National Storage Affiliates Trust (Form: 10-K, Received: 02/27/2018 18:18:56)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K



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

For the fiscal year ended December 31, 2017



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

For the transition period from to

Commission file number: 001-37351

National Storage Affiliates Trust

(Exact name of Registrant as specified in its charter)



Maryland		46-5053858
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5200 DTC Parkway

Suite 200

Greenwood Village, Colorado 80111

(Address of principal executive offices) (Zip code)

(720) 630-2600

(Registrant's telephone number including area code)



Title of each Class		Name of Each Exchange on Which Registered
Common Shares of Beneficial Interest, $0.01 par value per share		New York Stock Exchange
Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share		New York Stock Exchange

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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. Yes ☐ No ☒

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



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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common shares of beneficial interest of National Storage Affiliates Trust held by non-affiliates of National Storage Affiliates Trust was approximately $1.0 billion as of June 30, 2017. As of February 26, 2018, 50,329,814 common shares of beneficial interest, $0.01 par value per share, were outstanding.

Documents Incorporated by Reference

Portions of National Storage Affiliates Trust's definitive proxy statement to be issued in conjunction with National Storage Affiliates Trust's annual meeting of shareholders to be held May 24, 2018, are incorporated by reference into Part III of this Annual Report on Form 10-K.

EXPLANATORY NOTE

This Annual Report on Form 10-K of National Storage Affiliates Trust includes the results of operations and financial condition of National Storage Affiliates Trust and its consolidated subsidiaries (the "Company", "NSA," "we," "our", and "us") prior to the completion of the Company's initial public offering on April 28, 2015 and certain of its formation transactions, which occurred on or subsequent to April 28, 2015. As a result, the consolidated financial statements included in this report are not necessarily indicative of subsequent results of operations, cash flows or financial position of the Company.



NATIONAL STORAGE AFFILIATES TRUST

TABLE OF CONTENTS

ANNUAL REPORT ON FORM 10-K
	For the Fiscal Year Ended December 31, 2017
Item		Page
PART I
1.	Business	4
1A.	Risk Factors	15
1B.	Unresolved Staff Comments	32
2.	Properties	33
3.	Legal Proceedings	34
4.	Mine Safety Disclosures	34

PART II
5.	Market for the Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	35
6.	Selected Financial Data	39
7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	41
7A.	Quantitative and Qualitative Disclosures About Market Risk	62
8.	Financial Statements and Supplementary Data	62
9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	62
9A.	Controls and Procedures	62
9B.	Other Information	63

PART III
10.	Directors, Executive Officers and Corporate Governance	63
11.	Executive Compensation	63
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	63
13.	Certain Relationships and Related Transactions, and Director Independence	63
14.	Principal Accounting Fees and Services	64

PART IV
15.	Exhibits and Financial Statement Schedules	64

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FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this report that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. When we use the words "believe," "expect," "anticipate," "estimate," "plan," "continue," "intend," "should," "may," or similar expressions, we intend to identify forward-looking statements.

The forward-looking statements contained in this report reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions, and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement.

Statements regarding the following subjects, among others, may be forward-looking:


•	market trends in our industry, interest rates, the debt and lending markets or the general economy;


•	our business and investment strategy;


•	the acquisition of properties, including the ability of our acquisitions to achieve underwritten capitalization rates and our ability to execute on our acquisition pipeline;


•	the timing of acquisitions;


•	our relationships with, and our ability and timing to attract additional, participating regional operators ("PROs");


•	our ability to effectively align the interests of our PROs with us and our shareholders;


•	the integration of our PROs and their managed portfolios into the Company, including into our financial and operational reporting infrastructure and internal control framework;


•	our operating performance and projected operating results, including our ability to achieve market rents and occupancy levels, reduce operating expenditures and increase the sale of ancillary products and services;


•	our ability to access additional off-market acquisitions;


•	actions and initiatives of the U.S. federal, state and local government and changes to U.S. federal, state and local government policies and the execution and impact of these actions, initiatives and policies;


•	the state of the U.S. economy generally or in specific geographic regions, states or municipalities;


•	economic trends and economic recoveries;


•	our ability to obtain and maintain financing arrangements on favorable terms;


•	general volatility of the securities markets in which we participate;


•	changes in the value of our assets;


•	projected capital expenditures;


•	the impact of technology on our products, operations, and business;


•	the implementation of our technology and best practices programs (including our ability to effectively implement our integrated Internet marketing strategy);


•	changes in interest rates and the degree to which our hedging strategies may or may not protect us from interest rate volatility;


•	impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters;


•	our ability to continue to qualify and maintain our qualification as a real estate investment trust for U.S. federal income tax purposes ("REIT");


•	availability of qualified personnel;


•	the timing of conversions of each series of Class B common units of limited partner interest ("subordinated performance units") in NSA OP, LP (our "operating partnership") and subsidiaries of our operating partnership into Class A common units of limited partner interest ("OP units") in our operating partnership,

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the conversion ratio in effect at such time and the impact of such convertibility on our diluted earnings (loss) per share;


•	the risks of investing through joint ventures, including whether the anticipated benefits from a joint venture are realized or may take longer to realize than expected;


•	estimates relating to our ability to make distributions to our shareholders in the future; and


•	our understanding of our competition.

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptions, and expectations can change as a result of many possible events or factors, not all of which are known to us. Readers should carefully review our financial statements and the notes thereto, as well as the section entitled "Business," "Risk Factors," "Properties," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," described in Item 1, Item 1A, Item 2 and Item 7, respectively, of this Annual Report on Form 10-K and the other documents we file from time to time with the Securities and Exchange Commission. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I

Item 1. Business

General

National Storage Affiliates Trust is a fully integrated, self-administered and self-managed real estate investment trust organized in the state of Maryland on May 16, 2013. We have elected and we believe that we have qualified to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2015. We serve as the sole general partner of our operating partnership subsidiary, NSA OP, LP (our "operating partnership"), a Delaware limited partnership formed on February 13, 2013 to conduct our business, which is focused on the ownership, operation, and acquisition of self storage properties located within the top 100 metropolitan statistical areas ("MSAs") throughout the United States. As of December 31, 2017 , we held ownership interests in and operated a geographically diversified portfolio of 515 self storage properties, located in 29 states, comprising approximately 32.1 million rentable square feet, configured in approximately 255,000 storage units. According to the 2018 Self-Storage Almanac, we are the sixth largest owner and operator of self storage properties in the United States based on number of properties, self storage units, and rentable square footage. We completed our initial public offering in the second quarter 2015 and our common shares are listed on the New York Stock Exchange under the symbol "NSA."

Our chairman and chief executive officer, Arlen D. Nordhagen, co-founded SecurCare Self Storage, Inc. in 1988 to invest in and manage self storage properties. While growing SecurCare to over 150 self storage properties, Mr. Nordhagen recognized a market opportunity for a differentiated public self storage REIT that would leverage the benefits of national scale by integrating multiple experienced regional self storage operators with local operational focus and expertise. We believe that his vision, which is the foundation of the Company, aligns the interests of our participating regional operators ("PROs"), with those of our public shareholders by allowing our PROs to participate alongside our shareholders in our financial performance and the performance of our PROs' "managed portfolios", which means, with respect to each PRO, the portfolio of properties that such PRO manages on our behalf. A key component of this strategy is to capitalize on the local market expertise and knowledge of regional self storage operators by maintaining the continuity of their roles as property managers.

We believe that our structure creates the right financial incentives to accomplish these objectives. We require our PROs to exchange the self storage properties they contribute to the Company for a combination of OP units and subordinated performance units in our operating partnership or subsidiaries of our operating partnership that issue units intended to be economically equivalent to the OP units and subordinated performance units issued by our operating partnership ("DownREIT partnerships"). OP units, which are economically equivalent to our common shares, create alignment with the performance of the Company as a whole. Subordinated performance units, which are linked to the performance of specific managed portfolios, incentivize our PROs to drive operating performance and support the sustainability of the operating cash flow generated by the self storage properties that they manage on our behalf. Because

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subordinated performance unit holders receive distributions only after portfolio-specific minimum performance thresholds are satisfied, subordinated performance units play a key role in aligning the interests of our PROs with us and our shareholders. Our structure thus offers PROs a unique opportunity to serve as regional property managers for their managed portfolios and directly participate in the potential upside of those properties while simultaneously diversifying their investment to include a broader portfolio of self storage properties. We believe our structure provides us with a competitive growth advantage over self storage companies that do not offer property owners the ability to participate in the performance and potential future growth of their managed portfolios.

We believe that our national platform has significant potential for continued external and internal growth. We seek to further expand our platform by continuing to recruit additional established self storage operators as well as opportunistically partnering with institutional funds and other institutional investors in strategic joint venture arrangements while integrating our operations through the implementation of centralized initiatives, including management information systems, revenue enhancement, and cost optimization programs. We are currently engaged in preliminary discussions with additional self storage operators and believe that we could add one to two additional PROs annually over the next two to three years. These additional operators will enhance our existing geographic footprint and allow us to enter regional markets in which we currently have limited or no market share.

Our PROs

The Company had eight PROs as of December 31, 2017 : SecurCare Self Storage, Inc. and its controlled affiliates ("SecurCare"), Kevin Howard Real Estate Inc., d/b/a Northwest Self Storage and its controlled affiliates ("Northwest"), Optivest Properties LLC and its controlled affiliates ("Optivest"), Guardian Storage Centers LLC and its controlled affiliates ("Guardian"), Move It Self Storage and its controlled affiliates ("Move It"), Arizona Mini Storage Management Company d/b/a Storage Solutions and its controlled affiliates ("Storage Solutions"), Hide-Away Storage Services, Inc. and its controlled affiliates ("Hide-Away") and an affiliate of Shader Brothers Corporation d/b/a Personal Mini Storage ("Personal Mini"). To capitalize on their recognized and established local brands, our PROs continue to function as property managers for their managed portfolios under their existing brands (which include various brands in addition to those discussed below). Over the long-run, we may seek to brand or co-brand each location as part of NSA.

•

SecurCare, which is headquartered in Lone Tree, Colorado, has been operating since 1988 and is one of our PROs responsible for covering the west, mountain, midwest and southeast regions. SecurCare provided property management services to 202 of our properties located in California, Colorado, Florida, Georgia, Indiana, Kentucky, Louisiana, Mississippi, North Carolina, Ohio, Oklahoma, South Carolina and Texas as of December 31, 2017 . SecurCare is currently managed by David Cramer, who has worked in the self storage industry for more than 19 years.

•

Northwest, which is headquartered in Portland, Oregon, is our PRO responsible for covering the northwest region. Northwest provided property management services to 73 of our properties located in Oregon and Washington as of December 31, 2017 . Northwest is run by Kevin Howard, who founded the company over 30 years ago and is recognized in the industry for his successful track record as a self storage specialist in the areas of design and development, operations and property management, consultation, and brokerage.

•

Optivest, which is based in Dana Point, California, is one of our PROs responsible for covering portions of the northeast and southwest regions. Optivest managed 48 of our properties located in Arizona, California, Massachusetts, Nevada, New Hampshire, New Mexico and Texas as of December 31, 2017 . In January and February 2018, we acquired nine additional properties in Arizona that Optivest will manage. Optivest is run by its co-founder, Warren Allan, who has more than 25 years of financial and operational management experience in the self storage industry and is recognized as a self storage acquisition and development specialist.

•

Guardian, which is based in Irvine, California, is one of our PROs responsible for covering portions of the southern California region and the Arizona market. Guardian managed 53 of our properties located in California, Arizona and Nevada as of December 31, 2017 . This operator is led by John Minar, who has over 30 years of self storage acquisition and operational management experience. Mr. Minar brings close to 40 years of real estate acquisition, rehabilitation, ownership, operations and development experience to the Company.

•

Move It, which is based in Dallas, Texas, is one of our PROs responsible for covering certain portions of the Texas and southeast markets. Move It provided property management services to 25 of our properties located in Alabama, Florida, Louisiana, Mississippi and Texas as of December 31, 2017 . In January and February 2018, we acquired three additional properties in Florida and Texas that Move It will manage. This operator is led by its founder, Tracy Taylor, who has more than 40 years of experience in self storage development,

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acquisition and management, and is currently on the board of directors for the Large Owners Council of the Self Storage Association and is a former Chairman of the national Self Storage Association.

•

Storage Solutions, based in Chandler, Arizona, is our PRO responsible for covering portions of the Arizona market. Storage Solutions managed five of our properties in Arizona as of December 31, 2017 . In January 2018, we acquired four additional properties in Arizona that Storage Solutions will manage. This operator is led by its founder, Bill Bohannan, who is one of the largest operators in Phoenix and has more than 35 years of self storage acquisition, development and management experience. Mr. Bohannan is recognized in the industry as a self storage acquisition, development and management specialist.

•

Hide-Away is our PRO responsible for covering the western Florida market. Based in Sarasota, Florida, Hide-Away managed 20 of our properties in western Florida as of December 31, 2017 . This operator is led by its founder, Steve Wilson, one of the early developers of the self storage business, who has served for more than 35 years as the President of Hide-Away and its related entities, and is a former Chairman of the national Self-Storage Association.

•

Personal Mini is our PRO responsible for covering portions of the central Florida market. Based in Orlando, Florida, Personal Mini managed five of our properties in central Florida as of December 31, 2017 . In January 2018, we acquired one additional property in Florida that Personal Mini will manage.This operator is led by Marc Smith, an active self storage investor who has been involved in all facets of the self storage business. Mr. Smith is the immediate past Chairman of the Self Storage Association, and also previously served as president of the Southeast Region of the Self Storage Association.

We benefit from the local market knowledge and active presence of our PROs, allowing us to build and foster important customer and industry relationships. These local relationships provide attractive off-market acquisition opportunities that we believe will continue to fuel additional external growth.

We believe our structure allows our PROs to optimize their established property management platforms while addressing financial and operational hurdles. Before joining us, our PROs faced challenges in securing low cost capital and had to manage multiple investors and lending relationships, making it difficult to compete with larger competitors, including public REITs, for acquisition and investment opportunities. Our PROs were also limited in their ability to raise growth capital through the sale of assets, a portfolio refinancing, or capital contributions from new equity partners. Serving as our on-the-ground acquisition teams, our PROs now have access to our broader financing sources and lower cost of capital, while our national platform allows them to benefit from our economies of scale to drive operating efficiencies in a rapidly evolving, technology-driven industry.

Our Consolidated Properties

We seek to own properties that are well located in high quality sub-markets with highly accessible street access and attractive supply and demand characteristics, providing our properties with strong and stable cash flows that are less sensitive to the fluctuations of the general economy. Many of these markets have multiple barriers to entry against increased supply, including zoning restrictions against new construction and new construction costs that we believe are higher than our properties' fair market value. As of December 31, 2017 , we owned a geographically diversified portfolio of 444 self storage properties, located in 26 states, comprising approximately 27.2 million rentable square feet, configured in approximately 215,000 storage units. Of these properties, 245 were acquired by us from our PROs and 199 were acquired by us from third-party sellers. A complete listing of, and additional information about, our self storage properties is included in Item 2 of this report.

During the year ended December 31, 2017 , we acquired 65 consolidated self storage properties, of which 10 were acquired by us from our PROs and 55 were acquired by us from third-party sellers. The following is a summary of our 2017 consolidated acquisition activity (dollars in thousands):

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	Number of	Number of	Rentable
State	Properties	Units	Square Feet	Fair Value
2017 Acquisitions:
Georgia	13	6,836	934,780	$	84,631
Florida	8	4,774	520,728	61,955
Texas	7	3,180	475,134	36,930
Nevada	5	2,640	311,547	35,446
California	4	2,194	304,504	36,547
Illinois	4	1,992	270,911	17,252
Louisiana	4	1,806	229,259	18,982
Kansas	3	1,297	215,035	20,558
Missouri	3	1,013	152,889	13,346
Oregon	3	1,135	139,492	26,334
Indiana	2	950	127,570	11,665
Maryland	2	1,167	120,773	10,939
Other ⁽¹⁾	7	3,208	419,907	52,215
Total	65	32,192	4,222,529	$	426,800



(1) Self storage properties in other states acquired during the year ended December 31, 2017 include Arizona, Colorado, Massachusetts, New Hampshire, North Carolina, Virginia and Washington.

