OH
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	62,750
Initial cost
Land	$ 509
Building and Improvements	2,508
Costs Subsequent to Acquisition	264
Gross Carrying Amount at year end
Land	508
Building and Improvements	2,383
Total	2,891
Accumulated Depreciation	$ 1,068
Conshohocken, PA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	81,285
Initial cost
Land	$ 1,726
Building and Improvements	8,508
Costs Subsequent to Acquisition	182
Gross Carrying Amount at year end
Land	1,726
Building and Improvements	8,689
Total	10,415
Accumulated Depreciation	$ 1,765
Exton, PA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,750
Initial cost
Land	$ 541
Building and Improvements	2,668
Costs Subsequent to Acquisition	127
Gross Carrying Amount at year end
Land	519
Building and Improvements	2,817
Total	3,336
Accumulated Depreciation	$ 573
Langhorne, PA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	64,838
Initial cost
Land	$ 1,019
Building and Improvements	5,023
Costs Subsequent to Acquisition	360
Gross Carrying Amount at year end
Land	1,019
Building and Improvements	5,383
Total	6,402
Accumulated Depreciation	$ 1,083
Levittown, PA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	76,130
Initial cost
Land	$ 926
Building and Improvements	5,296
Costs Subsequent to Acquisition	1,306
Gross Carrying Amount at year end
Land	926
Building and Improvements	4,881
Total	5,807
Accumulated Depreciation	$ 2,100
Malvern, PA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	18,820
Initial cost
Land	$ 2,959
Building and Improvements	18,198
Costs Subsequent to Acquisition	1,727
Gross Carrying Amount at year end
Land	2,959
Building and Improvements	19,923
Total	22,882
Accumulated Depreciation	$ 2,734
Montgomeryville, PA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	84,145
Initial cost
Land	$ 975
Building and Improvements	4,809
Costs Subsequent to Acquisition	261
Gross Carrying Amount at year end
Land	975
Building and Improvements	5,069
Total	6,044
Accumulated Depreciation	$ 1,044
Norristown, PA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,520
Initial cost
Land	$ 662
Building and Improvements	3,142
Costs Subsequent to Acquisition	789
Gross Carrying Amount at year end
Land	638
Building and Improvements	4,061
Total	4,699
Accumulated Depreciation	$ 1,007
Philadelphia I, PA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	96,099
Initial cost
Land	$ 1,461
Building and Improvements	8,334
Costs Subsequent to Acquisition	1,931
Gross Carrying Amount at year end
Land	1,461
Building and Improvements	6,921
Total	8,382
Accumulated Depreciation	$ 3,047
Philadelphia II, PA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	68,279
Initial cost
Land	$ 1,012
Building and Improvements	4,990
Costs Subsequent to Acquisition	167
Gross Carrying Amount at year end
Land	1,012
Building and Improvements	5,157
Total	6,169
Accumulated Depreciation	$ 810
Exeter, RI
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	41,275
Initial cost
Land	$ 547
Building and Improvements	2,697
Costs Subsequent to Acquisition	148
Gross Carrying Amount at year end
Land	547
Building and Improvements	2,845
Total	3,392
Accumulated Depreciation	$ 387
Johnston, RI
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	77,275
Initial cost
Land	$ 1,061
Building and Improvements	5,229
Costs Subsequent to Acquisition	106
Gross Carrying Amount at year end
Land	1,061
Building and Improvements	5,336
Total	6,397
Accumulated Depreciation	$ 715
Wakefield, RI
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	45,745
Initial cost
Land	$ 823
Building and Improvements	4,058
Costs Subsequent to Acquisition	85
Gross Carrying Amount at year end
Land	823
Building and Improvements	4,143
Total	4,966
Accumulated Depreciation	$ 546
Woonsocket, RI
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,900
Initial cost
Land	$ 1,049
Building and Improvements	5,172
Costs Subsequent to Acquisition	174
Gross Carrying Amount at year end
Land	1,049
Building and Improvements	5,346
Total	6,395
Accumulated Depreciation	$ 718
Antioch, TN
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	75,985
Initial cost
Land	$ 588
Building and Improvements	4,906
Costs Subsequent to Acquisition	372
Gross Carrying Amount at year end
Land	588
Building and Improvements	4,510
Total	5,098
Accumulated Depreciation	$ 1,887
Nashville I, TN
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	107,950
Initial cost
Land	$ 405
Building and Improvements	3,379
Costs Subsequent to Acquisition	1,056
Gross Carrying Amount at year end
Land	405
Building and Improvements	3,846
Total	4,251
Accumulated Depreciation	$ 1,495
Nashville II, TN
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	83,174
Initial cost
Land	$ 593
Building and Improvements	4,950
Costs Subsequent to Acquisition	272
Gross Carrying Amount at year end
Land	593
Building and Improvements	4,527
Total	5,120
Accumulated Depreciation	$ 1,910
Nashville III, TN
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	101,525
Initial cost
Land	$ 416
Building and Improvements	3,469
Costs Subsequent to Acquisition	347
Gross Carrying Amount at year end
Land	416
Building and Improvements	3,482
Total	3,898
Accumulated Depreciation	$ 1,461
Nashville IV, TN
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	102,450
Initial cost
Land	$ 992
Building and Improvements	8,274
Costs Subsequent to Acquisition	396
Gross Carrying Amount at year end
Land	992
Building and Improvements	7,428
Total	8,420
Accumulated Depreciation	$ 3,106
Nashville V, TN
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,560
Encumbrances	$ 2,363
Initial cost
Land	895
Building and Improvements	4,311
Costs Subsequent to Acquisition	854
Gross Carrying Amount at year end
Land	895
Building and Improvements	5,165
Total	6,060
Accumulated Depreciation	$ 657
Nashville VI, TN
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,416
Initial cost
Land	$ 2,749
Building and Improvements	8,443
Costs Subsequent to Acquisition	124
Gross Carrying Amount at year end
Land	2,749
Building and Improvements	8,566
Total	11,315
Accumulated Depreciation	$ 847
Allen, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	62,170