During the year ended December 31, 2017 , we sold three self storage properties to unrelated third parties and excess land parcels adjacent to our self storage properties for $17.8 million . The self storage properties comprised approximately 0.2 million rentable square feet configured in approximately 1,200 storage units.

During the year ended December 31, 2016 , we acquired 107 consolidated self storage properties, of which 23 were acquired by us from our PROs and 84 were acquired by us from third-party sellers. The following is a summary of our 2016 consolidated acquisition activity (dollars in thousands):



	Number of	Number of	Rentable
State	Properties	Units	Square Feet	Fair Value
2016 Acquisitions:
California ⁽¹⁾	31	19,034	2,325,969	$	228,656
Florida	20	16,090	1,461,564	197,966
Indiana	14	7,854	1,009,695	79,885
Ohio	7	2,688	349,088	22,730
Louisiana	5	2,250	315,473	24,485
Oregon	5	2,219	299,162	34,553
New Hampshire	5	1,905	233,175	28,800
Oklahoma	4	1,678	252,690	20,999
Texas	3	1,501	192,886	11,400
Nevada	3	1,407	177,566	15,686
New Mexico	2	1,161	156,020	8,450
Arizona	2	1,100	146,400	17,100
Colorado	2	904	111,430	12,610
Georgia	2	683	111,929	8,847
Other ⁽²⁾	2	1,226	173,187	9,204
Total	107	61,700	7,316,234	$	721,371



(1) In December 2016, we sold to an unrelated third party one of the properties we acquired in California.
(2) Self storage properties in other states acquired during the year ended December 31, 2016 include Alabama and Mississippi.

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In December 2016, we sold to an unrelated party one of the self storage properties acquired as part of a larger portfolio of properties during the third quarter of 2016. The Company decided during the underwriting process to pursue the sale of certain properties following the portfolio acquisition. The gross sales price for the property sold was $4.9 million.

Our Unconsolidated Real Estate Venture

We seek to opportunistically partner with institutional funds and other institutional investors to acquire attractive portfolios utilizing a promoted return structure. We believe there is significant opportunity for continued external growth by partnering with institutional investors seeking to deploy capital in the self storage industry.

As of December 31, 2017 , our unconsolidated real estate venture (the "Joint Venture") owned and operated a portfolio of 71 properties containing approximately 4.9 million rentable square feet, configured in approximately 39,000 storage units and located across 13 states. A listing of, and additional information about, the Joint Venture properties is included in Item 2 of this report.

During the year ended December 31, 2017 , the Joint Venture acquired five self storage properties located in California and Delaware with an aggregate fair value of $59.3 million , comprising approximately 0.4 million rentable square feet, configured in approximately 3,500 storage units.

During the year ended December 31, 2016, we entered into an agreement to form the Joint Venture with a state pension fund (the "JV Investor") advised by Heitman Capital Management LLC to acquire and operate the 66-property "iStorage" facilities portfolio (the "JV Portfolio"). On October 4, 2016, the Joint Venture completed its acquisition of the JV Portfolio. The following is a summary of the properties acquired in the JV Portfolio (dollars in thousands):



	Number of	Number of	Rentable
State	Properties	Units	Square Feet	Fair Value
Florida	21	11,485	1,331,745	$	232,612
Alabama	11	4,032	591,030	61,450
New Jersey	10	7,520	925,410	124,849
California	9	5,832	802,176	95,952
Other ⁽¹⁾	15	6,704	868,607	115,137
Total ⁽²⁾	66	35,573	4,518,968	$	630,000



(1) Other states in the unconsolidated real estate venture include Arizona, Georgia, New Mexico, Nevada, Pennsylvania, Ohio, Texas and Virginia.
(2) The Company holds a 25% ownership interest in the unconsolidated JV Portfolio.

Our Property Management Platform

On October 4, 2016, the Company, through certain newly formed subsidiaries, acquired the iStorage property management platform related to the JV Portfolio, including a property management company, a captive insurance company, and related intellectual property for $20.0 million .

Through our property management platform, we direct, manage and control the day-to-day operations and affairs of the Joint Venture and earn certain customary fees for managing and operating the Joint Venture properties. We also provide tenant warranty protection to tenants at the Joint Venture properties in exchange for half of all proceeds from the tenant warranty protection program at each Joint Venture property.

During the year ended December 31, 2017, the Company acquired 13 consolidated self storage properties for which our property management platform directs, manages and controls the day-to-day operations. These 13 properties are located in select markets in Illinois, Kansas, Maryland, Missouri and Virginia and comprise approximately 0.8 million rentable square feet, configured in approximately 6,100 storage units. Additionally, in February 2018, we acquired one additional property in Maryland that our property management platform will manage.

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Our Competitive Strengths

We believe our unique PRO structure allows us to differentiate ourselves from other self storage operators, and the following competitive strengths enable us to effectively compete against our industry peers:

High Quality Properties in Key Growth Markets. We held ownership interests in and operated a geographically diversified portfolio of 515 self storage properties, located in 29 states, comprising approximately 32.1 million rentable square feet, configured in approximately 255,000 storage units, as of December 31, 2017 . Over 75% of our consolidated portfolio is located in the top 100 MSAs, based on our 2017 net operating income ("NOI"). We believe that these properties are primarily located in high quality growth markets that have attractive supply and demand characteristics and are less sensitive to the fluctuations of the general economy. Many of these markets have multiple barriers to entry against increased supply, including zoning restrictions against new construction and new construction costs that we believe are higher than our properties' fair market value. Furthermore, we believe that our significant size and the overall geographic diversification of our portfolio reduces risks associated with specific local or regional economic downturns or natural disasters.

Differentiated, Growth-Oriented Strategy Focused on Established Operators. We are a self storage REIT with a unique structure that supports our differentiated external growth strategy. Our structure appeals to operators who are looking for access to growth capital while maintaining an economic stake in the self storage properties that each manages on the Company's behalf. These attributes entice operators to join the Company rather than sell their properties for cash consideration. Our strategy is to attract operators who are confident in the future performance of their properties and desire to participate in the growth of the Company. We are focused on recruiting established operators across the United States with a history of efficient property management and a track record of successful acquisitions. Our structure and differentiated strategy have enabled us to build a substantial captive pipeline from existing operators as well as potentially create external growth from the recruitment of additional PROs.

Integrated Platform Utilizing Advanced Technology for Enhanced Operational Performance and Best Practices. Our national platform allows us to capture cost savings through integration and centralization, thereby eliminating redundancies and utilizing economies of scale across the property management platforms of our PROs. As compared to a stand-alone operator, our national platform has greater access to lower-cost capital, reduced Internet marketing costs per customer lead, discounted property insurance expense, and reduced overhead costs. In addition, the Company has sufficient scale for various centralized functions, including financial reporting, the operation of two call centers, expanding cell tower leasing, a national credit card processing program, marketing, information technology, legal support, and capital market functions, to achieve substantial cost savings over smaller, individual operators.

Our national platform utilizes advanced technology for our data warehouse program, Internet marketing (including through GoStorageUnits.com, which is owned by the Company), our centralized call centers, financial and property analytic dashboards, revenue optimization analytics and expense management tools to enhance operational performance. These centralized programs, which are run through our Technology and Best Practices Group, are positively impacting our business performance, and we believe that they will continue to be a driver of organic growth going forward. We will utilize our Technology and Best Practices Group to help us benefit from the collective sharing of key operating strategies among our PROs in areas like human resource management, local marketing and operating procedures and building tenant insurance-related arrangements.

Aligned Incentive Structure with Shareholder Downside Protection. Our structure promotes operator accountability as subordinated performance units issued to our PROs in exchange for the contribution of their properties are entitled to distributions only after those properties satisfy minimum performance thresholds. In the event of a material reduction in operating cash flow, distributions on our subordinated performance units will be reduced before or disproportionately to distributions on our common shares held by our common shareholders. In addition, we expect our PROs will generally co-invest subordinated equity in the form of subordinated performance units in each acquisition that they source from a third-party seller, and the value of these subordinated performance units will fluctuate with the performance of their managed portfolios. Therefore, our PROs are incentivized to select acquisitions that are expected to exceed minimum performance thresholds, thereby increasing the value of their subordinated equity stake. We expect that our shareholders will benefit from the higher levels of property performance that our PROs are incentivized to deliver.

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Our Business and Growth Strategies

By capitalizing on our competitive strengths, we seek to increase scale, achieve optimal revenue-producing occupancy and rent levels, and increase long-term shareholder value by achieving sustainable long-term growth. Our business and growth strategies to achieve these objectives are as follows:

Maximize Property Level Cash Flow. We strive to maximize the cash flows at our properties by leveraging the economies of scale provided by our national platform, including through the implementation of new ideas derived from our Technology and Best Practices Group. We believe that our unique PRO structure, centralized infrastructure and efficient national platform will enable us to achieve optimal market rents and occupancy, reduce operating expenses and increase the sale by our PROs of ancillary products and services, including tenant insurance, of which we receive a portion of the proceeds, truck rentals and packing supplies.

Acquire Built-in Captive Pipeline of Target Properties from Existing PROs. We have an attractive, high quality potential acquisition pipeline (our "captive pipeline") of over 100 self storage properties valued at over $900 million that we anticipate will drive our future growth. We consider a property to be in our captive pipeline if it (i) is under a management service agreement with one of our PROs, (ii) meets our property quality criteria, and (iii) is either required to be offered to us under the applicable facilities portfolio management agreement or a PRO has a reasonable basis to believe that the controlling owner of the property intends to sell the property in the next seven years.

Our PROs have management service agreements with all of the properties in our captive pipeline and hold controlling and non-controlling ownership interests in some of these properties. With respect to each property in our captive pipeline in which a PRO holds a controlling ownership interest, such PRO has agreed that it will not transfer (or permit the transfer of, to the extent possible) any interest in such self storage property without first offering or causing to be offered (if permissible) such interest to us. In addition, upon maturity of the outstanding mortgage indebtedness encumbering such property, so long as occupancy is consistent with or exceeds average local market levels, which we determine in our sole discretion, such PRO has agreed to offer or cause to be offered (if permissible) such interest to us. With respect to captive pipeline properties in which our PROs have a non-controlling ownership interest or no ownership interest, each PRO has agreed to use commercially reasonable good faith efforts to facilitate our purchase of such property. We preserve the discretion to accept or reject any of the properties that our PROs are required to, or elect to, offer (or cause to be offered) to us.

There can be no assurance as to whether we will acquire any of these properties or the actual timing of any such acquisitions. Each captive pipeline property is subject to additional due diligence and the determination by us to pursue the acquisition of the property. In addition, with respect to the captive pipeline properties in which our PROs have a non-controlling ownership interest or no ownership interest, the current owner of each property is not required to offer such property to us and there can be no assurance that we will acquire these properties.

Access Additional Off-Market Acquisition Opportunities. Our PROs and their "on-the-ground" personnel have established an extensive network of industry relationships and contacts in their respective markets. Through these local connections, our PROs are able to access acquisition opportunities that are not publicly marketed or sold through auctions. Our structure incentivizes our PROs to source acquisitions in their markets from third-party sellers and consolidate these properties into the Company. Other public self storage companies generally have acquisition teams located at their central offices, which in many instances are far removed from regional and local markets. We believe our operators' networks and close familiarity with the other operators in their markets provide us clear competitive advantages in identifying and selecting attractive acquisition opportunities. Our PROs have sourced 199 acquisitions from third-party sellers comprising approximately 13.9 million rentable square feet as of December 31, 2017 .

Recruit Additional New PROs in Target Markets. We intend to continue to execute on our external growth strategy through additional acquisitions and contributions from future PROs in key markets. We believe there is significant opportunity for growth through consolidation of the highly fragmented composition of the market. We believe that future operators will be attracted to our unique structure, providing them with lower cost of capital, better economies of scale, and greater operational and overhead efficiencies while preserving their existing property management platforms. We intend to add additional PROs to complement our existing geographic footprint and to achieve our goal of creating a highly diversified nationwide portfolio of properties focused in the top 100 MSAs. When considering a PRO candidate, we consider various factors, including the size of the potential PRO's portfolio, the quality and location of its properties, its market exposure, its operating expertise, its ability to grow its business, and its reputation with industry participants.

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Strategic Joint Venture Arrangements. We intend to continue to opportunistically partner with institutional funds and other institutional investors to acquire attractive portfolios utilizing a promoted return structure. We believe there is significant opportunity for continued external growth by partnering with institutional investors seeking to deploy capital in the self storage industry. We intend to leverage our property management platform to provide property and asset management services for future strategic joint ventures, generating additional operating profits and third party fee income.

Our Financing Strategy

We expect to maintain a flexible approach in financing new property acquisitions. In general, we expect to fund our property acquisitions through a combination of borrowings under bank credit facilities (including term loans and revolving facilities), property-level debt, issuances of OP equity and public and private equity and debt issuances.

As of December 31, 2017 , our unsecured credit facility provided for total borrowings of $895.0 million , consisting of four components: (i) a revolving line of credit (the "Revolver") which provides for a total borrowing commitment up to $400.0 million , whereby we may borrow, repay and re-borrow amounts under the Revolver, (ii) a $235.0 million tranche A term loan facility (the "Term Loan A"), (iii) a $155.0 million tranche B term loan facility (the "Term Loan B"), and (iv) a $105.0 million tranche C term loan facility (the "Term Loan C" and together with the Revolver, the Term Loan A and the Term Loan B, the "credit facility"). As of December 31, 2017 , we had the entire amounts drawn on Term Loan A, Term Loan B and Term Loan C and we had $88.5 million of outstanding borrowings under the Revolver, and the capacity to borrow an additional $306.8 million under the Revolver while remaining in compliance with the credit facility's financial covenants.

As discussed in Note 15 to the consolidated financial statements in Item 8, on January 29, 2018 , we entered into an increase agreement and amendment with a syndicated group of lenders to increase the total borrowing capacity under our credit facility by adding an additional five-year tranche D term loan facility ("Term Loan D") in an aggregate outstanding principal amount of $125.0 million , for a total credit facility of over $1.0 billion . We have an expansion option under the credit facility, which, if exercised in full, would provide for a total credit facility of $1.3 billion . References to the "credit facility" include Term Loan D for all dates as of and after January 29, 2018 .

We also have a credit agreement with a syndicated group of lenders for a term loan facility (the "Term Loan Facility") that is separate from the credit facility in an aggregate amount of $100.0 million , which amount is outstanding. The Term Loan Facility matures in June 2023 and we have an expansion option under the Term Loan Facility, which, if exercised in full, would provide for a total Term Loan Facility in an aggregate amount of $200.0 million .

The credit facility and the Term Loan Facility each contain the same financial covenants and customary affirmative and negative covenants that, among other things, could limit the Company's ability to make distributions or certain investments, incur debt, incur liens and enter into certain transactions.

We expect to employ leverage in our capital structure in amounts determined from time to time by our board of trustees. Although our board of trustees has not adopted a policy which limits the total amount of indebtedness that we may incur, it will consider a number of factors in evaluating our level of indebtedness from time to time, as well as the amount of such indebtedness that will be either fixed and variable-rate, and in making financial decisions, including, among others, the following:


•	the interest rate of the proposed financing;


•	the extent to which the financing impacts our flexibility in managing our properties;


•	prepayment penalties and restrictions on refinancing;


•	the purchase price of properties we acquire with debt financing;


•	our long-term objectives with respect to the financing;


•	our target investment returns;


•	the ability of particular properties, and the Company as a whole, to generate cash flow sufficient to cover expected debt service payments;


•	overall level of consolidated indebtedness;


•	timing of debt maturities;

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•	provisions that require recourse and cross-collateralization;


•	corporate credit ratios including debt service coverage, debt to total market capitalization and debt to undepreciated assets; and


•	the overall ratio of fixed- and variable-rate debt.

Our indebtedness may be recourse, non-recourse or cross-collateralized. If the indebtedness is non-recourse, the collateral will be limited to the particular properties to which the indebtedness relates. In addition, we may invest in properties subject to existing loans secured by mortgages or similar liens on our properties, or may refinance properties acquired on a leveraged basis. We may use the proceeds from any borrowings to refinance existing indebtedness, to refinance investments, including the redevelopment of existing properties, for general working capital or for other purposes when we believe it is advisable.

Dividend Reinvestment Plan

In the future, we may adopt a dividend reinvestment plan that will permit shareholders who elect to participate in the plan to have their cash dividends reinvested in additional common shares.

Regulation

General

Generally, self storage properties are subject to various laws, ordinances and regulations, including those relating to lien sale rights and procedures, public accommodations, insurance, and the environment. Changes in any of these laws, ordinances or regulations could increase the potential liability existing or created by tenants or others on our properties. Laws, ordinances, or regulations affecting development, construction, operation, upkeep, safety and taxation requirements may result in significant unanticipated expenditures, loss of self storage sites or other impairments to operations, which would adversely affect our cash flows from operating activities.

Under the Americans with Disabilities Act of 1990 ("the ADA"), all places of public accommodation are required to meet certain federal requirements related to access and use by disabled persons. For additional information on the ADA, see "Item 1A. Risk Factors—Risks Related to Our Business—Costs associated with complying with the ADA may result in unanticipated expenses."

Insurance activities are subject to state insurance laws and regulations as determined by the particular insurance commissioner for each state in accordance with the McCarran-Ferguson Act, as well as subject to the Gramm-Leach-Bliley Act and the privacy regulations promulgated by the Federal Trade Commission pursuant thereto.

Under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (the "CERCLA"), and comparable state laws, we may be required to investigate and remediate regulated hazardous materials at one or more of our properties. For additional information on environmental matters and regulation, see "Item 1A. Risk Factors—Risks Related to Our Business—Environmental compliance costs and liabilities associated with operating our properties may affect our results of operations."

Property management activities are often subject to state real estate brokerage laws and regulations as determined by the particular real estate commission for each state.

REIT Qualification

We have elected and we believe that we have qualified to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, (the "Code"), commencing with our taxable year ended on December 31, 2015. We generally will not be subject to U.S. federal income tax on our net taxable income to the extent that we distribute annually all of our net taxable income to our shareholders and maintain our qualification as a REIT. We believe that we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and we expect that our intended manner of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT. To qualify, and maintain our qualification, as a REIT, we must meet on a continuing basis, through our organization and actual investment and operating results, various requirements under the Code relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the diversity of ownership of our shares. If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income tax at regular corporate rates and may be precluded from qualifying as a REIT for the subsequent four taxable years following the year during which we failed to qualify as a REIT. Even if we qualify for taxation as a REIT, we still may be subject to some U.S. federal, state and

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local taxes on our income or assets. In addition, subject to maintaining our qualification as a REIT, a portion of our business is conducted through, and a portion of our income is earned by, one or more taxable REIT subsidiaries ("TRSs"), which are subject to U.S. federal corporate income tax at regular rates. Distributions paid by us generally will not be eligible for taxation at the preferential U.S. federal income tax rates that currently apply to certain distributions received by individuals from taxable corporations, unless such distributions are attributable to dividends received by us from a TRS.

Recent U.S. Federal Income Tax Legislation

The Tax Cuts and Jobs Act ("TCJA"), which was signed into law on December 22, 2017, made significant changes to the U.S. federal income tax laws applicable to businesses and their owners, including REITs and their shareholders. Certain key provisions of the TCJA could impact us and our shareholders, beginning in 2018, including the following:

•

Reduced Tax Rates. The highest individual U.S. federal income tax rate on ordinary income is reduced from 39.6% to 37% (through taxable years ending in 2025), and the maximum corporate income tax rate is reduced from 35% to 21%. In addition, individuals, trust, and estates that own our shares are permitted to deduct up to 20% of dividends received from us (other than dividends that are designated as capital gain dividends or qualified dividend income), generally resulting in an effective maximum U.S. federal income tax rate of 29.6% on such dividends (through taxable years ending in 2025). Further, the amount that we are required to withhold on distributions to non-U.S. stockholders that are treated as attributable to gains from our sale or exchange of U.S. real property interests is reduced from 35% to 21%.


•	Net Operating Losses. We may not use net operating losses generated beginning in 2018 to offset more than 80% of our taxable income (prior to the application of the dividends paid deduction). Net operating losses generated beginning in 2018 can be carried forward indefinitely but can no longer be carried back.

•

Limitation on Interest Deductions. The amount of net interest expense that we and our TRSs may deduct for a taxable year is limited to the sum of (i) the taxpayer's business interest income for the taxable year, and (ii) 30% of the taxpayer's "adjusted taxable income" for the taxable year. For taxable years beginning before January 1, 2022, adjusted taxable income means earnings before interest, taxes, depreciation, and amortization; for taxable years beginning on or after January 1, 2022, adjusted taxable income is limited to earnings before interest and taxes. Taxpayers engaged in certain real estate businesses, including real estate rental, operation, and management, can generally elect to be treated as an "electing real property trade or business," in which case the limitation described above generally will not apply. It is expected that we or our operating partnership would be entitled to make this election. An electing real property trade or business is required to use the alternative depreciation system, which generally results in longer depreciation periods and therefore lower depreciation deductions for certain categories of tangible property


•	Alternative Minimum Tax . The corporate alternative minimum tax is eliminated.

•

Income Accrual . We are required to recognize certain items of income for U.S. federal income tax purposes no later than we would report such items on its financial statements. As discussed above, earlier recognition of income for U.S. federal income tax purposes could impact our ability to satisfy the REIT distribution requirements. The provision generally applies to taxable years beginning after December 31, 2017, but will apply with respect to income from a debt instrument having "original issue discount" for U.S. federal income tax purposes only for taxable years beginning after December 31, 2018.

Prospective investors are urged to consult with their tax advisors regarding the effects of the TCJA or other legislative, regulatory or administrative developments on an investment in our common shares.

Competition

We compete with many other entities engaged in real estate investment activities for customers and acquisitions of self storage properties and other assets, including national, regional, and local owners, operators, and developers of self storage properties. We compete based on a number of factors including location, rental rates, security, suitability of the property's design to prospective tenants' needs, and the manner in which the property is operated and marketed. We believe that the primary competition for potential customers comes from other self storage properties within a three to five mile radius. We have positioned our properties within their respective markets as high-quality operations that emphasize tenant convenience, security, and professionalism.

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We also may compete with numerous other potential buyers when pursuing a possible property for acquisition, which can increase the potential cost of a project. These competing bidders also may possess greater resources than us and therefore be in a better position to acquire a property. However, our use of OP units and subordinated performance units as transactional currency allows us to structure our acquisitions in tax-deferred transactions. As a result, potential targets who are tax-sensitive might favor us as a suitor.

Our primary national competitors in many of our markets for both tenants and acquisition opportunities include local and regional operators, institutional investors, private equity funds, as well as the other public self storage REITs, including Public Storage, Cubesmart, Extra Space Storage Inc. and Life Storage, Inc. These entities also seek financing through similar channels to the Company. Therefore, we will continue to compete for institutional investors in a market where funds for real estate investment may decrease.

Employees

As of December 31, 2017 , the Company had 211 employees, which includes employees of the Company's property management platform but does not include persons employed by our PROs. As of December 31, 2017 , our PROs, collectively, had approximately 1,000 full-time and part-time employees involved in management, operations, and reporting with respect to our self storage property portfolio.

Available Information

We file registration statements, proxy statements, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those statements and reports with the Securities and Exchange Commission (the "SEC"). Investors may obtain copies of these statements and reports by visiting the SEC's Public Reference Room at 100 F Street, NE., Washington, DC 20549, by calling the SEC at 1-800-SEC-0330, or by accessing the SEC's website at www.sec.gov. Our statements and reports and any amendments to any of those statements and reports that we file with the Securities and Exchange Commission are available free of charge as soon as reasonably practicable on our website at www.nationalstorageaffiliates.com. The information contained on our website is not incorporated into this Annual Report on Form 10-K. Our common shares are listed on the New York Stock Exchange under the symbol "NSA."

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Item 1A. Risk Factors

An investment in our common shares involves a high degree of risk. Before making an investment decision, you should carefully consider the following risk factors, together with the other information contained in this Annual Report on Form 10-K. If any of the risks discussed in this Annual Report on Form 10-K occurs, our business, financial condition, liquidity and results of operations could be materially and adversely affected.

Risks Related to Our Business

Adverse economic or other conditions in the markets in which we do business and more broadly could negatively affect our occupancy levels and rental rates and therefore our operating results.

Our operating results are dependent upon our ability to achieve optimal occupancy levels and rental rates at our self storage properties. Adverse economic or other conditions in the markets in which we do business, particularly in our markets in California, Oregon, Texas, Florida, North Carolina and Oklahoma which accounted for approximately 27%, 14%, 10%, 9%, 6% and 6%, respectively, of our total rental and other property-related revenues for the year ended December 31, 2017 , may lower our occupancy levels and limit our ability to maintain or increase rents or require us to offer rental discounts. No single customer represented a significant concentration of our 2017 revenues. The following adverse developments, among others, in the markets in which we do business may adversely affect the operating performance of our properties:


•	business layoffs or downsizing, industry slowdowns, relocation of businesses and changing demographics;


•	periods of economic slowdown or recession, declining demand for self storage or the public perception that any of these events may occur;


•	local or regional real estate market conditions, such as competing properties, the oversupply of self storage or a reduction in demand for self storage in a particular area; and


•	perceptions by prospective tenants of the safety, convenience and attractiveness of our properties and the neighborhoods in which they are located.

We are also susceptible to the effects of adverse macro-economic events and business conditions 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, 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.

We may not be successful in identifying and consummating suitable acquisitions, adding additional suitable new PROs, or integrating and operating such acquisitions, including integrating them into our financial and operational reporting infrastructure and internal control framework in a timely manner, which may impede our growth.

Our ability to expand through acquisitions is integral to our business strategy and requires us to identify suitable acquisition candidates or investment opportunities that meet our criteria and are compatible with our growth strategy. We may not be successful in identifying suitable properties or other assets that meet our acquisition criteria or in consummating acquisitions on satisfactory terms or at all. Failure to identify or consummate acquisitions will slow our growth, which could in turn adversely affect our share price.

For the potential acquisitions in our captive pipeline, we have not entered into negotiations with the respective owners of these properties and there can be no assurance as to whether we will acquire any of these properties or the actual timing of any such acquisitions. Each captive pipeline property is subject to additional due diligence and the determination by us to pursue the acquisition of the property. In addition, with respect to the captive pipeline properties in which our PROs have a non-controlling ownership interest or no ownership interest, the current owner of each property is not required to offer such property to us and there can be no assurance that we will acquire these properties.

Our ability to acquire properties on favorable terms and successfully integrate and operate them, including integrating them into our financial and operational reporting infrastructure in a timely manner, may be constrained by the following significant risks:

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•	we face competition from national (e.g., large public and private self storage companies, institutional investors and private equity funds), regional and local owners, operators and developers of self storage properties, which may result in higher property acquisition prices and reduced yields;


•	we may not be able to achieve satisfactory completion of due diligence investigations and other customary closing conditions;


•	we may fail to finance an acquisition on favorable terms or at all;


•	we may spend more time and incur more costs than budgeted to make necessary improvements or renovations to acquired properties;


•	we may experience difficulties in effectively integrating the financial and operational reporting systems of the properties or portfolios we acquire into (or supplanting such systems with) our financial and operational reporting infrastructure and internal control framework in a timely manner; and

•

we may acquire properties subject to liabilities without any recourse, or with only limited recourse, with respect to unknown liabilities such as liabilities for clean-up of undisclosed environmental contamination, claims by persons dealing with the former owners of the properties and claims for indemnification by general partners, trustees, officers and others indemnified by the former owners of the properties.

We face competition for tenants.

We compete with many other entities engaged in real estate investment activities for tenants, including national, regional and local owners, operators and developers of self storage properties. Our primary national competitors for tenants in many of our markets are the large public and private self storage companies, institutional investors, and private equity funds. Actions by our competitors may decrease or prevent increases in the occupancy and rental rates, while increasing the operating expenses of our properties.

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 portfolio of properties 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 has been and 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 operating results, ability to satisfy debt service obligations and ability to make cash distributions to our shareholders.

Increases in taxes and regulatory compliance costs may reduce our income and adversely impact our cash flows.

Increases in income or other taxes generally are not passed through to tenants under leases and may reduce our net income, funds from operations ("FFO"), cash flows, financial condition, ability to pay or refinance our debt obligations, ability to make cash distributions to shareholders, and the trading price of our securities. Similarly, changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures, which could result in similar adverse effects.

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

Our property taxes could increase due to various reasons, including a reassessment as a result of our contribution transactions, which could adversely impact our operating results and cash flow.

The value of our properties may be reassessed for property tax purposes by taxing authorities including as a result of our acquisition and contribution transactions. Accordingly, the amount of property taxes we pay in the future may increase substantially from what we have paid in the past. If the property taxes we pay increase, our operating results and cash flow would be adversely impacted, and our ability to pay any expected dividends to our shareholders could be adversely affected.

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Our storage leases are relatively short-term in nature, which exposes us to the risk that we may have to re-lease our units and we may be unable to do so on attractive terms, on a timely basis or at all.

Our storage leases are relatively short-term in nature, typically month-to-month, which exposes us to the risk that we may have to re-lease our units frequently and we may be unable to do so on attractive terms, on a timely basis or at all. Because these leases generally permit the tenant to leave at the end of the month without penalty, our revenues and operating results may be impacted by declines in market rental rates more quickly than if our leases were for longer terms. In addition, any delay in re-leasing units as vacancies arise would reduce our revenues and harm our operating results.

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

We are increasingly dependent upon automated information technology processes and Internet commerce, and some of our new tenants come from the telephone or over the Internet. Moreover, the nature of our business involves the receipt and retention of personal information about our tenants. We also rely extensively on third-party vendors to retain data, process transactions and provide other systems services. These systems and our systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer worms, viruses 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 may be able to penetrate our network security and misappropriate our confidential information, create system disruptions or cause shutdowns.

We may become subject to litigation or threatened litigation that 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 and other intellectual property that they consider to be similar to ours. Any such commercial dispute and related resolution would involve all of the risks described above, including, in particular, our agreement to restrict the use of our brand name or other intellectual property.

We also could be sued for personal injuries and/or property damage occurring on our properties. The liability insurance we maintain may not cover all costs and expenses arising from such lawsuits.

The acquisition of new properties that lack operating history with us will make it more difficult to predict our operating results.

With respect to acquisitions, if we fail to accurately estimate occupancy levels, rental rates, operating costs or costs of improvements to bring an acquired property up to the standards established for our intended market position, the performance of the property may be below expectations. Acquired properties may have characteristics or deficiencies affecting their valuation or profitability potential that we have not yet discovered. We cannot assure that the performance of properties acquired by us will increase or be maintained following our acquisition.

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Costs associated with complying with the ADA may result in unanticipated expenses.

Under the ADA, places of public accommodation are required to meet certain federal requirements related to access and use by disabled persons. These requirements became effective in 1992. A number of additional U.S. federal, state and local laws may also require modifications to our properties, or restrict certain further renovations of the properties, with respect to access thereto by disabled persons. Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. If one or more of our properties is not in compliance with the ADA or other legislation, then we would be required to incur additional costs to bring the property into compliance. If we incur substantial costs to comply with the ADA or other legislation, our financial condition, results of operations, cash flow, per share trading price of our common shares and our ability to satisfy our debt service obligations and to make cash distributions to our shareholders could be adversely affected.