Initial cost
Land	$ 714
Building and Improvements	3,519
Costs Subsequent to Acquisition	134
Gross Carrying Amount at year end
Land	714
Building and Improvements	3,653
Total	4,367
Accumulated Depreciation	$ 754
Austin I, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,645
Initial cost
Land	$ 2,239
Building and Improvements	2,038
Costs Subsequent to Acquisition	278
Gross Carrying Amount at year end
Land	2,239
Building and Improvements	1,967
Total	4,206
Accumulated Depreciation	$ 807
Austin II, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	64,360
Initial cost
Land	$ 734
Building and Improvements	3,894
Costs Subsequent to Acquisition	419
Gross Carrying Amount at year end
Land	738
Building and Improvements	3,751
Total	4,489
Accumulated Depreciation	$ 1,445
Austin III, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	70,735
Initial cost
Land	$ 1,030
Building and Improvements	5,468
Costs Subsequent to Acquisition	358
Gross Carrying Amount at year end
Land	1,035
Building and Improvements	5,167
Total	6,202
Accumulated Depreciation	$ 1,962
Austin IV, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	65,258
Initial cost
Land	$ 862
Building and Improvements	4,250
Costs Subsequent to Acquisition	381
Gross Carrying Amount at year end
Land	862
Building and Improvements	4,632
Total	5,494
Accumulated Depreciation	$ 716
Austin V, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,850
Initial cost
Land	$ 1,050
Building and Improvements	5,175
Costs Subsequent to Acquisition	294
Gross Carrying Amount at year end
Land	1,050
Building and Improvements	5,469
Total	6,519
Accumulated Depreciation	$ 757
Austin VI, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	62,850
Initial cost
Land	$ 1,150
Building and Improvements	5,669
Costs Subsequent to Acquisition	327
Gross Carrying Amount at year end
Land	1,150
Building and Improvements	5,996
Total	7,146
Accumulated Depreciation	$ 808
Austin VII, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	71,023
Initial cost
Land	$ 1,429
Building and Improvements	6,263
Costs Subsequent to Acquisition	256
Gross Carrying Amount at year end
Land	1,429
Building and Improvements	6,519
Total	7,948
Accumulated Depreciation	$ 637
Austin V III, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	62,288
Initial cost
Land	$ 2,935
Building and Improvements	7,007
Costs Subsequent to Acquisition	63
Gross Carrying Amount at year end
Land	2,935
Building and Improvements	7,071
Total	10,006
Accumulated Depreciation	$ 685
Austin IX Tx
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,547
Initial cost
Land	$ 1,321
Building and Improvements	9,643
Costs Subsequent to Acquisition	34
Gross Carrying Amount at year end
Land	1,321
Building and Improvements	9,677
Total	10,998
Accumulated Depreciation	$ 308
Bryan, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,650
Initial cost
Land	$ 1,394
Building and Improvements	1,268
Costs Subsequent to Acquisition	575
Gross Carrying Amount at year end
Land	1,396
Building and Improvements	1,605
Total	3,001
Accumulated Depreciation	$ 576
Carrollton, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	77,780
Initial cost
Land	$ 661
Building and Improvements	3,261
Costs Subsequent to Acquisition	140
Gross Carrying Amount at year end
Land	661
Building and Improvements	3,401
Total	4,062
Accumulated Depreciation	$ 660
Cedar Park, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	86,725
Initial cost
Land	$ 3,350
Building and Improvements	7,950
Costs Subsequent to Acquisition	380
Gross Carrying Amount at year end
Land	3,350
Building and Improvements	8,331
Total	11,681
Accumulated Depreciation	$ 765
College Station, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	26,550
Initial cost
Land	$ 812
Building and Improvements	740
Costs Subsequent to Acquisition	216
Gross Carrying Amount at year end
Land	813
Building and Improvements	769
Total	1,582
Accumulated Depreciation	$ 303
Cypress, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	58,161
Initial cost
Land	$ 360
Building and Improvements	1,773
Costs Subsequent to Acquisition	154
Gross Carrying Amount at year end
Land	360
Building and Improvements	1,928
Total	2,288
Accumulated Depreciation	$ 409
Dallas I, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	58,582
Initial cost
Land	$ 2,475
Building and Improvements	2,253
Costs Subsequent to Acquisition	489
Gross Carrying Amount at year end
Land	2,475
Building and Improvements	2,264
Total	4,739
Accumulated Depreciation	$ 922
Dallas II, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	77,073
Initial cost
Land	$ 940
Building and Improvements	4,635
Costs Subsequent to Acquisition	234
Gross Carrying Amount at year end
Land	940
Building and Improvements	4,869
Total	5,809
Accumulated Depreciation	$ 813
Dallas III, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	83,479
Initial cost
Land	$ 2,608
Building and Improvements	12,857
Costs Subsequent to Acquisition	306
Gross Carrying Amount at year end
Land	2,608
Building and Improvements	13,163
Total	15,771
Accumulated Depreciation	$ 1,714
Dallas IV, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	114,750
Initial cost
Land	$ 2,369
Building and Improvements	11,850
Costs Subsequent to Acquisition	75
Gross Carrying Amount at year end
Land	2,369
Building and Improvements	11,924
Total	14,293
Accumulated Depreciation	$ 1,449
Dallas V, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	54,510
Initial cost
Building and Improvements	$ 11,604
Costs Subsequent to Acquisition	87
Gross Carrying Amount at year end
Building and Improvements	11,692
Total	11,692
Accumulated Depreciation	$ 1,285
Denton, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,846
Initial cost
Land	$ 553
Building and Improvements	2,936
Costs Subsequent to Acquisition	445
Gross Carrying Amount at year end
Land	569
Building and Improvements	2,886
Total	3,455
Accumulated Depreciation	$ 1,017
Fort Worth I, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,416
Initial cost
Land	$ 1,253
Building and Improvements	1,141
Costs Subsequent to Acquisition	356
Gross Carrying Amount at year end
Land	1,253