Environmental compliance costs and liabilities associated with operating our properties may affect our results of operations.

Under various U.S. federal, state and local laws, ordinances and regulations, owners and operators of real estate may be liable for the costs of investigating and remediating certain hazardous substances or other regulated materials on or in such property. CERCLA and comparable state laws typically impose strict joint and several liabilities without regard to whether the owner or operator knew of, or was responsible for, the presence of such substances or materials. The presence of such substances or materials, or the failure to properly remediate such substances, may adversely affect the owner's or operator's ability to lease, sell or rent such property or to borrow using such property as collateral. Persons who arrange for the disposal or treatment of hazardous substances or other regulated materials may be liable for the costs of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such person. Certain environmental laws impose liability for release of asbestos-containing materials into the air and third-parties may seek recovery from owners or operators of real properties for personal injury associated with asbestos-containing materials.

Certain environmental laws also impose liability, without regard to knowledge or fault, for removal or remediation of hazardous substances or other regulated materials upon owners and operators of contaminated property even after they no longer own or operate the property. Moreover, the past or present owner or operator from which a release emanates could be liable for any personal injuries or property damages that may result from such releases, as well as any damages to natural resources that may arise from such releases.

Certain environmental laws impose compliance obligations on owners and operators of real property with respect to the management of hazardous materials and other regulated substances. For example, environmental laws govern the management of asbestos-containing materials and lead-based paint. Failure to comply with these laws can result in penalties or other sanctions.

In connection with the ownership, operation and management of our current or past properties and any properties that we may acquire and/or manage in the future, we could be legally responsible for environmental liabilities or costs relating to a release of hazardous substances or other regulated materials at or emanating from such property. In order to assess the potential for such liability, we conduct an environmental assessment of each property prior to acquisition and manage our properties in accordance with environmental laws while we own or operate them. We have engaged qualified, reputable and adequately insured environmental consulting firms to perform environmental site assessments of all of our properties prior to acquisition and are not aware of any environmental issues that are expected to materially impact the operations of any property.

No assurances can be given that existing environmental studies with respect to any of our properties reveal all environmental liabilities, that any prior owner or operator of our properties did not create any material environmental condition not known to us, or that a material environmental condition does not otherwise exist as to any one or more of our properties. There also exists the risk that material environmental conditions, liabilities or compliance concerns may have arisen after the review was completed or may arise in the future. Finally, future laws, ordinances or regulations and future interpretations of existing laws, ordinances or regulations may impose additional material environmental liability.

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We rely on our PROs' on-site personnel to maximize tenant satisfaction at each of our properties, and any difficulties they encounter in hiring, training and maintaining skilled on-site personnel may harm our operating performance.

Our PROs had approximately 1,000 personnel in the management and operation of our portfolio as of December 31, 2017 . The general professionalism of site managers and staff are contributing factors to a site's ability to successfully secure rentals and retain tenants. We rely on our PROs' on-site personnel to maintain clean and secure self storage properties. If our PROs are unable to successfully recruit, train and retain qualified on-site personnel, the quality of service we and our PROs strive to provide at our properties could be adversely affected, which could lead to decreased occupancy levels and reduced operating performance of our properties.

We and certain of our PROs have tenant insurance- and/or tenant protection plan-related arrangements that are in some cases subject to state-specific governmental regulation, which may adversely affect our results.

We and certain of our PROs have tenant insurance- and/or tenant protection plan-related arrangements with regulated insurance companies and our tenants. Some of our PROs earn access fees and commissions in connection with these arrangements. We receive a portion of the fees and commissions from these PROs. The tenant insurance and tenant protection plan businesses, including the payments associated with these arrangements, are in some cases subject to state-specific governmental regulation. State regulatory authorities generally have broad discretion to grant, renew and revoke licenses and approvals, to promulgate, interpret and implement regulations, and to evaluate compliance with regulations through periodic examinations, audits and investigations of the affairs of insurance industry participants. Although these arrangements are managed by our property management platform and/or certain of our PROs who have developed marketing programs and management procedures to navigate the regulatory environment, as a result of regulatory or private action in any jurisdiction in which we operate, we may be temporarily or permanently suspended from continuing some or all of our tenant insurance- and/or tenant protection plan-related activities, or otherwise fined or penalized or suffer an adverse judgment, which could adversely affect our business and results of operations.

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

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

Uninsured losses or losses in excess of our insurance coverage could adversely affect our financial condition, operating results and cash flow.

We maintain comprehensive liability, fire, flood, earthquake, wind (as deemed necessary or as required by our lenders), extended coverage and rental loss insurance with respect to our properties. Certain types of losses, however, may be either uninsurable or not economically insurable, such as losses due to earthquakes, hurricanes, tornadoes, riots, acts of war or terrorism. Should an uninsured loss occur, we could lose both our investment in and anticipated profits and cash flow from a property. In addition, if any such loss is insured, we may be required to pay significant amounts on any claim for recovery of such a loss prior to our insurer being obligated to reimburse us for the loss, or the amount of the loss may exceed our coverage for the loss. As a result, our operating results may be adversely affected.

Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties.

Because real estate investments are relatively illiquid, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions is limited. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, that are beyond our control. We cannot predict whether we will be able to sell any property for the price or on the terms set by us or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a property. In addition, we may be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure you that we will have funds available to correct those defects or to make those improvements.

In acquiring a property, we may agree to transfer restrictions that materially restrict us from selling that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. For example, we are party to certain agreements with our PROs that provide that, until March 31, 2023, our operating partnership shall not, and shall cause its subsidiaries not to, sell, dispose or otherwise transfer any

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property that is a part of the applicable self storage property portfolio relating to a series of subordinated performance units without the consent of the partners (including us) holding at least 50% of the then outstanding OP units and the partners holding at least 50% of the then outstanding series of subordinated performance units that relate to the applicable property, except for sales, dispositions or other transfers of a property to wholly owned subsidiaries of our operating partnership. These restrictions may require us to keep certain properties that we would otherwise sell, which could have an adverse effect on our results of operations, financial condition, cash flow and ability to execute our business plan.

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

Events or conditions beyond our control that may adversely affect our operations or the value of our properties include but are not limited to:


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


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


•	vacancies or changes in market rents for self storage space;


•	inability to collect rent from customers;


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


•	changes in interest rates and availability of financing;


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


•	significant expenditures associated with acquisitions, 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 space, 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.

We may assume unknown liabilities in connection with the acquisition of self storage properties, which, if significant, could materially and adversely affect our operating results, financial condition and business.

The Company has acquired and plans to further acquire, through our operating partnership, additional self storage properties, or legal entities owning self storage properties, from third-party sellers or contributors that are subject to existing liabilities, some of which may be unknown at the time the sale or contribution is consummated. Unknown liabilities might include liabilities for cleanup or remediation of undisclosed environmental conditions, claims of tenants, vendors or other persons dealing with such entities, tax liabilities and accrued but unpaid liabilities incurred in the ordinary course of business. As part of such transactions, these contributors make and have made limited representations and warranties to us regarding the entities, properties and other assets to be acquired by our operating partnership and generally agree to indemnify our operating partnership for 12 months after the closing of the consolidation for breaches of such representations. Because many liabilities may not be identified within such period, we may have no recourse against the contributors for such liabilities. Moreover, to the extent the contributors are or become PROs, we may choose not to enforce, or to enforce less vigorously, our rights against them due to our desire to maintain our ongoing relationship with our PROs, which could adversely affect our operating results and business. Any unknown or unquantifiable liability that we assume for which we have no or limited recourse could materially and adversely affect our operating results, financial condition and business.

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Our business could be harmed if key personnel terminate their employment with us.

Our success depends, to a significant extent, on the continued services of Arlen D. Nordhagen and Tamara D. Fischer and the other members of our senior management team. At the time of our initial public offering, Mr. Nordhagen and Ms. Fischer entered into new employment agreements with us. These employment agreements provide for an initial three-year term of employment for these executives and automatic one-year extensions thereafter unless either party provides at least 90 days' notice of non-renewal. Notwithstanding these agreements, there can be no assurance that any of them will remain employed by us. The loss of services of one or more members of our senior management team could harm our business and our prospects.

We invest in strategic joint ventures that subject us to additional risks.

Some of our investments may be structured as strategic joint ventures. Part of our strategy is to opportunistically partner with institutional funds and other institutional investors to acquire attractive portfolios through a promoted return structure. These arrangements are driven by the magnitude of capital required to complete the acquisitions and maintain the acquired portfolios. Such arrangements involve risks not present where a third party is not involved, including the possibility that partners or co-venturers might become bankrupt or otherwise fail to fund their share of required capital contributions. Additionally, partners or co-venturers might at any time have economic or other business interests or goals different from us.

Joint ventures generally provide for a reduced level of control over an acquired project because governance rights are shared with others. Accordingly, certain major decisions relating to joint ventures, including decisions relating to, among other things, the approval of annual budgets, sales and acquisitions of properties, financings, and certain actions relating to bankruptcy, are often made by a majority vote of the investors or by separate agreements that are reached with respect to individual decisions. In addition, such decisions may be subject to the risk that the partners or co-venturers may make business, financial or management decisions with which we do not agree or take risks or otherwise act in a manner that does not serve our best interests. Because we may not have the ability to exercise control over such operations, we may not be able to realize some or all of the benefits that we believe will be created from our involvement. At times, we and our partners or co-venturers may also each have the right to trigger a buy-sell arrangement, which could cause us to sell our interest, or acquire our partners' or co-venturers' interest, at a time when we otherwise would not have initiated such a transaction. If any of the foregoing were to occur, our business, financial condition and results of operations could suffer as a result.

Risks Related to Our Structure and Our Relationships with Our PROs

Some of our PROs have limited experience operating under the Company's capital structure, and we may not be able to achieve the desired outcomes that the structure is intended to produce.

Some of our PROs have limited experience operating under our capital structure. As a means of incentivizing our PROs to drive operating performance and support the sustainability of the operating cash flow from the properties they manage on our behalf, we issued each PRO subordinated performance units aimed at aligning the interests of our PROs with our interests and those of our shareholders. The subordinated performance units are entitled to distributions exclusively tied to the performance of each PRO's managed portfolios but only after minimum performance thresholds are satisfied. Our issuance of such units, however, may have been and could be based on inaccurate valuations and thus misallocated, which would limit or eliminate the effectiveness of our intended incentive-based program. Moreover, difficulties in aligning incentives and implementing our structure could allow a PRO to underperform without triggering our right to terminate the applicable facilities portfolio and asset management agreements and transfer management rights of the PRO to us (or a designee) or cause our management to be distracted from other aspects of our business, which could adversely affect our operating results and business.

We are restricted in making property sales on account of agreements with our PROs that may require us to keep certain properties that we would otherwise sell.

The partnership unit designations related to our subordinated performance units provide that, until March 31, 2023, our operating partnership may not sell, dispose or otherwise transfer any property that is a part of the applicable self storage property portfolio relating to a series of subordinated performance units without the consent of the partners (including us) holding at least 50% of the then outstanding OP units and the consent of partners holding at least 50% of the then outstanding series of subordinated performance units that relate to the applicable property, except for sales, dispositions or other transfers of a property to wholly owned subsidiaries of our operating partnership. This restriction may require us to keep certain properties that we would otherwise sell, which could have an adverse effect on our

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results of operations, financial condition, cash flow and ability to execute our business plan. In addition, we may enter into agreements with future PROs that contain the same or similar restrictions or that impose such restrictions for different periods.

Our ability to terminate our facilities portfolio management agreements and asset management agreements with a PRO is limited, which may adversely affect our ability to execute our business plan.

We may elect to terminate our facilities portfolio management agreements and asset management agreements with a PRO and transfer property management responsibilities over the properties managed by such PRO to us (or our designee), (i) upon certain defaults by a PRO as set forth in these agreements, or (ii) if the PRO's properties, on a portfolio basis, fail to meet certain pre-determined performance thresholds for more than two consecutive calendar years or if the operating cash flow generated by the properties of the PRO for any calendar year falls below a level that will enable us to fund minimum levels of distributions, debt service payments attributable to the properties, and fund the properties' allocable operating expenses. Consequently, to the extent a PRO complies with these covenants, standards, and minimum requirements, we may not be able to terminate the applicable facilities portfolio management agreements and asset management agreements and transfer property management responsibilities over such properties even if our board of trustees believes that such PRO is not properly executing our business plan and/or is failing to operate its properties to their full potential. Moreover, transferring the management responsibilities over the properties managed by a PRO may be costly or difficult to implement or may be delayed, even if we are able to and believe that such a change in portfolio and property management would be beneficial to us and our shareholders.

We may less vigorously pursue enforcement of terms of agreements entered into with our PROs because of conflicts of interest with our PROs.

Our PROs are entities that have contributed or will contribute through contribution agreements, self storage properties, or legal entities owning self storage properties, to our operating partnership or DownREIT partnerships in exchange for ownership interests in our operating partnership or DownREIT partnerships. As part of each transaction, our PROs make and have made limited representations and warranties to our operating partnership regarding the entities, properties and other assets to be acquired by our operating partnership or DownREIT partnerships in the contribution and generally agree to indemnify our operating partnership for 12 months after the closing of the contribution for breaches of such representations. Such indemnification is limited, however, and our operating partnership is not entitled to any other indemnification in connection with the contributions. In addition, following each contribution from a PRO, the day-to-day operations of each of the managed properties will be managed by the PRO who was the principal of the applicable self storage property portfolios prior to the contribution. In addition, certain of our PROs are members of our board of trustees, members of our PRO advisory committee, or are executive officers of the Company. Consequently, we may choose not to enforce, or to enforce less vigorously, our rights under these agreements and any other agreements with our PROs due to our desire to maintain our ongoing relationship with our PROs, which could adversely affect our operating results and business.

We own self storage properties in some of the same geographic regions as our PROs and may compete for tenants with other properties managed by our PROs.

Pursuant to the facilities portfolio management agreements with our PROs, each PRO has agreed that, without our consent, the PRO will not, and it will cause its affiliates not to, enter into any new agreements or arrangements for the management of additional self storage properties, other than the properties we are not acquiring and the properties each PRO contributes to our operating partnership. However, we have not and will not acquire all of the self storage properties of our PROs. We will therefore own self storage properties in some of the same geographic regions as our PROs, and, as a result, we may compete for tenants with our PROs. This competition may affect our ability to attract and retain tenants and may reduce the rental rates we are able to charge, which could adversely affect our operating results and business.

Our PROs may engage in other activities, diverting their attention from the management of our properties, which could adversely affect the execution of our business plan and our operating results.

Our PROs and their employees and personnel are in the business of managing self storage properties. We have agreed that our PROs may continue to manage properties not included in our portfolio, and our PROs are not obligated to dedicate any specific employees or personnel exclusively to the management of our properties. As a result, their time and efforts may be diverted from the management of our properties, which could adversely affect the execution of our business plan and our operating results.

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When a PRO elects or is required to "retire" we may become exposed to new and additional costs and risks.

Under the facilities portfolio management agreements, after a two year period following the later of completion of our initial public offering or the initial contribution of their properties to us, a PRO may elect, or be required, to "retire" from the self storage business. Upon a retirement event, management of the properties will be transferred to us (or our designee) in exchange for OP units with a value equal to four times the average of the normalized annual EBITDA from the management contracts related to such PRO's managed portfolio over the immediately preceding 24-month period. As a result of this transfer, we may become exposed to new and additional costs and risks. Accordingly, the retirement of a PRO may adversely affect our financial condition and operating results.

Our formation transactions and subsequent contribution transactions were generally not negotiated on an arm's-length basis and may not be as favorable to us as if they had been negotiated with unaffiliated third parties.