Building and Improvements	1,259
Total	2,512
Accumulated Depreciation	$ 495
Fort Worth II, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,900
Initial cost
Land	$ 868
Building and Improvements	4,607
Costs Subsequent to Acquisition	399
Gross Carrying Amount at year end
Land	874
Building and Improvements	4,338
Total	5,212
Accumulated Depreciation	$ 1,689
Fort Worth III, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	81,145
Initial cost
Land	$ 1,000
Building and Improvements	4,928
Costs Subsequent to Acquisition	186
Gross Carrying Amount at year end
Land	1,000
Building and Improvements	5,115
Total	6,115
Accumulated Depreciation	$ 626
Fort Worth IV, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,579
Initial cost
Land	$ 1,274
Building and Improvements	7,693
Costs Subsequent to Acquisition	34
Gross Carrying Amount at year end
Land	1,274
Building and Improvements	7,728
Total	9,002
Accumulated Depreciation	$ 679
Frisco I, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	50,904
Initial cost
Land	$ 1,093
Building and Improvements	3,148
Costs Subsequent to Acquisition	205
Gross Carrying Amount at year end
Land	1,093
Building and Improvements	2,895
Total	3,988
Accumulated Depreciation	$ 1,174
Frisco II, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	71,839
Initial cost
Land	$ 1,564
Building and Improvements	4,507
Costs Subsequent to Acquisition	244
Gross Carrying Amount at year end
Land	1,564
Building and Improvements	4,135
Total	5,699
Accumulated Depreciation	$ 1,664
Frisco III, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,665
Initial cost
Land	$ 1,147
Building and Improvements	6,088
Costs Subsequent to Acquisition	682
Gross Carrying Amount at year end
Land	1,154
Building and Improvements	5,961
Total	7,115
Accumulated Depreciation	$ 2,250
Frisco IV, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	75,175
Initial cost
Land	$ 719
Building and Improvements	4,072
Costs Subsequent to Acquisition	293
Gross Carrying Amount at year end
Land	719
Building and Improvements	3,769
Total	4,488
Accumulated Depreciation	$ 985
Frisco V, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	74,415
Initial cost
Land	$ 1,159
Building and Improvements	5,714
Costs Subsequent to Acquisition	145
Gross Carrying Amount at year end
Land	1,159
Building and Improvements	5,858
Total	7,017
Accumulated Depreciation	$ 903
Frisco VI, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	69,176
Initial cost
Land	$ 1,064
Building and Improvements	5,247
Costs Subsequent to Acquisition	174
Gross Carrying Amount at year end
Land	1,064
Building and Improvements	5,421
Total	6,485
Accumulated Depreciation	$ 738
Garland I, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	70,100
Initial cost
Land	$ 751
Building and Improvements	3,984
Costs Subsequent to Acquisition	628
Gross Carrying Amount at year end
Land	767
Building and Improvements	4,018
Total	4,785
Accumulated Depreciation	$ 1,541
Garland II, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	68,425
Initial cost
Land	$ 862
Building and Improvements	4,578
Costs Subsequent to Acquisition	310
Gross Carrying Amount at year end
Land	862
Building and Improvements	4,291
Total	5,153
Accumulated Depreciation	$ 1,587
Grapevine, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	78,769
Initial cost
Land	$ 1,211
Building and Improvements	8,559
Costs Subsequent to Acquisition	117
Gross Carrying Amount at year end
Land	1,211
Building and Improvements	8,676
Total	9,887
Accumulated Depreciation	$ 755
Houston III, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,590
Initial cost
Land	$ 575
Building and Improvements	524
Costs Subsequent to Acquisition	486
Gross Carrying Amount at year end
Land	576
Building and Improvements	898
Total	1,474
Accumulated Depreciation	$ 357
Houston IV, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	43,750
Initial cost
Land	$ 960
Building and Improvements	875
Costs Subsequent to Acquisition	704
Gross Carrying Amount at year end
Land	961
Building and Improvements	1,379
Total	2,340
Accumulated Depreciation	$ 503
Houston V, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	124,279
Initial cost
Land	$ 1,153
Building and Improvements	6,122
Costs Subsequent to Acquisition	1,804
Gross Carrying Amount at year end
Land	991
Building and Improvements	7,176
Total	8,167
Accumulated Depreciation	$ 2,418
Houston VI, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	54,690
Initial cost
Land	$ 575
Building and Improvements	524
Costs Subsequent to Acquisition	5,857
Gross Carrying Amount at year end
Land	983
Building and Improvements	5,060
Total	6,043
Accumulated Depreciation	$ 1,212
Houston VII, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	46,991
Initial cost
Land	$ 681
Building and Improvements	3,355
Costs Subsequent to Acquisition	185
Gross Carrying Amount at year end
Land	681
Building and Improvements	3,540
Total	4,221
Accumulated Depreciation	$ 785
Houston VIII, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	54,215
Initial cost
Land	$ 1,294
Building and Improvements	6,377
Costs Subsequent to Acquisition	383
Gross Carrying Amount at year end
Land	1,294
Building and Improvements	6,761
Total	8,055
Accumulated Depreciation	$ 1,400
Houston IX, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	51,208
Initial cost
Land	$ 296
Building and Improvements	1,459
Costs Subsequent to Acquisition	149
Gross Carrying Amount at year end
Land	296
Building and Improvements	1,608
Total	1,904
Accumulated Depreciation	$ 336
Houston X TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	96,061
Initial cost
Land	$ 5,267
Building and Improvements	12,667
Costs Subsequent to Acquisition	10
Gross Carrying Amount at year end
Land	5,267
Building and Improvements	12,677
Total	17,944
Accumulated Depreciation	$ 223
Houston XI TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	80,930
Initial cost
Land	$ 5,618
Building and Improvements	15,330
Costs Subsequent to Acquisition	5
Gross Carrying Amount at year end
Land	5,618
Building and Improvements	15,334
Total	20,952
Accumulated Depreciation	$ 104
Humble, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	70,700
Initial cost
Land	$ 706
Building and Improvements	5,727
Costs Subsequent to Acquisition	113
Gross Carrying Amount at year end
Land	706
Building and Improvements	5,840
Total	6,546
Accumulated Depreciation	$ 579
Katy, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	71,308
Initial cost
Land	$ 1,329
Building and Improvements	6,552
Costs Subsequent to Acquisition	87
Gross Carrying Amount at year end
Land	1,329
Building and Improvements	6,640
Total	7,969
Accumulated Depreciation	$ 1,075
Keller, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	88,585
Initial cost
Land	$ 1,330
Building and Improvements	7,960
Costs Subsequent to Acquisition	329
Gross Carrying Amount at year end
Land	1,331
Building and Improvements	7,673
Total	9,004
Accumulated Depreciation	$ 1,831
Lewisville I, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	67,340
Initial cost
Land	$ 476
Building and Improvements	2,525
Costs Subsequent to Acquisition	539
Gross Carrying Amount at year end
Land	492
Building and Improvements	2,627
Total	3,119
Accumulated Depreciation	$ 957
Lewisville II, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	127,659
Initial cost
Land	$ 1,464
Building and Improvements	7,217
Costs Subsequent to Acquisition	508
Gross Carrying Amount at year end
Land	1,464
Building and Improvements	7,725
Total	9,189
Accumulated Depreciation	$ 1,313
Lewisville III, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	93,855
Initial cost
Land	$ 1,307
Building and Improvements	15,025
Costs Subsequent to Acquisition	204
Gross Carrying Amount at year end
Land	1,307
Building and Improvements	15,229
Total	16,536
Accumulated Depreciation	$ 1,242
Little Elm I, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,115
Initial cost
Land	$ 892
Building and Improvements	5,529
Costs Subsequent to Acquisition	138
Gross Carrying Amount at year end
Land	892
Building and Improvements	5,668
Total	6,560
Accumulated Depreciation	$ 483
Little Elm II, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	97,136
Initial cost
Land	$ 1,219
Building and Improvements	9,864
Costs Subsequent to Acquisition	121
Gross Carrying Amount at year end
Land	1,219
Building and Improvements	9,986
Total	11,205
Accumulated Depreciation	$ 830
Mansfield I, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	63,000
Initial cost
Land	$ 837
Building and Improvements	4,443
Costs Subsequent to Acquisition	292
Gross Carrying Amount at year end
Land	843
Building and Improvements	4,152
Total	4,995
Accumulated Depreciation	$ 1,614
Mansfield II, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,375
Initial cost
Land	$ 662
Building and Improvements	3,261
Costs Subsequent to Acquisition	165
Gross Carrying Amount at year end
Land	662
Building and Improvements	3,426
Total	4,088
Accumulated Depreciation	$ 725
Mansfield III, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	71,000
Initial cost
Land	$ 947
Building and Improvements	4,703
Costs Subsequent to Acquisition	183
Gross Carrying Amount at year end
Land	947
Building and Improvements	4,887
Total	5,834
Accumulated Depreciation	$ 343
McKinney I, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	47,020
Initial cost
Land	$ 1,632
Building and Improvements	1,486
Costs Subsequent to Acquisition	286
Gross Carrying Amount at year end
Land	1,634
Building and Improvements	1,532
Total	3,166
Accumulated Depreciation	$ 604
McKinney II, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	70,050
Initial cost
Land	$ 855
Building and Improvements	5,076
Costs Subsequent to Acquisition	287
Gross Carrying Amount at year end
Land	857
Building and Improvements	4,738
Total	5,595
Accumulated Depreciation	$ 1,834
McKinney III, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	53,650
Initial cost
Land	$ 652
Building and Improvements	3,213
Costs Subsequent to Acquisition	73
Gross Carrying Amount at year end
Land	652
Building and Improvements	3,285
Total	3,937
Accumulated Depreciation	$ 424
North Richland Hills, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	57,200
Initial cost
Land	$ 2,252
Building and Improvements	2,049
Costs Subsequent to Acquisition	258
Gross Carrying Amount at year end
Land	2,252
Building and Improvements	1,928
Total	4,180
Accumulated Depreciation	$ 784
Pearland, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,050
Initial cost
Land	$ 450
Building and Improvements	2,216
Costs Subsequent to Acquisition	418
Gross Carrying Amount at year end
Land	450
Building and Improvements	2,635
Total	3,085
Accumulated Depreciation	$ 525
Richmond, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	102,295
Initial cost
Land	$ 1,437
Building and Improvements	7,083
Costs Subsequent to Acquisition	171
Gross Carrying Amount at year end
Land	1,437
Building and Improvements	7,254
Total	8,691
Accumulated Depreciation	$ 1,174
Roanoke, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	59,300
Initial cost
Land	$ 1,337
Building and Improvements	1,217
Costs Subsequent to Acquisition	238
Gross Carrying Amount at year end
Land	1,337
Building and Improvements	1,229
Total	2,566
Accumulated Depreciation	$ 477
San Antonio I, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	73,579
Initial cost
Land	$ 2,895
Building and Improvements	2,635
Costs Subsequent to Acquisition	376
Gross Carrying Amount at year end
Land	2,895
Building and Improvements	2,478
Total	5,373
Accumulated Depreciation	$ 1,007
San Antonio II, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	73,955
Initial cost
Land	$ 1,047
Building and Improvements	5,558
Costs Subsequent to Acquisition	288
Gross Carrying Amount at year end
Land	1,052
Building and Improvements	5,153
Total	6,205
Accumulated Depreciation	$ 1,890
San Antonio III, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	71,825
Initial cost
Land	$ 996
Building and Improvements	5,286
Costs Subsequent to Acquisition	332
Gross Carrying Amount at year end
Land	996
Building and Improvements	4,896
Total	5,892
Accumulated Depreciation	$ 1,779
San Antonio IV, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,500
Initial cost
Land	$ 829
Building and Improvements	3,891
Costs Subsequent to Acquisition	156