We did not conduct arm's-length negotiations with certain of the parties involved regarding the terms of the formation transactions and subsequent contribution transactions, including the contribution agreements, facilities portfolio management agreements, sales commission agreements, asset management agreements and registration rights agreements. In the course of structuring the formation transactions and subsequent contribution transactions, certain members of our senior management team and other contributors had the ability to influence the type and level of benefits that they received from us. Accordingly, the terms of the formation transactions and subsequent contribution transactions may not solely reflect the best interests of us or our shareholders and may be overly favorable to the other party to such transactions and agreements.

Conflicts of interest could arise with respect to certain transactions between the holders of OP units (including subordinated performance units), which include our PROs, on the one hand, and us and our shareholders, on the other.

Conflicts of interest could arise with respect to the interests of holders of OP units (including subordinated performance units), on the one hand, which include members of our senior management team, PROs, and trustees (including Arlen D. Nordhagen, our chief executive officer, president and chairman of the board of trustees) and us and our shareholders, on the other. In particular, the consummation of certain business combinations, the sale, disposition or transfer of certain of our assets or the repayment of certain indebtedness that may be desirable to us and our shareholders could have adverse tax consequences to such unit holders. In addition, our trustees and officers have duties to the Company under applicable Maryland law in connection with their management of the Company. At the same time, we have fiduciary duties, as a general partner, to our operating partnership and to the limited partners under Delaware law in connection with the management of our operating partnership. Our duties as a general partner to our operating partnership and its partners may come into conflict with the duties of our trustees and officers to the Company and our shareholders. The partnership agreement of our operating partnership does not require us to resolve such conflicts in favor of either the Company or the limited partners in our operating partnership. Further, there can be no assurance that any procedural protections we implement to address these or other conflicts of interest will result in optimal outcomes for us and our shareholders.

The partnership agreement of our operating partnership contains provisions that may delay, defer or prevent a change in control.

The partnership agreement of our operating partnership provides that subordinated performance unit holders holding more than 50% of the voting power of the subordinated performance units must approve certain change of control transactions involving us unless, as a result of such transactions, the holders of subordinated performance units are offered a choice (1) to allow their subordinated performance units to remain outstanding without the terms thereof being materially and adversely changed or the subordinated performance units are converted into or exchanged for equity securities of the surviving entity having terms and conditions that are substantially similar to those of the subordinated performance units (it being understood that we may not be the surviving entity and that the parent of the surviving entity or the surviving entity may not be publicly traded) or (2) to receive for each subordinated performance unit an amount of cash, securities or other property payable to a holder of OP units had such holder exercised its right to exchange its subordinated performance units for OP units without taking into consideration a specified conversion penalty associated with such an exchange. In addition, in the case of any such change of control transactions in which we have not received the consent of OP unit holders holding more than 50% of the OP units (other than those held by the Company or its subsidiaries) and of subordinated performance unit holders holding more than 50% of the voting power of the subordinated performance units (other than those held by the Company or its subsidiaries), such transaction is required to be approved by a companywide vote of limited partners holding more than 50% of our outstanding OP

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units in which OP units (including for this purpose OP units held by us and our subsidiaries) are voted and subordinated performance units (not held by us and our subsidiaries) are voted on an applicable as converted basis and in which we will be deemed to vote the OP units held by us and our subsidiaries in proportion to the manner in which all of our outstanding common shares were voted at a shareholders meeting relating to such transaction. These approval rights could delay, deter, or prevent a transaction or a change in control that might involve a premium price for our common shares or otherwise be in the best interests of our shareholders.

We may change our investment and financing strategies and enter into new lines of business without shareholder consent, which may subject us to different risks.

We may change our business and financing strategies and enter into new lines of business at any time without the consent of our shareholders, which could result in our making investments and engaging in business activities that are different from, and possibly riskier than, the investments and businesses described in this document. A change in our strategy or our entry into new lines of business may increase our exposure to other risks or real estate market fluctuations.

Certain provisions of Maryland law could inhibit a change in our control.

Certain provisions of the Maryland General Corporation Law (the "MGCL") applicable to a Maryland real estate investment trust may have the effect of inhibiting a third-party from making a proposal to acquire us or of impeding a change in our 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 such shares. The "business combination" provisions of the MGCL, subject to limitations, prohibit certain business combinations between a REIT and an "interested shareholder" (defined generally as any person who beneficially owns 10% or more of the voting power of our then outstanding voting shares or an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of our then outstanding voting shares) or an affiliate thereof for five years after the most recent date on which the shareholder becomes an interested shareholder and, thereafter, imposes special appraisal rights and special shareholder voting requirements on these combinations. These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by the board of trustees of a REIT prior to the time that the interested shareholder becomes an interested shareholder. Pursuant to the statute, our board of trustees has by resolution exempted business combinations between us and (1) any other person, provided that the business combination is first approved by our board of trustees (including a majority of trustees who are not affiliates or associates of such person), (2) Arlen D. Nordhagen and any of his affiliates and associates and (3) any person acting in concert with the foregoing, from these provisions of the MGCL. As a result, such persons may be able to enter into business combinations with us that may not be in the best interests of our shareholders without compliance by us with the supermajority vote requirements and other provisions of the statute. This resolution, however, may be altered or repealed in whole or in part at any time. If this resolution is repealed, or our board of trustees does not otherwise approve a business combination, this statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.

The "control share" provisions of the MGCL provide that holders of "control shares" of a Maryland real estate investment trust (defined as voting shares which, when aggregated with all other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in the election of trustees) acquired in a "control share acquisition" (defined as the direct or indirect acquisition of ownership or control of issued and outstanding "control shares," subject to certain exceptions) have no voting rights with respect to such shares except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding votes entitled to be cast by the acquirer of control shares, our officers and our trustees who are also our employees. Our bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of our shares. There can be no assurance that this provision will not be amended or eliminated at any time in the future.

Our authorized but unissued common and preferred shares may prevent a change in our control.

Our declaration of trust authorizes us to issue additional authorized but unissued common shares and preferred shares. In addition, our board of trustees may, without common shareholder approval, increase the aggregate number of our authorized shares or the number of shares of any class or series that we have authority to issue and classify or reclassify any unissued common shares or preferred shares, and may set or change the preferences, rights and other terms of any unissued classified or reclassified shares. As a result, among other things, our board may establish a class or series of common shares or preferred shares that could delay or prevent a transaction or a change in our control that might involve a premium price for our common shares or otherwise be in the best interests of our shareholders.

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Our rights and the rights of our shareholders to take action against our trustees and officers are limited, which could limit your recourse in the event of actions not in your best interest.

Our declaration of trust limits the liability of our present and former trustees and officers to us and our shareholders for money damages to the maximum extent permitted under Maryland law. Under current Maryland law, our present and former trustees and officers will not have any liability to us or our shareholders for money damages other than liability resulting from:


•	actual receipt of an improper benefit or profit in money, property or services; or


•	active and deliberate dishonesty by the trustee or officer that was established by a final judgment and is material to the cause of action.

Our declaration of trust authorizes us to indemnify our present and former trustees and officers for actions taken by them in those capacities to the maximum extent permitted by Maryland law. Our bylaws require us to indemnify each present and former trustee or officer, to the maximum extent permitted by Maryland law, in connection with any proceeding to which he or she is made, or threatened to be made, a party to or witness in by reason of his or her service to us as a trustee or officer or in certain other capacities. In addition, we may be obligated to pay or reimburse the expenses incurred by our present and former trustees and officers without requiring a preliminary determination of their ultimate entitlement to indemnification. As a result, we and our shareholders may have more limited rights against our present and former trustees and officers than might otherwise exist absent the current provisions in our declaration of trust and bylaws or that might exist with other companies, which could limit your recourse in the event of actions not in your best interest.

Our declaration of trust contains provisions that make removal of our trustees difficult, which could make it difficult for our shareholders to effect changes to our management.

Our declaration of trust provides that, subject to the rights of holders of one or more classes or series of preferred shares, a trustee may be removed with or without cause, by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of trustees. Vacancies on our board of trustees generally may be filled only by a majority of the remaining trustees in office, even if less than a quorum. These requirements make it more difficult to change our management by removing and replacing trustees and may prevent a change in our control that is in the best interests of our shareholders.

Restrictions on ownership and transfer of our shares may restrict change of control or business combination opportunities in which our shareholders might receive a premium for their shares.

In order for us to qualify as a REIT for each taxable year, no more than 50% in value of our outstanding shares may be owned, directly or constructively, by five or fewer individuals during the last half of any calendar year, and at least 100 persons must beneficially own our shares during at least 335 days of a taxable year of 12 months, or during a proportionate portion of a shorter taxable year. "Individuals" for this purpose include natural persons, private foundations, some employee benefit plans and trusts, and some charitable trusts. To assist us in preserving our REIT qualification, among other purposes, our declaration of trust generally prohibits, among other limitations, any person from beneficially or constructively owning more than 9.8% in value or in number of shares, whichever is more restrictive, of our aggregate outstanding shares of all classes and series, the outstanding shares of any class or series of our preferred shares or our outstanding common shares. These ownership limits and the other restrictions on ownership and transfer of our shares contained in our declaration of trust could have the effect of discouraging a takeover or other transaction in which holders of our common shares might receive a premium for their shares over the then prevailing market price or which holders might believe to be otherwise in their best interests. Our board of trustees has established exemptions from these ownership limits which permits certain of our institutional investors to hold up to 20% of our common shares and up to 25% of our preferred shares.

Risks Related to Our Debt Financings

There are risks associated with our indebtedness.

There is no assurance that we will succeed in securing expansions of our credit facility or Term Loan Facility.

Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following:


•	our cash flow may be insufficient to meet our required principal and interest payments;

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•	we may be unable to borrow additional funds as needed or on favorable terms, including to make acquisitions or to continue to make distributions required to maintain our qualification as a REIT;


•	we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;


•	because a portion of our debt that bears interest at variable rates is not hedged, a material increase in interest rates could materially increase our interest expense;


•	we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms;


•	our debt level could place us at a competitive disadvantage compared to our competitors with less debt;


•	we may experience increased vulnerability to economic and industry downturns, reducing our ability to respond to changing business and economic conditions;


•	we may default on our obligations and the lenders or mortgagees may foreclose on our properties that secure their loans and receive an assignment of rents and leases;


•	we may default on our obligations and the lenders or mortgagees may enforce our guarantees;


•	we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations; and


•	our default under any one of our mortgage loans with cross-default or cross-collateralization provisions could result in a default on other indebtedness or result in the foreclosures of other properties.

Disruptions in the financial markets could affect our ability to obtain debt financing on reasonable terms or at all and have other adverse effects on us.

Uncertainty in the credit markets may negatively impact our ability to access additional debt financing or to refinance existing debt maturities on favorable terms (or at all), which may negatively affect our ability to make acquisitions. A downturn in the credit markets may cause us to seek alternative sources of potentially less attractive financing, and may require us to adjust our business plans accordingly. In addition, these factors may make it more difficult for us to sell properties or may adversely affect the price we receive for properties that we do sell, as prospective buyers may experience increased costs of debt financing or difficulties in obtaining debt financing.

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

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

Increases in interest rates may increase our interest expense and adversely affect our cash flow and our ability to service our indebtedness and make cash distributions to our shareholders, and our decision to hedge against interest rate risk might not be effective.

As of December 31, 2017 , we had approximately $958.1 million of debt outstanding, of which approximately $88.5 million , or 9.2%, is subject to variable interest rates (excluding variable-rate debt subject to interest rate swaps). Although the credit markets have recently experienced historic lows in interest rates, if interest rates continue to rise, the interest rates on our variable-rate debt could be higher than current levels, which could increase our financing costs and decrease our cash flow and our ability to pay cash distributions to our shareholders. For example, if market rates of interest on this variable-rate debt increased by 100 basis points (excluding variable-rate debt with interest rate swaps), the increase in interest expense would decrease future earnings and cash flows by approximately $0.9 million annually.

Although we have historically sought, and may in the future seek, to manage our exposure to interest rate volatility by using interest rate hedging arrangements, these arrangements may not be effective. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate

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fluctuations. Failure to hedge effectively against interest rate changes may adversely affect our financial condition, results of operations and ability to make cash distributions to our shareholders.

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

Our credit facility and Term Loan Facility contain (and any new or amended facility we may enter into from time to time will likely contain) customary affirmative and negative covenants, including financial covenants that, among other things, cap our total leverage at 60% of our gross asset value (as defined in our credit facility and Term Loan Facility), require us to have a minimum fixed charge coverage ratio of 1.5 to 1, and require us to have a minimum net worth (as defined in our credit facility) of at least $682.6 million plus 75% of the net proceeds of equity issuances. In the event that we fail to satisfy our covenants, we would be in default under our credit agreements and may be required to repay such debt with capital from other sources. Under such circumstances, other sources of debt or equity capital may not be available to us, or may be available only on unattractive terms. Moreover, the presence of such covenants could cause us to operate our business with a view toward compliance with such covenants, which might not produce optimal returns for shareholders.

Risks Related to Our Qualification as a REIT

Our failure to qualify or remain qualified as a REIT would subject us to U.S. federal income tax and applicable state and local taxes, which would reduce the amount of operating cash flow to our shareholders.

We have elected and we believe that we have qualified to be taxed as a REIT commencing with our taxable year ended December 31, 2015. We have not requested, and do not intend to request a ruling from the Internal Revenue Service ("IRS"), that we qualify as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions and Treasury Regulations promulgated thereunder for which there are limited judicial and administrative interpretations. The complexity of these provisions and of applicable Treasury Regulations is greater in the case of a REIT that, like us, holds its assets through partnerships, and judicial and administrative interpretations of the U.S. federal income tax laws governing REIT qualification are limited. To qualify as a REIT, we must meet, on an ongoing basis through actual operating results, various tests regarding the nature and diversification of our assets and our income, the ownership of our outstanding shares and the amount of our distributions. Our compliance with the REIT income and quarterly asset requirements also depends upon our ability to manage successfully the composition of our income and assets on an ongoing basis. Our ability to satisfy these asset tests depends upon our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals. Moreover, new legislation, court decisions or administrative guidance may, in each case possibly with retroactive effect, make it more difficult or impossible for us to qualify as a REIT. Thus, while we believe that we have been organized and operated and we intend to operate so that we will continue to qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations and the possibility of future changes in our circumstances, no assurance can be given that we have qualified or will so qualify for any particular year. These considerations also might restrict the types of assets that we can acquire or services that we can provide in the future.

If we fail to qualify as a REIT in any taxable year, and we do not qualify for certain statutory relief provisions, we would be required to pay U.S. federal income tax on our taxable income at regular corporate rates, and distributions to our shareholders would not be deductible by us in determining our taxable income. In such a case, we might need to borrow money, sell assets, or reduce or even cease making distributions in order to pay our taxes. Our payment of income tax would reduce significantly the amount of operating cash flow to our shareholders. Furthermore, if we fail to maintain our qualification as a REIT, we no longer would be required to make distributions to our shareholders. In addition, unless we were eligible for certain statutory relief provisions, we could not re-elect to be taxed as a REIT until the fifth calendar year following the year in which we failed to qualify.

Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flow.

Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and assets, including taxes on any undistributed income, state or local income and property and transfer taxes, including real property transfer taxes. In addition, we could, in certain circumstances, be required to pay an excise or penalty tax (which could be significant in amount) in order to utilize one or more relief provisions under the Code to maintain our qualification as a REIT. Any of these taxes would decrease operating cash flow to our shareholders. In addition, in order to meet the REIT qualification requirements, or to avert the imposition of a 100% tax that applies to certain gains derived by a REIT from dealer property or inventory, we may hold some of our assets or provide certain services to our tenants through one or more TRSs, or other subsidiary corporations that will be subject to corporate-

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level income tax at regular corporate rates. Any TRSs or other taxable corporations in which we invest will be subject to U.S. federal, state and local corporate taxes. Furthermore, if we acquire appreciated assets from a corporation that is or has been a subchapter C corporation in a transaction in which the adjusted tax basis of such assets in our hands is less than the fair market value of the assets, determined at the time we acquired such assets, and if we subsequently dispose of any such assets during the 5-year period following the acquisition of the assets from the C corporation, we will be subject to tax at the highest corporate tax rates on any gain from the disposition of such assets to the extent of the excess of the fair market value of the assets on the date that we acquired such assets over the basis of such assets on such date, which we refer to as built-in gains. Payment of these taxes generally could materially and adversely affect our income, cash flow, results of operations, financial condition, liquidity and prospects, and could adversely affect the value of our common shares and our ability to make distributions to our shareholders.