Gross Carrying Amount at year end
Land	829
Building and Improvements	4,048
Total	4,877
Accumulated Depreciation	$ 271
Spring, TX
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,745
Initial cost
Land	$ 580
Building and Improvements	3,081
Costs Subsequent to Acquisition	309
Gross Carrying Amount at year end
Land	580
Building and Improvements	2,898
Total	3,478
Accumulated Depreciation	$ 1,123
Murray I, UT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	60,280
Initial cost
Land	$ 3,847
Building and Improvements	1,017
Costs Subsequent to Acquisition	546
Gross Carrying Amount at year end
Land	3,848
Building and Improvements	1,346
Total	5,194
Accumulated Depreciation	$ 602
Murray II, UT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	70,996
Initial cost
Land	$ 2,147
Building and Improvements	567
Costs Subsequent to Acquisition	674
Gross Carrying Amount at year end
Land	2,147
Building and Improvements	1,069
Total	3,216
Accumulated Depreciation	$ 416
Salt Lake City I, UT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	56,446
Initial cost
Land	$ 2,695
Building and Improvements	712
Costs Subsequent to Acquisition	544
Gross Carrying Amount at year end
Land	2,696
Building and Improvements	1,070
Total	3,766
Accumulated Depreciation	$ 479
Salt Lake City II, UT
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	51,676
Initial cost
Land	$ 2,074
Building and Improvements	548
Costs Subsequent to Acquisition	416
Gross Carrying Amount at year end
Land	1,937
Building and Improvements	798
Total	2,735
Accumulated Depreciation	$ 371
Alexandria, VA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	114,100
Initial cost
Land	$ 2,812
Building and Improvements	13,865
Costs Subsequent to Acquisition	251
Gross Carrying Amount at year end
Land	2,812
Building and Improvements	14,116
Total	16,928
Accumulated Depreciation	$ 2,935
Arlington, VA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	96,143
Initial cost
Land	$ 6,836
Building and Improvements	9,843
Costs Subsequent to Acquisition	99
Gross Carrying Amount at year end
Land	6,836
Building and Improvements	9,943
Total	16,779
Accumulated Depreciation	$ 1,341
Burke Lake, VA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	91,467
Initial cost
Land	$ 2,093
Building and Improvements	10,940
Costs Subsequent to Acquisition	1,194
Gross Carrying Amount at year end
Land	2,093
Building and Improvements	10,536
Total	12,629
Accumulated Depreciation	$ 2,652
Fairfax, VA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	73,265
Initial cost
Land	$ 2,276
Building and Improvements	11,220
Costs Subsequent to Acquisition	316
Gross Carrying Amount at year end
Land	2,276
Building and Improvements	11,537
Total	13,813
Accumulated Depreciation	$ 2,327
Fredericksburg I, VA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	69,475
Initial cost
Land	$ 1,680
Building and Improvements	4,840
Costs Subsequent to Acquisition	370
Gross Carrying Amount at year end
Land	1,680
Building and Improvements	4,537
Total	6,217
Accumulated Depreciation	$ 1,740
Fredericksburg II, VA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	61,057
Initial cost
Land	$ 1,757
Building and Improvements	5,062
Costs Subsequent to Acquisition	438
Gross Carrying Amount at year end
Land	1,757
Building and Improvements	4,808
Total	6,565
Accumulated Depreciation	$ 1,859
Leesburg, VA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	85,503
Initial cost
Land	$ 1,746
Building and Improvements	9,894
Costs Subsequent to Acquisition	189
Gross Carrying Amount at year end
Land	1,746
Building and Improvements	8,794
Total	10,540
Accumulated Depreciation	$ 1,986
Manassas, VA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	72,745
Initial cost
Land	$ 860
Building and Improvements	4,872
Costs Subsequent to Acquisition	274
Gross Carrying Amount at year end
Land	860
Building and Improvements	4,480
Total	5,340
Accumulated Depreciation	$ 1,162
McLearen, VA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	69,385
Initial cost
Land	$ 1,482
Building and Improvements	8,400
Costs Subsequent to Acquisition	257
Gross Carrying Amount at year end
Land	1,482
Building and Improvements	7,502
Total	8,984
Accumulated Depreciation	$ 1,905
Vienna, VA
REAL ESTATE AND RELATED DEPRECIATION
Area of facility (in square feet) | ft²	55,120
Initial cost
Land	$ 2,300
Building and Improvements	11,340
Costs Subsequent to Acquisition	173
Gross Carrying Amount at year end
Land	2,300
Building and Improvements	11,513
Total	13,813
Accumulated Depreciation	2,320
Divisional Offices
Initial cost
Costs Subsequent to Acquisition	398
Gross Carrying Amount at year end
Building and Improvements	398
Total	398
Accumulated Depreciation	$ 114

XML

SCHEDULE III REAL ESTATE AND RELATED DEPRECIATION (Details 2) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Activity in Storage facilities
Balance at beginning of year	$ 4,161,715	$ 3,998,180	$ 3,467,032
Acquisitions & improvements	381,182	247,546	490,980
Fully depreciated assets	(26,125)	(53,903)	(61,232)
Dispositions and other	(8,735)	(9,179)
Construction in progress	(44,582)	(20,929)	101,400
Balance at end of year	4,463,455	4,161,715	3,998,180
Activity in Accumulated depreciation
Balance at beginning of year	752,925	671,364	594,049
Depreciation expense	138,510	135,732	138,547
Fully depreciated assets	(26,125)	(53,903)	(61,232)
Dispositions and other	(2,823)	(268)
Balance at end of year	862,487	752,925	671,364
Real Estate Investment Property, Net	3,600,968	$ 3,408,790	$ 3,326,816
Aggregate cost of real estate investments for federal income tax purposes	$ 4,600,000

XML

CONSOLIDATED BALANCE SHEETS (LP cube) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
ASSETS
Storage properties	$ 4,463,455	$ 4,161,715
Less: Accumulated depreciation	(862,487)	(752,925)
Storage properties, net (including VIE assets of $330,986 and $291,496, respectively)	3,600,968	3,408,790
Cash and cash equivalents	3,764	5,268
Restricted cash	2,718	3,890
Loan procurement costs, net of amortization	963	1,592
Investment in real estate venture, at equity	95,796	91,206
Other assets, net	48,763	34,590
Total assets	3,752,972	3,545,336
LIABILITIES AND CAPITAL
Unsecured senior notes, net	1,143,524	1,142,460
Revolving credit facility	195,525	81,700
Unsecured term loan	299,799	299,396
Mortgage loans and notes payable, net	108,246	111,434
Accounts payable, accrued expenses and other liabilities	149,914	143,344
Distributions payable	60,627	55,297
Deferred revenue	22,595	21,529
Security deposits	474	486
Total liabilities	1,980,704	1,855,646
Limited Partnership interests of third parties	55,819	54,320
Capital
Accumulated other comprehensive income	(1,029)	3
Total liabilities and equity	3,752,972	3,545,336
Cubesmart, L P and Subsidiaries [Member]
ASSETS
Storage properties	4,463,455	4,161,715
Less: Accumulated depreciation	(862,487)	(752,925)
Storage properties, net (including VIE assets of $330,986 and $291,496, respectively)	3,600,968	3,408,790
Cash and cash equivalents	3,764	5,268
Restricted cash	2,718	3,890
Loan procurement costs, net of amortization	963	1,592
Investment in real estate venture, at equity	95,796	91,206
Other assets, net	48,763	34,590
Total assets	3,752,972	3,545,336
LIABILITIES AND CAPITAL
Unsecured senior notes, net	1,143,524	1,142,460
Revolving credit facility	195,525	81,700
Unsecured term loan	299,799	299,396
Mortgage loans and notes payable, net	108,246	111,434
Accounts payable, accrued expenses and other liabilities	149,914	143,344
Distributions payable	60,627	55,297
Deferred revenue	22,595	21,529
Security deposits	474	486
Total liabilities	1,980,704	1,855,646
Limited Partnership interests of third parties	55,819	54,320
Capital
Operating Partner	1,710,707	1,629,131
Accumulated other comprehensive income	(1,029)	3
Total CubeSmart, L.P. capital	1,709,678	1,629,134
Noncontrolling interests in subsidiaries	6,771	6,236
Total capital	1,716,449	1,635,370
Total liabilities and equity	$ 3,752,972	$ 3,545,336

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (LP cube) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Storage facilities, net	$ 3,600,968	$ 3,408,790
VIE
Storage facilities, net	330,986	291,496
Cubesmart, L P and Subsidiaries [Member]
Storage facilities, net	3,600,968	3,408,790
Cubesmart, L P and Subsidiaries [Member] | VIE
Storage facilities, net	$ 330,986	$ 291,496

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (LP cube) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
REVENUES
Rental income	$ 517,535	$ 489,043	$ 449,601
Other property related income	60,156	55,001	50,255
Property management fee income	20,253	14,899	10,183
Total revenues	597,944	558,943	510,039
OPERATING EXPENSES
Property operating expenses	196,866	181,508	165,847
Depreciation and amortization	143,350	145,681	161,865
General and administrative	37,712	34,745	32,823
Acquisition related costs		1,294	6,552
Total operating expenses	377,928	363,228	367,087
Interest:
Interest expense on loans	(62,132)	(56,952)	(50,399)
Loan procurement amortization expense	(2,313)	(2,638)	(2,577)
Equity in losses of real estate ventures	(865)	(1,386)	(2,662)
Gain from sale of real estate, net	10,576
Other	206	872	1,062
Total other expense	(54,528)	(60,104)	(54,576)
INCOME FROM CONTINUING OPERATIONS	165,488	135,611	88,376
NET INCOME	165,488	135,611	88,376
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Noncontrolling interest in subsidiaries	221	270	470
Operating Partnership interests of third parties	(1,820)	(1,593)	(941)
Distribution to preferred unitholders			(5,045)
NET INCOME ATTRIBUTABLE TO THE COMPANY'S COMMON SHAREHOLDERS	$ 163,889	$ 134,288	$ 79,923
Diluted earnings per share attributable to common shareholders (in dollars per share)	$ 0.88	$ 0.74	$ 0.45
Weighted-average basic units outstanding (in units)	184,653	180,525	178,246
Weighted-average diluted units outstanding (in units)	185,495	181,448	179,533
Cubesmart, L P and Subsidiaries [Member]
REVENUES
Rental income	$ 517,535	$ 489,043	$ 449,601
Other property related income	60,156	55,001	50,255
Property management fee income	20,253	14,899	10,183
Total revenues	597,944	558,943	510,039
OPERATING EXPENSES
Property operating expenses	196,866	181,508	165,847
Depreciation and amortization	143,350	145,681	161,865
General and administrative	37,712	34,745	32,823
Acquisition related costs		1,294	6,552
Total operating expenses	377,928	363,228	367,087
Interest:
Interest expense on loans	(62,132)	(56,952)	(50,399)
Loan procurement amortization expense	(2,313)	(2,638)	(2,577)
Equity in losses of real estate ventures	(865)	(1,386)	(2,662)
Gain from sale of real estate, net	10,576
Other	206	872	1,062
Total other expense	(54,528)	(60,104)	(54,576)
NET INCOME	165,488	135,611	88,376
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Noncontrolling interest in subsidiaries	221	270	470
NET INCOME ATTRIBUTABLE TO CUBESMART L.P.	165,709	135,881	88,846
Operating Partnership interests of third parties	(1,820)	(1,593)	(941)
NET INCOME ATTRIBUTABLE TO OPERATING PARTNER	163,889	134,288	87,905
Distribution to preferred unitholders			(5,045)
Preferred unit redemption charge			(2,937)
NET INCOME ATTRIBUTABLE TO THE COMPANY'S COMMON SHAREHOLDERS	$ 163,889	$ 134,288	$ 79,923
Basic earnings per unit attributable to common unitholders	$ 0.89	$ 0.74	$ 0.45
Diluted earnings per share attributable to common shareholders (in dollars per share)	$ 0.88	$ 0.74	$ 0.45
Weighted-average basic units outstanding (in units)	184,653	180,525	178,246
Weighted-average diluted units outstanding (in units)	185,495	181,448	179,533

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (LP cube) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
NET INCOME	$ 165,488	$ 135,611	$ 88,376
Other comprehensive (loss) income:
Unrealized (losses) gains on interest rate swaps	(979)	195	(1,247)
Reclassification of realized losses (gains) on interest rate swaps	(60)	1,680	4,412
OTHER COMPREHENSIVE (LOSS) INCOME	(1,039)	1,875	3,165
COMPREHENSIVE INCOME	164,449	137,486	91,541
Comprehensive income attributable to Operating Partnership interests of third parties	(1,814)	(1,615)	(978)
Comprehensive loss attributable to noncontrolling interests in subsidiaries	221	270	470
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY	162,856	136,141	91,033