Failure to make required distributions would subject us to tax, which would reduce the operating cash flow to our shareholders.

In order to qualify as a REIT, we must distribute to our shareholders each calendar year at least 90% of our net taxable income (excluding net capital gain). To the extent that we satisfy the 90% distribution requirement, but distribute less than 100% of our net taxable income (including net capital gain), we would be subject to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will incur a 4% non-deductible excise tax on the amount, if any, by which our distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. Although we intend to distribute our net taxable income to our shareholders in a manner intended to satisfy the REIT 90% distribution requirement and to avoid the 4% non-deductible excise tax, it is possible that we, from time to time, may not have sufficient cash to distribute 100% of our net taxable income. There may be timing differences between our actual receipt of cash and the inclusion of items in our income for U.S. federal income tax purposes. Accordingly, there can be no assurance that we will be able to distribute net taxable income to shareholders in a manner that satisfies the REIT distribution requirements and avoids the 4% non-deductible excise tax.

To maintain our REIT qualification, we may be forced to borrow funds during unfavorable market conditions.

In order to maintain our REIT qualification and avoid the payment of income and excise taxes, we may need to borrow funds to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from, among other things, timing differences between the actual receipt of cash and inclusion of income for federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments. These sources, however, may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of factors, including the market's perception of our growth potential, our current debt levels, the per share trading price of our common shares, and our current and potential future earnings. We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, and could adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common shares.

Complying with the REIT requirements may cause us to forgo and/or liquidate otherwise attractive investments.

To qualify as a REIT, we must ensure that at least 75% of our gross income for each taxable year, excluding certain amounts, is derived from certain real property-related sources, and at least 95% of our gross income for each taxable year, excluding certain amounts, is derived from certain real property-related sources and passive income such as dividends and interest. In addition, we must ensure that, at the end of each calendar quarter, at least 75% of the value of our total assets consists of cash, cash items, U.S. government securities and qualified real estate assets. The remainder of our investment in securities generally cannot include more than 10% of the outstanding voting securities of any one issuer (other than U.S. government securities, securities of corporations that are treated as TRSs and qualified real estate assets) or more than 10% of the total value of the outstanding securities of any one issuer (other than government securities, securities of corporations that are treated as TRSs and qualified real estate assets). In addition, in general, no more than 5% of the value of our assets can consist of the securities of any one issuer (other than U.S. government securities, securities of corporations that are treated as TRSs and qualified real estate assets), no more than 20% (25% for taxable years beginning prior to January 1, 2018) of the value of our total assets can be represented by securities of one or more TRSs and no more than 25% of the value of our assets can consist of debt instruments issued by publicly offered REITs that are not otherwise secured by real property. If we fail to comply with these asset requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences.

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To meet these tests, we may be required to take or forgo taking actions that we would otherwise consider advantageous. For instance, in order to satisfy the gross income or asset tests applicable to REITs under the Code, we may be required to forgo investments that we otherwise would make. Furthermore, we may be required to liquidate from our portfolio otherwise attractive investments. In addition, we may be required to make distributions to shareholders at disadvantageous times or when we do not have funds readily available for distribution. These actions could reduce our income and amounts available for distribution to our shareholders. Thus, compliance with the REIT requirements may hinder our investment performance.

We may be subject to a 100% tax on income from "prohibited transactions," and this tax may limit our ability to sell assets or require us to restructure certain of our activities in order to avoid being subject to the tax.

We will be subject to a 100% tax on any income from a prohibited transaction. "Prohibited transactions" generally include sales or other dispositions of property (other than property treated as foreclosure property under the Code) that is held as inventory or primarily for sale to customers in the ordinary course of a trade or business by a REIT, either directly or indirectly through certain pass-through subsidiaries. The characterization of an asset sale as a prohibited transaction depends on the particular facts and circumstances.

The 100% tax will not apply to gains from the sale of inventory that is held through a TRS or other taxable corporation, although such income will be subject to tax in the hands of the corporation at regular corporate income tax rates.

Our TRSs will be subject to U.S. federal income tax and will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our TRSs are not conducted on arm's length terms.

We may conduct certain activities (such as facilitating sales by our PROs of tenant insurance, of which we receive a portion of the proceeds, selling packing supplies and locks and renting trucks or other moving equipment) through one or more TRSs.

A TRS is a corporation other than a REIT in which a REIT directly or indirectly holds stock, and that has made a joint election with such REIT to be treated as a TRS. If a TRS owns more than 35% of the total voting power or value of the outstanding securities of another corporation, such other corporation will also be treated as a TRS. Other than some activities relating to lodging and health care properties, a TRS may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A TRS is subject to U.S. federal income tax as a regular C corporation.

No more than 20% (25% for taxable years beginning prior to January 1, 2018) of the value of a REIT's total assets may consist of stock or securities of one or more TRSs. This requirement limits the extent to which we can conduct our activities through TRSs. The values of some of our assets, including assets that we hold through TRSs, may not be subject to precise determination, and values are subject to change in the future. Furthermore, if a REIT lends money to a TRS, the TRS may be unable to deduct all or a portion of the interest paid to the REIT, which could increase the tax liability of the TRS. In addition, the Code imposes a 100% tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm's length basis. We intend to structure transactions with any TRS on terms that we believe are arm's length to avoid incurring the 100% excise tax described above. There can be no assurances, however, that we will be able to avoid application of the 100% tax.

If our operating partnership is treated as a corporation for U.S. federal income tax purposes, we will cease to qualify as a REIT.

We believe our operating partnership qualifies as a partnership for U.S. federal income tax purposes. As a partnership for U.S. federal income tax purposes, our operating partnership will not be subject to U.S. federal income tax on its income. Instead, each of its partners, including us, will be required to pay tax on its allocable share of our operating partnership's income. No assurance can be provided, however, that the IRS will not challenge our operating partnership's status as a partnership for U.S. federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating our operating partnership as a corporation for U.S. federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs. As a result, we would cease to qualify as a REIT and both we and our operating partnership would become subject to U.S. federal, state and local income tax. The payment by our operating partnership of income tax would reduce significantly the amount of cash available to our operating partnership to satisfy obligations to make principal and interest payments on its debt and to make distribution to its partners, including us.

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Dividends payable by REITs generally do not qualify for the reduced tax rates on dividend income from regular corporations, which could adversely affect the value of our shares.

The maximum U.S. federal income tax rate for certain qualified dividends payable to domestic shareholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, are generally not eligible for these reduced rates for qualified dividends and therefore, dividends received (or deemed received) by REIT shareholders in 2017 may be subject to a 39.6% maximum U.S. federal income tax rate on ordinary income when paid to such shareholders. Beginning in 2018 (and through taxable years ending in 2025), the newly enacted Tax Cuts and Jobs Act ("TCJA") permits a deduction for certain pass-through business income, including "qualified REIT dividends" (generally, dividends received by a REIT shareholder that are not designated as capital gain dividends or qualified dividend income), which will allow U.S. individuals, trusts, and estates to deduct up to 20% of such amounts, subject to certain limitations, resulting in an effective maximum U.S. federal income tax rate of 29.6% on such qualified REIT dividends. Although the reduced U.S. federal income tax rate applicable to dividend income from regular corporate dividends does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to qualified dividends from C corporations could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our shares.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code may limit our ability to hedge our assets and operations. Under these provisions, any income that we generate from transactions intended to hedge our interest rate risk will be excluded from gross income for purposes of the REIT 75% and 95% gross income tests if (i) the instrument (a) hedges interest rate risk on liabilities used to carry or acquire real estate assets or (b) hedges an instrument described in clause (a) for a period following the extinguishment of the liability or the disposition of the asset that was previously hedged by the hedged instrument, and (ii) the relevant instrument is properly identified under applicable Treasury regulations. Income from hedging transactions that do not meet these requirements will generally constitute non-qualifying income for purposes of both the REIT 75% and 95% gross income tests. As a result of these rules, we may have to limit our use of hedging techniques that might otherwise be advantageous or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our TRS will generally not provide any tax benefit, although, subject to limitation, such losses may be carried back or forward against past or future taxable income in the TRS. Under the TCJA, net operating losses generated beginning in 2018 may not be used to offset more than 80% of our TRS's taxable income. Net operating losses generated beginning in 2018 can be carried forward indefinitely but can no longer be carried back.

The ability of our board of trustees to revoke our REIT election without shareholder approval may cause adverse consequences to our shareholders.

Our declaration of trust provides that the board of trustees may revoke or otherwise terminate our REIT election, without the approval of our shareholders, if the board determines that it is no longer in our best interest to attempt to, or continue to, qualify as a REIT. If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our net taxable income and we generally would no longer be required to distribute any of our net taxable income to our shareholders, which may have adverse consequences on our total return to our shareholders.

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

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

The TCJA, which was signed into law on December 22, 2017, significantly changes U.S. federal income tax laws applicable to businesses and their owners, including REITs and their shareholders, and may lessen the relative competitive advantage of operating as a REIT rather than as a C corporation. For additional discussion, see " Recent U.S. Federal Income Tax Legislation ".

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Risks Related to Our Common Shares and Preferred Shares

Common shares and preferred shares eligible for future sale may have adverse effects on our share price.

Subject to applicable law and the rules of any stock exchange on which our shares may be listed or traded, our board of trustees, without common shareholder approval, may authorize us to issue additional authorized and unissued common shares and preferred shares on the terms and for the consideration it deems appropriate and may amend our declaration of trust to increase the total number of shares, or the number of shares of any class or series, that we are authorized to issue. In addition, our operating partnership may issue OP units, which are redeemable for cash or, at our option exchangeable on a one-for-one basis into common shares after an agreed period of time and certain other conditions, preferred units of limited partnership interest, which are redeemable for cash or, at our option exchangeable on a one-for-one basis into our 6.000% Series A cumulative redeemable preferred shares of beneficial interest ("Series A Preferred Shares") and subordinated performance units, which are only convertible into OP units beginning two years following the initial issuance of the applicable series and then (i) at the holder's election only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate or (ii) at our election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations. Notwithstanding the two-year lock out period on conversions of subordinated performance units into OP units, if all such subordinated performance units were convertible into OP units as of December 31, 2017 , each subordinated performance unit would on average hypothetically convert into 1.46 OP units, or into an aggregate of approximately 23.3 million OP units. These amounts are based on historical financial information for the trailing twelve months ended December 31, 2017 . The hypothetical conversion is calculated by dividing the average cash available for distribution, or CAD, per subordinated performance unit by 110% of the CAD per OP unit over the same period. We anticipate that as our CAD grows over time, the conversion ratio will also grow, including to levels that may exceed this amount. The actual number of OP units into which such subordinated performance units will become convertible may vary significantly and will depend upon the applicable conversion penalty and the actual CAD to the OP units and the actual CAD to the converted subordinated performance units in the one-year period ending prior to conversion. We have also granted registration rights to those persons who will be eligible to receive common shares issuable upon exchange of OP units issued in our formation transactions and certain contribution transactions.

Pursuant to the registration rights agreements, we have filed a shelf registration statement on Form S-3 to register the offer and resale of the common shares issuable upon exchange of OP units (or securities convertible into or exchangeable for OP units and we expect to file a shelf registration statement on Form S-3 to register the offer and resale of the Series A Preferred Shares issuable upon the exchange of our 6.000% Series A-1 cumulative redeemable preferred units of limiting partnership interest ("Series A-1 Preferred Units") in the Company's operating partnership). We have the right to include common shares to be sold for our own account or other holders in the shelf registration statement. We are required to use all commercially reasonable efforts to keep such shelf registration statement continuously effective for a period ending when all common shares covered by the shelf registration statement are no longer Registrable Shares, as defined in the shelf registration statement.

We intend to bear the expenses incident to these registration requirements except that we will not bear the costs of (i) any underwriting fees, discounts or commissions, (ii) out-of-pocket expenses of the persons exercising the registration rights or (iii) transfer taxes.

We cannot predict the effect, if any, of future sales of our common or preferred shares or the availability of shares for future sales, on the market price of our common or preferred shares. The market price of our common shares may decline significantly when the restrictions on resale by certain of our shareholders lapse. Sales of substantial amounts of common or preferred shares or the perception that such sales could occur may adversely affect the prevailing market price for our common shares.

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

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


•	the operational and financial performance of our properties;

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•	capital expenditures with respect to existing and newly acquired properties;


•	general and administrative expenses associated with our operation as a publicly-held REIT;


•	maintenance of our REIT qualification;


•	the amount of, and the interest rates on, our debt and the ability to refinance our debt;


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


•	other risk factors described in this Annual Report on Form 10-K.

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

Future offerings of debt or equity securities, which may rank senior to our common shares, may adversely affect the market price of our common shares.

If we decide to issue debt securities in the future, which would rank senior to our common shares, it is likely that they will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any equity securities or convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common shares and may result in dilution to owners of our common shares. We and, indirectly, our shareholders will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our common shares will bear the risk of our future offerings reducing the market price of our common shares and diluting the value of their share holdings in us.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

As of December 31, 2017 , we held ownership interests in and operated a geographically diversified portfolio of 515 properties, located in 29 states, comprising approximately 32.1 million rentable square feet, configured in approximately 255,000 storage units. Of these properties, we consolidated 444 self storage properties that contain approximately 27.2 million rentable square feet and we held a 25% ownership interest in 71 unconsolidated Joint Venture properties that contain approximately 4.9 million rentable square feet.

The following table sets forth summary information regarding our consolidated properties by state as of December 31, 2017 .



	Number of	Number of	Rentable	% of Rentable		Period-end
State	Properties	Units	Square Feet	Square Feet		Occupancy
California ⁽¹⁾	81	48,634	6,123,199	22.4	%	90.9	%
Oregon	58	23,541	2,966,129	10.9	%	85.5	%
Texas	58	23,133	3,290,185	12.0	%	87.1	%
Georgia	33	13,554	1,829,965	6.7	%	86.2	%
Florida	30	21,884	2,093,566	7.7	%	86.8	%
Oklahoma	30	13,905	1,903,079	7.0	%	83.6	%
North Carolina	29	13,103	1,599,784	5.9	%	89.4	%
Arizona	16	9,099	1,061,879	3.9	%	86.2	%
Indiana	16	8,790	1,135,022	4.2	%	82.8	%
Washington	15	5,065	644,700	2.4	%	88.4	%
Louisiana ⁽¹⁾	14	6,326	859,307	3.2	%	82.9	%
Colorado	11	5,059	615,353	2.3	%	89.8	%
Nevada	11	5,752	727,014	2.7	%	91.8	%
New Hampshire	10	4,190	509,475	1.9	%	87.8	%
Ohio	7	2,690	348,838	1.3	%	86.2	%
South Carolina	4	1,211	147,530	0.5	%	88.9	%
Illinois	4	1,991	270,911	1.0	%	77.7	%
Kansas	3	1,297	215,035	0.8	%	80.4	%
Mississippi	3	864	114,311	0.4	%	89.9	%
Missouri	3	1,013	152,889	0.6	%	72.3	%
Maryland	2	1,172	123,512	0.5	%	81.6	%
New Mexico	2	1,154	155,125	0.6	%	89.6	%
Alabama	1	761	109,676	0.4	%	88.0	%
Kentucky	1	380	60,950	0.2	%	94.2	%
Massachusetts	1	284	42,650	0.2	%	89.9	%
Virginia	1	598	81,965	0.3	%	82.5	%
Total/Weighted Average	444	215,450	27,182,049	100.0	%	87.3	%

^{(1) Five of the California properties and one of the Louisiana properties are subject to non-cancelable leasehold interest agreements that are classified as operating leases. See "Note 12. Commitments and Contingencies" in Item 8. "Financial Statements and Supplementary Data."}

The following table sets forth summary information regarding our Joint Venture properties by state as of December 31, 2017 .



	Number of	Number of	Rentable	% of Rentable		Period-end
State	Properties	Units	Square Feet	Square Feet		Occupancy
Florida	21	11,482	1,331,230	26.9	%	86.5	%
Alabama	11	4,065	611,002	12.4	%	85.8	%
California	11	6,921	942,393	19.1	%	85.4	%
New Jersey	10	7,521	925,105	18.7	%	87.8	%
Other ⁽¹⁾	18	9,126	1,130,521	22.9	%	86.0	%
Total	71	39,115	4,940,251	100.0	%	86.3	%



(1) Other states in the unconsolidated real estate venture include Arizona, Delaware, Georgia, Nevada, New Mexico, Pennsylvania, Ohio, Texas and Virginia.

Our portfolio consists of self storage properties that are designed to offer customers convenient, affordable, and secure storage units. Generally, our properties are in highly visible locations clustered in states or markets with strong population and job growth and are specifically designed to accommodate residential and commercial tenants with features such as security systems, electronic gate entry, easy access, climate control, and pest control. Our units typically range from 25 square feet to 300 square feet, and some of our properties also offer outside storage for vehicles, boats, and equipment. We provide 24-hour access to many storage units through computer controlled access systems, as well as alarm and sprinkler systems on many of our individual storage units. Almost all of the storage units in our portfolio are leased on a month-to-month basis providing us the flexibility to increase rental rates over time as market conditions permit. Additional information on our consolidated self storage properties is contained in "Schedule III - Real Estate and Accumulated Depreciation" in this Annual Report on Form 10-K.

Item 3. Legal Proceedings

We are not currently subject to any legal proceedings that we consider to be material.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for the Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common shares have been listed and traded on the NYSE under the symbol "NSA" since April 22, 2015. Prior to that time there was no public market for our common shares. The following table sets forth the quarterly high and low sales prices of our common shares, as reported on the NYSE, and the dividends declared in the quarterly periods indicated:



					Dividends
					Declared
	High		Low		(per share)
2017
December 31, 2017	$	28.55	$	23.72	$	0.28
September 30, 2017	24.50		21.17		0.26
June 30, 2017	26.15		21.76		0.26
March 31, 2017	24.86		21.51		0.24

2016
December 31, 2016	$	22.45	$	18.91	$	0.24
September 30, 2016	22.86		18.81		0.22
June 30, 2016	22.78		19.11		0.22
March 31, 2016	21.70		15.67		0.20

Holders

On February 26, 2018, the closing price of our common shares as reported by the NYSE was $24.91. As of February 26, 2018, the Company had 25 record holders of its common shares. The 25 holders of record do not include the beneficial owners of common shares whose shares are held by a broker or bank. Such information was obtained from our transfer agent and registrar.

Dividends

Since our initial quarter as a publicly-traded REIT, we have made regular quarterly distributions to our shareholders. Holders of common shares are entitled to receive distributions when declared by our board of trustees out of any assets legally available for that purpose. In order to maintain our status as a REIT, we are required to distribute at least 90% of our "REIT taxable income," which is generally equivalent to our net taxable ordinary income, determined without regard to the deduction for dividends paid and excluding net capital gains to our shareholders annually in order to maintain our REIT qualification for U.S. federal income tax purposes.

Common share dividends are characterized for U.S. federal income tax purposes as ordinary income, capital gains, return of capital or a combination thereof. Each year we communicate to shareholders the tax characterization of the common share dividends paid during the preceding year. Our tax return for the year ended December 31, 2017 has not yet been filed and consequently, the taxability information presented for our dividends paid in 2017 is based upon management's estimate. The following table summarizes the taxability of our dividends per common share for the year ended December 31, 2017 :



	Year Ended
	December 31, 2017
Ordinary Income	$	0.802443
Return of Capital	$	0.237557

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Our credit facility and Term Loan Facility include customary affirmative and negative covenants, including a restriction on dividends and other restricted payments, but permits dividends and distributions during any four consecutive fiscal quarters in an aggregate amount of up to 95% of the Company's funds from operations (as defined in our credit facility and Term Loan Facility) for such period, subject to certain non-cash adjustments, or such amount as may be necessary to maintain the Company's REIT status.

Equity Compensation Plan Information

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

Unregistered Sales of Equity Securities

During the three months ended December 31, 2017 , the Company, in its capacity as general partner of its operating partnership, caused the operating partnership to issue 219,914 common shares to satisfy redemption requests from certain limited partners.

On October 3, 2017, the operating partnership issued 26,049 OP units to Nordhagen LLLP, an entity for which Arlen D. Nordhagen, the Company's chairman and chief executive officer, holds voting and/or investment power, 115,918 OP units each to JM Trust and Lamb Family Trust, each an affiliate of Guardian, one of the Company's existing PROs, and 2,605 OP units to an unrelated third party as partial consideration for the acquisition of a self storage property.

On October 16, 2017, the operating partnership issued 22,214 subordinated performance units to SecurCare Self Storage Inc., an affiliate of SecurCare, one of the Company's existing PROs and an affiliate of Arlen D. Nordhagen, the Company's chairman and chief executive officer and 23,121 subordinated performance units to Move It B Units, LLC, an affiliate of Move It, one of the Company's existing PROs, in exchange for cash in connection with the acquisition of one self storage property from an unrelated third party.

On November 15, 2017, the operating partnership issued 59,375 OP units and 8,218 subordinated performance units as partial consideration for the acquisition of one self storage property from Newberg Storage LLC, an affiliate of Northwest, one of the Company's existing PROs and an affiliate of Kevin Howard, a trustee of the Company.

On December 14, 2017, the operating partnership issued 181,981 OP units and 121,320 subordinated performance units, including 60,660 subordinated performance units to Howard Family Limited Partnership I ("HFLP"), an affiliate of Kevin Howard, a trustee of the Company, as partial consideration for the acquisition of one self storage property from HFLP and unrelated third parties.

On January 4, 2018 and February 20, 2018, the operating partnership issued, in the aggregate, 44,738 subordinated performance units to Move It B Units, LLC, an affiliate of one of the Company's existing PROs, as partial consideration for the acquisition of three self storage properties from unrelated third parties.

On January 10, 2018, the operating partnership issued 11,490 subordinated performance units to Personal Mini Storage NSA, LLC, an affiliate of one of the Company's existing PROs, as partial consideration for the acquisition of one self storage property from an unrelated third party.

On January 22, 2018 and December 31, 2017, the Operating Partnership issued 47,546 OP units, in the aggregate, in exchange for $1.3 million of principal payment reimbursements received during the year ended December 31, 2017 related to mortgages assumed in connection with the acquisition of 16 self storage properties from the PROs during the year ended December 31, 2014, which includes 1,505 OP units issued to HFLP, an affiliate of Kevin Howard, a trustee of the Company.

On February 1, 2018, January 11, 2018 and January 4, 2018, the Operating Partnership issued, in the aggregate, 316,103 Series A-1 Preferred Units and 464,056 OP units as partial consideration for the acquisition of a portfolio of 15 self storage properties from an unrelated third party.

Following a specified lock up period after the respective dates of issuance set forth above, the OP units and Series A-1 Preferred Units issued by the operating partnership may be redeemed from time to time by holders for a cash amount per OP unit or Series A-1 Preferred Unit, respectively, equal to the market value of an equivalent number of common shares of the Company or Series A Preferred Shares, respectively. The Company has the right, but not the obligation, to assume and satisfy the redemption obligation of the operating partnership described above by issuing one common share in exchange for each OP unit tendered for redemption and one Series A Preferred Share in exchange for each Series A-1 Preferred Unit tendered for redemption, subject to adjustments. The Company has elected to report

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early the private placement of its common shares that may occur if the Company elects to assume the redemption obligation of the operating partnership as described above in the event that OP units are in the future tendered for redemption.

Following a two year lock-up period, holders of subordinated performance units may elect, only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate, to convert all or a portion of such subordinated performance units into OP units one time each year by submitting a completed conversion notice prior to December 1 of such year. All duly submitted conversion notices will become effective on the immediately following January 1. For additional information about the conversion or exchange of subordinated performance units into OP units, see Note 10 to the consolidated financial statements in Item 8.

As of February 26, 2018, other than those OP units held by the Company, 31,785,915 OP units were outstanding (including 779,506 outstanding Long-Term Incentive Plan Units ("LTIP units") and 1,834,786 outstanding OP units in certain consolidated subsidiaries of the operating partnership ("DownREIT OP units"), which are convertible into, or exchangeable for, OP units on a one-for-basis, subject to certain conditions).

These issuances were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

Issuer Purchases of Equity Securities

During the three months ended December 31, 2017 , certain of our employees surrendered common shares owned by them to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted shares. The table below summarizes all of our repurchases of common shares during the quarter ended December 31, 2017 :



Period	Total number of shares purchased		-	Total number of shares purchased as part of publicly announced plans or programs	Maximum numbers of shares that may yet be purchased under the plans or programs
October 1 - October 31, 2017	—			n/a	n/a
November 1 - November 30, 2017	—			n/a	n/a
December 1 - December 31, 2017	1,087	⁽¹⁾		n/a	n/a



(1) The number of shares purchased represents restricted common shares surrendered by certain of our employees to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted common shares issued to them. The price paid per share was $27.26 and is based on the closing price of our common shares as of December 29, 2017, the date of withholding.

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Performance Graph

The SEC requires us to present a chart comparing the cumulative total shareholder return, assuming reinvestment of dividends, on our common shares with the cumulative total shareholder return of (i) a broad equity index and (ii) a published industry or peer group index. The following chart compares the yearly cumulative total shareholder return for our common shares with the cumulative shareholder return of companies on (i) the S&P 500 Index, (ii) the Russell 2000 and (iii) the NAREIT All Equity REIT Index as provided by NAREIT for the period beginning April 23, 2015 and ending December 31, 2017 .



	Period Ending
Index	4/23/2015		12/31/2015		12/31/2016		12/31/2017
National Storage Affiliates Trust	$	100	$	137	$	184	$	238
S&P 500	100		98		110		134
Russell 2000	100		91		109		126
NAREIT All Equity REIT Index	100		101		109		119

The foregoing item assumes $100.00 invested on April 23, 2015, with dividends reinvested. The Performance Graph will not be deemed to be incorporated by reference into any filing by NSA under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that NSA specifically incorporates the same by reference.

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Item 6. Selected Financial Data

The following table sets forth our selected historical financial and operating data as of and for the periods indicated. You should read the information below in conjunction with the financial statements and notes thereto included in Item 8. "Financial Statements and Supplementary Data" and Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Annual Report on Form 10-K.

In order to present certain of our selected historical financial and operating data in a way that offers a period to period comparison, the historical results of operations and certain other information for the year ended December 31, 2013 are presented on a basis that combines the results of operations and certain other information of National Storage Affiliates Trust and its consolidated subsidiaries for the nine months ended December 31, 2013 with those of the combined subsidiaries of SecurCare Self Storage, Inc. (our "predecessor") for the three months ended March 31, 2013. The combination of our historical financial data with the historical financial data of our predecessor does not comply with U.S. generally accepted accounting principles ("GAAP") and is not intended to represent what our consolidated results of operations would have been if the Company had commenced operations as of January 1, 2013. We have not included or excluded revenues or expenses that would have resulted if we had commenced operations on January 1, 2013.

The historical statements of operations data for the years ended December 31, 2017, 2016, 2015 and 2014 has been derived from the historical audited consolidated statement of operations of the Company for such periods. The historical statements of operations data for the year ended December 31, 2013 is presented on a combined basis and is derived by combining the historical audited consolidated statement of operations of the Company for the nine months ended December 31, 2013 with the historical audited consolidated statement of operations of our predecessor for the three months ended March 31, 2013. The consolidated balance sheet data (i) as of December 31, 2017, 2016, 2015, 2014 and 2013 has been derived from the historical audited consolidated balance sheets of the Company as of such dates. Our financial statements have been prepared in accordance with GAAP. Dollars in the following table are in thousands, except per share amounts.



	Year Ended December 31,
	NSA											Combined ⁽¹⁾
	2017			2016			2015		2014			2013
OPERATING DATA:
Total revenue	$	268,130		$	199,046		$	133,919	$	76,970		$	40,164
Total operating expenses	189,630			141,390			102,328		59,887			28,847
Income from operations	78,500			57,656			31,591		17,083			11,317
Net income (loss)	45,998			24,866			4,796		(16,357		)	(11,734		)
Net (income) loss attributable to noncontrolling interests ⁽²⁾	(43,037		)	(6,901		)	7,644		16,357			10,481
Net income (loss) attributable to the Company and our predecessor	2,961			17,965			12,440		—			(1,253		)
Earnings (loss) per share—basic ⁽³⁾	$	0.01		$	0.60		$	0.80	$	—		$	—
Earnings (loss) per share—diluted ⁽³⁾	$	0.01		$	0.31		$	0.17	$	—		$	—
Weighted average shares outstanding—basic ⁽³⁾	44,423			29,887			15,463		1			1
Weighted average shares outstanding—diluted ⁽³⁾	44,423			78,747			45,409		1			1
Dividends declared per common share	$	1.04		$	0.88		$	0.54	$	—		$	—
BALANCE SHEET DATA (at end of period)
Self storage properties, net	$	2,104,875		$	1,733,533		$	1,079,101	$	799,327		$	346,319
Total assets	2,266,730			1,892,092			1,099,049		832,746			368,293
Debt financing	958,097			878,954			567,795		597,691			298,748
Total equity (deficit)	$	1,271,487		$	979,068		$	516,047	$	214,104		$	55,197

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	Year Ended December 31,
	NSA								Combined ⁽¹⁾
	2017		2016		2015		2014		2013
OTHER DATA (at end of period)
Number of properties ⁽⁴⁾	444		382		277		219		137
Rentable square feet (in thousands) ⁽⁵⁾	27,182		23,077		15,770		12,067		6,626
Occupancy percentage ⁽⁶⁾	87	%	88	%	89	%	85	%	83	%



(1) Combined in the table above for the year ended December 31, 2013 are our predecessor's historical results for the three months ended March 31, 2013 and the Company's historical results for the nine months ended December 31, 2013.
(2) While we control our operating partnership, we did not have an ownership interest or share in our operating partnership's profits and losses prior to the completion of our initial public offering. As a result, all of our operating partnership's profits and losses for the periods ended December 31, 2014 and 2013 were allocated to owners other than us.
(3) Earnings per share for the year ended December 31, 2013 has been computed by excluding our predecessor's net loss for the three months ended March 31, 2013. In addition, the weighted average shares outstanding has been computed for the period beginning on April 1, 2013, the date the Company commenced its operations.
(4) For a discussion of our acquisition and disposition activity during the years ended December 31, 2017 and 2016, see "Note 6. Self Storage Property Acquisitions and Dispositions" in Item 8. "Financial Statements and Supplementary Data."
(5) Rentable square feet includes all enclosed self storage units but excludes commercial, residential, and covered parking space.
(6) Represents total occupied rentable square feet divided by total rentable square feet as of the end of the period.

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the financial statements and notes thereto included in Item 8. "Financial Statements and Supplementary Data" as well as Item 1. "Business," Item 1A. "Risk Factors," and Item 2. "Properties," respectively, in this Annual Report on Form 10-K.