Cubesmart, L P and Subsidiaries [Member]
NET INCOME	165,488	135,611	88,376
Other comprehensive (loss) income:
Unrealized (losses) gains on interest rate swaps	(979)	195	(1,247)
Reclassification of realized losses (gains) on interest rate swaps	(60)	1,680	4,412
OTHER COMPREHENSIVE (LOSS) INCOME	(1,039)	1,875	3,165
COMPREHENSIVE INCOME	164,449	137,486	91,541
Comprehensive income attributable to Operating Partnership interests of third parties	(1,814)	(1,615)	(978)
Comprehensive loss attributable to noncontrolling interests in subsidiaries	221	270	470
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY	$ 162,856	$ 136,141	$ 91,033

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CONSOLIDATED STATEMENTS OF CAPITAL (LP cube) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Increase (Decrease) in Partners' Capital
Balance of Noncontrolling Interests in the Operating Partnership	$ 54,320
Contributions from noncontrolling interests in subsidiaries	925	$ 1,058	$ 4,799
Distributions to noncontrolling interests in subsidiaries	(169)
Acquisition of noncontrolling interest in subsidiary		(9,033)
Adjustment for Operating Partnership interests of third parties	(299)	(3,965)	7,388
Net income (loss)	163,668	134,018	87,435
Other comprehensive income, net	(627)	1,853	3,128
Balance of Noncontrolling Interests in the Operating Partnership	55,819	54,320
Noncontrolling Interests in Operating Partnership
Increase (Decrease) in Partners' Capital
Issuance of OP units	6,242	12,324	1,500
Adjustment for Operating Partnership interests of third parties	299	3,965	(7,388)
Net income (loss)	1,820
Net income (loss)		1,593	941
Other comprehensive income, net	(6)	22	37
Cubesmart, L P and Subsidiaries [Member]
Increase (Decrease) in Partners' Capital
Balance	1,635,370	1,661,237	1,644,853
Balance of Noncontrolling Interests in the Operating Partnership	54,320
Contributions from noncontrolling interests in subsidiaries	925	1,058	4,799
Distributions to noncontrolling interests in subsidiaries	(169)
Acquisition of noncontrolling interest in subsidiary		(9,033)
Preferred OP unit redemption			(77,574)
Issuance of common OP units	131,829	29,642	136,121
Issuance of restricted OP units	1	1	1
Conversion from OP units to shares	4,404	15,706	4,876
Exercise of OP unit options	3,835	2,364	13,283
Amortization of restricted OP units	2,570	2,009	1,952
OP unit compensation expense	1,541	1,531	1,260
Adjustment for Operating Partnership interests of third parties	(299)	(3,965)	7,388
Net income (loss)	163,668	134,018	87,435
Other comprehensive income, net	(627)	1,853	3,128
Preferred OP unit distributions			(5,045)
Common OP unit distributions	(226,599)	(201,051)	(161,240)
Balance	1,716,449	1,635,370	1,661,237
Balance of Noncontrolling Interests in the Operating Partnership	55,819	54,320
Cubesmart, L P and Subsidiaries [Member] | Noncontrolling Interests in Operating Partnership
Increase (Decrease) in Partners' Capital
Balance of Noncontrolling Interests in the Operating Partnership	54,320	54,407	66,128
Issuance of OP units	6,242	12,324	1,500
Conversion from OP units to shares	(4,404)	(15,706)	(4,876)
Adjustment for Operating Partnership interests of third parties	299	3,965	(7,388)
Net income (loss)		1,593
Net income (loss)	1,820		941
Other comprehensive income, net	(6)	22	37
Common OP unit distributions	(2,452)	(2,285)	(1,935)
Balance of Noncontrolling Interests in the Operating Partnership	55,819	54,320	54,407
Cubesmart, L P and Subsidiaries [Member] | Total Shareholders' Equity
Increase (Decrease) in Partners' Capital
Balance	1,629,134	1,655,382	1,643,327
Acquisition of noncontrolling interest in subsidiary		(8,626)
Preferred OP unit redemption			(77,574)
Issuance of common OP units	131,829	29,642	136,121
Issuance of restricted OP units	1	1	1
Conversion from OP units to shares	4,404	15,706	4,876
Exercise of OP unit options	3,835	2,364	13,283
Amortization of restricted OP units	2,570	2,009	1,952
OP unit compensation expense	1,541	1,531	1,260
Adjustment for Operating Partnership interests of third parties	(299)	(3,965)	7,388
Net income (loss)	163,889	134,288	87,905
Other comprehensive income, net	(627)	1,853	3,128
Preferred OP unit distributions			(5,045)
Common OP unit distributions	(226,599)	(201,051)	(161,240)
Balance	1,709,678	1,629,134	1,655,382
Cubesmart, L P and Subsidiaries [Member] | Operating Partner
Increase (Decrease) in Partners' Capital
Balance	$ 1,629,131	$ 1,657,232	$ 1,648,305
Balance (in units)	182,216	180,083	174,668
Acquisition of noncontrolling interest in subsidiary		$ (8,626)
Preferred OP unit redemption			$ (77,574)
Issuance of common OP units	$ 131,829	$ 29,642	$ 136,121
Issuance of common OP units (in units)	4,291	1,036	4,408
Issuance of restricted OP units	$ 1	$ 1	$ 1
Issuance of restricted OP units (in units)	86	106	123
Conversion from OP units to shares	$ 4,404	$ 15,706	$ 4,876
Conversion from OP units to shares (in units)	147	594	188
Exercise of OP unit options	$ 3,835	$ 2,364	$ 13,283
Exercise of OP unit options (in units)	405	397	696
Amortization of restricted OP units	$ 2,570	$ 2,009	$ 1,952
OP unit compensation expense	1,541	1,531	1,260
Adjustment for Operating Partnership interests of third parties	(299)	(3,965)	7,388
Net income (loss)	163,889	134,288	87,905
Other comprehensive income, net	405
Preferred OP unit distributions			(5,045)
Common OP unit distributions	(226,599)	(201,051)	(161,240)
Balance	$ 1,710,707	$ 1,629,131	$ 1,657,232
Balance (in units)	187,145	182,216	180,083
Cubesmart, L P and Subsidiaries [Member] | Preferred Operating Partner
Increase (Decrease) in Partners' Capital
Balance (in units)			3,100
Preferred OP unit redemption (in units)			(3,100)
Cubesmart, L P and Subsidiaries [Member] | Accumulated Other Comprehensive (Loss) Income
Increase (Decrease) in Partners' Capital
Balance	$ 3	$ (1,850)	$ (4,978)
Other comprehensive income, net	(1,032)	1,853	3,128
Balance	(1,029)	3	(1,850)
Cubesmart, L P and Subsidiaries [Member] | Noncontrolling Interest in Subsidiaries
Increase (Decrease) in Partners' Capital
Balance	6,236	5,855	1,526
Contributions from noncontrolling interests in subsidiaries	925	1,058	4,799
Distributions to noncontrolling interests in subsidiaries	(169)
Acquisition of noncontrolling interest in subsidiary		(407)
Net income (loss)	(221)	(270)	(470)
Balance	$ 6,771	$ 6,236	$ 5,855

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CONSOLIDATED STATEMENTS OF CASH FLOWS (LP cube) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Operating Activities
Net income	$ 165,488	$ 135,611	$ 88,376
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	145,663	148,319	164,442
Equity in losses of real estate ventures	865	1,386	2,662
Gain from sale of real estate, net	(10,576)
Equity compensation expense	5,572	5,586	4,850
Accretion of fair market value adjustment of debt	(735)	(559)	(1,138)
Changes in other operating accounts:
Other assets	(4,937)	(10,429)	(5,229)
Accounts payable and accrued expenses	2,653	10,846	7,862
Other liabilities	342	1,154	1,449
Net cash provided by operating activities	304,335	291,914	263,274
Investing Activities
Acquisitions of storage facilities	(214,510)	(69,629)	(388,641)
Additions and improvements to storage facilities	(27,626)	(27,378)	(29,672)
Development costs	(86,002)	(68,778)	(136,912)
Investment in real estate ventures, at equity	(19,216)	(301)	(12,176)
Cash distributed from real estate ventures	8,706	15,783	8,113
Proceeds from sale of real estate, net	16,389
Net cash used in investing activities	(322,259)	(150,303)	(559,288)
Proceeds from:
Unsecured senior notes		103,192	298,512
Revolving credit facility	679,535	628,400	958,200
Principal payments on:
Revolving credit facility	(565,710)	(590,000)	(914,900)
Unsecured term loans		(100,000)
Mortgage loans and notes payable	(9,816)	(8,666)	(37,260)
Loan procurement costs		(953)	(2,467)
Acquisition of noncontrolling interest in subsidiary		(9,033)
Cash paid upon vesting of restricted OP units	(1,461)	(2,046)	(1,638)
Redemption of preferred units			(77,574)
Contributions from noncontrolling interests in subsidiaries	925	1,058	4,799
Distributions paid to noncontrolling interests in subsidiaries	(169)
Distributions paid to common OP unitholders	(221,328)	(195,006)	(149,280)
Distributions paid to preferred OP unitholders			(6,545)
Net cash provided by (used in) financing activities	15,248	(143,319)	219,411
Cash paid for acquisition of noncontrolling interest		(9,033)
Change in cash, cash equivalents, and restricted cash	(2,676)	(1,708)	(76,603)
Cash, cash equivalents, and restricted cash at beginning of period	9,158	10,866	87,469
Cash, cash equivalents, and restricted cash at end of period	6,482	9,158	10,866
Supplemental Cash Flow and Noncash Information
Cash paid for interest, net of interest capitalized	66,829	63,407	53,085
Supplemental disclosure of noncash activities:
Restricted cash - acquisition of storage facilities			(22,019)
Accretion of put liability	24,747	35,122	31,426
Derivative valuation adjustment	(633)	1,875	3,165
Discount on issuance of unsecured senior notes			1,488
Mortgage loan assumptions	7,166	6,201	41,513
Preferred unit redemption			2,863
Issuance of OP units	6,242	12,324
Liability for acquisition of storage property		1,470
Consolidation of real estate venture		9,400
Cubesmart, L P and Subsidiaries [Member]
Operating Activities
Net income	165,488	135,611	88,376
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	145,663	148,319	164,442
Equity in losses of real estate ventures	865	1,386	2,662
Gain from sale of real estate, net	(10,576)
Equity compensation expense	5,572	5,586	4,850
Accretion of fair market value adjustment of debt	(735)	(559)	(1,138)
Changes in other operating accounts:
Other assets	(4,937)	(10,429)	(5,229)
Accounts payable and accrued expenses	2,653	10,846	7,862
Other liabilities	342	1,154	1,449
Net cash provided by operating activities	304,335	291,914	263,274
Investing Activities
Acquisitions of storage facilities	(214,510)	(69,629)	(388,641)
Additions and improvements to storage facilities	(27,626)	(27,378)	(29,672)
Development costs	(86,002)	(68,778)	(136,912)
Investment in real estate ventures, at equity	(19,216)	(301)	(12,176)
Cash distributed from real estate ventures	8,706	15,783	8,113
Proceeds from sale of real estate, net	16,389
Net cash used in investing activities	(322,259)	(150,303)	(559,288)
Proceeds from:
Unsecured senior notes		103,192	298,512
Revolving credit facility	679,535	628,400	958,200
Principal payments on:
Revolving credit facility	(565,710)	(590,000)	(914,900)
Unsecured term loans		(100,000)
Mortgage loans and notes payable	(9,816)	(8,666)	(37,260)
Loan procurement costs		(953)	(2,467)
Acquisition of noncontrolling interest in subsidiary		(9,033)
Proceeds from issuance of common OP units	131,830	29,643	136,122
Cash paid upon vesting of restricted OP units	(1,461)	(2,046)	(1,638)
Redemption of preferred units			(77,574)
Exercise of OP unit options	3,835	2,364	13,283
Contributions from noncontrolling interests in subsidiaries	925	1,058	4,799
Distributions paid to noncontrolling interests in subsidiaries	(169)
Distributions paid to common OP unitholders	(223,721)	(197,278)	(151,121)
Distributions paid to preferred OP unitholders			(6,545)
Net cash provided by (used in) financing activities	15,248	(143,319)	219,411
Cash paid for acquisition of noncontrolling interest		(9,033)
Change in cash, cash equivalents, and restricted cash	(2,676)	(1,708)	(76,603)
Cash, cash equivalents, and restricted cash at beginning of period	9,158	10,866	87,469
Cash, cash equivalents, and restricted cash at end of period	6,482	9,158	10,866
Supplemental Cash Flow and Noncash Information
Cash paid for interest, net of interest capitalized	66,829	63,407	53,085
Supplemental disclosure of noncash activities:
Restricted cash - acquisition of storage facilities			(22,019)
Accretion of put liability	24,747	35,122	31,426
Derivative valuation adjustment	(633)	1,875	3,165
Discount on issuance of unsecured senior notes			1,488
Mortgage loan assumptions	7,166	6,201	41,513
Preferred unit redemption			$ 2,863
Issuance of OP units	$ 6,242	12,324
Liability for acquisition of storage property		1,470
Consolidation of real estate venture		$ 9,400