Overview

Our Structure

Our structure promotes operator accountability as subordinated performance units issued to our PROs in exchange for the contribution of their properties are entitled to distributions only after those properties satisfy minimum performance thresholds. In the event of a material reduction in operating cash flow, distributions on our subordinated performance units will be reduced before or disproportionately to distributions on our common shares held by our common shareholders. In addition, we expect our PROs will generally co-invest subordinated equity in the form of subordinated performance units in each acquisition that they source, and the value of these subordinated performance units will fluctuate with the performance of their managed portfolios. Therefore, our PROs are incentivized to select acquisitions that are expected to exceed minimum performance thresholds, thereby increasing the value of their subordinated equity stake. We expect that our shareholders will benefit from the higher levels of property performance that our PROs are incentivized to deliver.

Our PROs

We had eight PROs as of December 31, 2017 : SecurCare, Northwest, Optivest, Guardian, Move It, Storage Solutions, Hide Away and Personal Mini. We seek to further expand our platform by continuing to recruit additional established self storage operators, while integrating our operations through the implementation of centralized initiatives, including management information systems, revenue enhancement, and cost optimization programs. Our national platform allows us to capture cost savings by eliminating redundancies and utilizing economies of scale across the property management platforms of our PROs while also providing greater access to lower-cost capital.

On July 1, 2017, SecurCare and Move It terminated SecurCare's sub-management relationship with Move It. In connection with this transaction, the Company, SecurCare and Move It completed a series of transactions modifying Move It's relationship with the Company to permit Move It to hold OP units and a new series of subordinated performance units directly.

Our Consolidated Properties

As of December 31, 2017 , we owned a geographically diversified portfolio of 444 self storage properties, located in 26 states, comprising approximately 27.2 million rentable square feet, configured in approximately 215,000 storage units. Of these properties, 245 were acquired by us from our PROs and 199 were acquired by us from third-party sellers.

Our Joint Venture

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As of December 31, 2017 , our Joint Venture, in which we have a 25% ownership interest, owned and operated a portfolio of 71 properties containing approximately 4.9 million rentable square feet, configured in approximately 39,000 storage units and located across 13 states.

Our Property Management Platform

Additionally, during the year ended December 31, 2017, the Company acquired 13 consolidated self storage properties for which our property management platform directs, manages and controls the day-to-day operations and affairs. These 13 properties are located in select markets in Illinois, Kansas, Maryland, Missouri and Virginia and comprise approximately 0.8 million rentable square feet, configured in approximately 6,100 storage units.

Results of Operations

When reviewing our results of operations it is important to consider the timing of acquisition activity. We acquired 65 self storage properties during the year ended December 31, 2017 and 107 self storage properties during the year ended December 31, 2016 . As a result of these and other factors, we do not believe that our historical results of operations discussed and analyzed below are comparable or necessarily indicative of our future results of operations or cash flows.

To help analyze the operating performance of our self storage properties, we also discuss and analyze operating results relating to our same store portfolio. Our same store portfolio is defined as those properties owned and operated since the first day of the earliest year presented, excluding any properties sold, expected to be sold or subject to significant changes such as expansions or casualty events which cause the portfolio's year-over-year operating results to no longer be comparable.

The following discussion and analysis of the results of our operations and financial condition should be read in conjunction with the accompanying consolidated financial statements in Item 8. Certain figures, such as interest rates and other percentages, included in this section have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our consolidated financial statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.

Year Ended December 31, 2017 compared to the Year Ended December 31, 2016

Net income was $46.0 million for the year ended December 31, 2017 , compared to $24.9 million for the year ended December 31, 2016 , an increase of $21.1 million . The increase was primarily due to an increase in net operating income ("NOI") resulting from self storage properties acquired during 2016 and 2017 , increases in management fees and other revenue, gains from the sale of self storage properties and decreases in acquisition costs, partially offset by increases in depreciation and amortization, interest expense and general and administrative expenses. For a description of NOI, see " Non-GAAP Financial measures – NOI ".

Overview

As of December 31, 2017 , our same store portfolio consisted of 277 self storage properties which consists of only those properties that were included in our consolidated financial statements since January 1, 2016. See "---Results of Operations" above for the definition of our same store portfolio. The following table illustrates the changes in rental revenue, other property-related revenue, management fees and other revenue, property operating expenses, and other expenses for the year ended December 31, 2017 compared to the year ended December 31, 2016 (dollars in thousands):

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	Year Ended December 31,
	2017			2016			Change
Rental revenue
Same store portfolio	$	165,858		$	157,097		$	8,761
Non-Same store portfolio	85,956			34,081			51,875
Total rental revenue	251,814			191,178			60,636
Other property-related revenue
Same store portfolio	5,468			5,012			456
Non-Same store portfolio	2,787			1,047			1,740
Total other property-related revenue	8,255			6,059			2,196
Property operating expenses
Same store portfolio	53,045			52,034			1,011
Non-Same store portfolio	31,410			12,764			18,646
Total property operating expenses	84,455			64,798			19,657
Net operating income
Same store portfolio	118,281			110,075			8,206
Non-same store portfolio	57,333			22,364			34,969
Total net operating income	175,614			132,439			43,175
Management fees and other revenue	8,061			1,809			6,252
General and administrative expenses	(30,060		)	(21,528		)	(8,532		)
Depreciation and amortization	(75,115		)	(55,064		)	(20,051		)
Income from operations	78,500			57,656			20,844
Other (expense) income
Interest expense	(34,068		)	(24,109		)	(9,959		)
Loss on early extinguishment of debt	—			(136		)	136
Equity in losses of unconsolidated real estate venture	(2,339		)	(1,484		)	(855		)
Acquisition costs	(593		)	(6,546		)	5,953
Non-operating expense	(58		)	(147		)	89
Gain on sale of self storage properties	5,715			—			5,715
Other expense	(31,343		)	(32,422		)	1,079
Income before income taxes	47,157			25,234			21,923
Income tax expense	(1,159		)	(368		)	(791		)
Net income	45,998			24,866			21,132
Net income attributable to noncontrolling interests	(43,037		)	(6,901		)	(36,136		)
Net income attributable to National Storage Affiliates Trust	2,961			17,965			(15,004		)
Distributions to preferred shareholders	(2,300		)	—			(2,300		)
Net income attributable common shareholders	$	661		$	17,965		$	(17,304	)

Total Revenue

Our total revenue increased by $69.1 million , or 34.7% , for the year ended December 31, 2017 , as compared to the year ended December 31, 2016 . This increase was primarily attributable to incremental rental revenue from self storage properties acquired during 2016 and 2017 , regular rental increases for in-place tenants, and management fees and other revenue earned from our Joint Venture, partially offset by a decrease in average total portfolio occupancy from 89.7% to 88.9% . Average occupancy is calculated based on the average of the month-end occupancy immediately preceding the period presented and the month-end occupancies included in the respective period presented.

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Rental Revenue

Rental revenue increased by $60.6 million , or 31.7% , for the year ended December 31, 2017 , as compared to the year ended December 31, 2016 . The increase in rental revenue was due to a $51.9 million increase in non-same store rental revenue which was primarily attributable to incremental rental revenue of $15.1 million from 65 self storage properties acquired during 2017 , and $36.7 million from 107 self storage properties acquired during 2016 . Same store portfolio rental revenues increased $8.8 million , or 5.6% , due to a 5.8% increase , from $11.02 to $11.66 , in same store rental revenue divided by average occupied square feet ("rental revenue per occupied square foot"), driven primarily by increased contractual lease rates and fees.

Other Property-Related Revenue

Other property-related revenue represents ancillary income from our self storage properties, such as tenant insurance-related access fees and commissions and sales of storage supplies. Other property-related revenue increased by $2.2 million , or 36.2% , for the year ended December 31, 2017 , as compared to the year ended December 31, 2016 . This increase resulted from a $1.7 million increase in non-same store other property-related revenue which was primarily attributable to incremental other property-related revenue of $0.4 million from 65 self storage properties acquired during 2017 , and $1.3 million from 107 self storage properties acquired during 2016 .

Management Fees and Other Revenue

Management fees and other revenue increased by $6.3 million , for the year ended December 31, 2017 , as compared to the year ended December 31, 2016 . The increase primarily resulted from a full year's worth of management and other fees for managing and operating the Joint Venture, which began its operations on October 4, 2016. The Joint Venture pays certain customary fees to us for managing and operating the Joint Venture properties, including property management fees, call center fees, platform fees and acquisition fees.

Total Operating Expenses

Total operating expenses increase d $48.2 million , or 34.1% , for the year ended December 31, 2017 , compared to the year ended December 31, 2016 . As discussed below, this change was primarily due to an increase of $19.7 million in property operating expenses (which included $0.2 million of clean-up costs from hurricanes Harvey and Irma), $8.5 million in general and administrative expenses, and $20.1 million in depreciation and amortization.

Property Operating Expenses

Property operating expenses increase d $19.7 million , or 30.3% , for the year ended December 31, 2017 compared to the year ended December 31, 2016 . This increase resulted from a $18.6 million increase in non-same store property operating expenses primarily attributable to incremental property operating expenses of $5.7 million from 65 self storage properties acquired during 2017 , and $12.9 million from 107 self storage properties acquired during 2016 . In addition, same store portfolio property operating expenses increased $1.0 million , or 1.9% , due to increases in property taxes and repairs and maintenance expenses.

General and Administrative Expenses

General and administrative expenses increased $8.5 million , or 39.6% , for the year ended December 31, 2017 , compared to the year ended December 31, 2016 . This increase was attributable to increase s in supervisory and administrative fees charged by our PROs of $3.4 million primarily as a result of incremental fees related to the self storage properties we acquired in 2016 and 2017, costs related to our property management platform of $2.7 million, salaries and benefits of $1.2 million and equity-based compensation expense of $1.2 million.

Depreciation and Amortization

Depreciation and amortization increased $20.1 million , or 36.4% , for the year ended December 31, 2017 , compared to the year ended December 31, 2016 . This increase was attributable to incremental depreciation expense related to the self storage properties we acquired in 2016 and 2017. In addition, amortization of customer in-place leases increased $1.5 million from $12.0 million for the year ended December 31, 2016 to $13.5 million for the year ended December 31, 2017 .

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Interest Expense

Interest expense increased $10.0 million , or 41.3% , for the year ended December 31, 2017 , compared to the year ended December 31, 2016 . The increase in interest expense was primarily due to higher interest rates on the Revolver, the new Term Loan C borrowing during February 2017, a new $84.9 million secured debt financing we entered into during August 2017 and a $0.5 million decrease in amortization of debt premiums.

Loss On Early Extinguishment of Debt

Loss on early extinguishment of debt decreased $0.1 million for the year ended December 31, 2017 , compared to the year ended December 31, 2016 . During the year ended December 31, 2016 , in connection with an amendment to our credit facility, one of the lenders that was included in the syndicated group of lenders prior to the amendment is no longer a participating lender following the amendment, which constitutes an extinguishment of debt for accounting purposes. As a result, we wrote off $0.1 million of unamortized debt issuance costs, which is the amount attributed to the lender no longer included in the lending syndicate.

Equity In Losses Of Unconsolidated Real Estate Venture

During the year ended December 31, 2017 , we recorded $2.3 million of equity in losses from our Joint Venture compared to $1.5 million for the year ended December 31, 2016 . The increase of $0.9 million of equity in losses can be attributed to a full year's worth of operations at the Joint Venture. Equity in losses of unconsolidated real estate venture represents our share of earnings and losses earned through our 25% ownership interest in the Joint Venture. The Joint Venture recorded net losses of $9.4 million during the year ended December 31, 2017 , primarily due to NOI of $36.3 million , offset by $29.2 million of depreciation and amortization, $11.4 million of interest expense and $5.1 million of supervisory, administrative, acquisition and other expenses. The Joint Venture recorded net losses of $5.9 million during the year ended year ended December 31, 2016 , primarily due to NOI of $8.3 million, offset by $6.2 million of depreciation and amortization, $4.3 million of other expenses, primarily consisting of acquisition costs associated with the JV Portfolio, $2.8 million of interest expense and $0.9 million of supervisory, administrative and other expenses.

Acquisition Costs

Acquisition costs decreased $6.0 million , or 90.9% , for the year ended December 31, 2017 , compared to the year ended December 31, 2016 . This decrease was due to a reduction in the number of properties acquired and the adoption of ASU 2017-01 during the year ended December 31, 2017 . As a result of the adoption of ASU 2017-01, the self storage properties acquired during the year ended December 31, 2017 were accounted for as asset acquisitions, and accordingly, $3.6 million of acquisition costs related to the self storage property acquisitions during the year ended December 31, 2017 were capitalized as part of the basis of the acquired properties.

Gain On Sale of Self Storage Properties

Gain on sale of self storage properties increased $5.7 million for the year ended December 31, 2017 , compared to the year ended December 31, 2016 . This increase resulted from the sale of three self storage properties and improved land adjacent to self storage properties during the year ended December 31, 2017 for gross proceeds of $17.8 million .

Income Tax Expense

Income tax expense increased $0.8 million , or 214.9% , for the year ended December 31, 2017 , compared to the year ended December 31, 2016 . The increase in income tax expense was primarily related to growth in the Company's portfolio contributing to increases in certain state and local taxes that are considered income-based taxes and increases in the Company's tax provision for its taxable REIT subsidiary, through which the Company provides management and other services to the Joint Venture as well as other activities.

Net Income Attributable to Noncontrolling Interests

As discussed in Note 2 to the consolidated financial statements in Item 8, we allocate GAAP income (loss) utilizing the HLBV method, in which we allocate income or loss based on the change in each unitholders' claim on the net assets of our operating partnership at period end after adjusting for any distributions or contributions made during such period.

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Distributions to Preferred Shareholders

During the year ended December 31, 2017 , we paid $2.3 million of distributions to our preferred shareholders, which represents a prorated quarterly distribution resulting from the issuance of our Series A Preferred Shares on October 11, 2017.

Year Ended December 31, 2016 compared to the Year Ended December 31, 2015

Net income was $24.9 million for the year ended December 31, 2016, compared to $4.8 million for the year ended December 31, 2015, an increase of $20.1 million. The increase was primarily due to an increase in NOI resulting from an additional 107 self storage properties we acquired from January 1, 2016 to December 31, 2016, partially offset by increases in depreciation and amortization, general and administrative expenses, interest expense, and acquisition costs.

Overview

As of December 31, 2016, our same store portfolio consisted of 222 self storage properties. We owned 160 self storage properties that did not yet meet the same store portfolio criteria as of December 31, 2016, which included 159 self storage properties that we acquired subsequent to January 1, 2015 and a property we expanded during 2015 which caused the property's year-over-year operating results to no longer be comparable. See "---Results of Operations" above for the definition of our same store portfolio. The following table illustrates the changes in rental revenue, other property-related revenue, management fees and other revenue, property operating expenses, and other expenses for the year ended December 31, 2016 compared to the year ended December 31, 2015 (dollars in thousands):



	Year Ended December 31,
	2016			2015			Change
Rental revenue
Same store portfolio	$	123,773		$	114,764		$	9,009
Non-Same store portfolio	67,405			15,105			52,300
Total rental revenue	191,178			129,869			61,309
Other property-related revenue
Same store portfolio	3,777			3,626			151
Non-Same store portfolio	2,282			424			1,858
Total other property-related revenue	6,059			4,050			2,009
Property operating expenses
Same store portfolio	40,929			39,761			1,168
Non-Same store portfolio	23,869			5,651			18,218
Total property operating expenses	64,798			45,412			19,386
Net operating income
Same store portfolio	86,621			78,629			7,992
Non-same store portfolio	45,818			9,878			35,940
Total net operating income	132,439			88,507			43,932
Management fees and other revenues	1,809			—			1,809
General and administrative expenses	(21,528		)	(16,265		)	(5,263		)
Depreciation and amortization	(55,064		)	(40,651		)	(14,413		)
Income from operations	57,656			31,591			26,065
Other expense
Interest expense	(24,109		)	(20,779		)	(3,330		)
Loss on early extinguishment of debt	(136		)	(914		)	778
Equity in losses of unconsolidated real estate venture	(1,484		)	—			(1,484		)
Acquisition costs	(6,546		)	(4,765		)	(1,781		)

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Organizational and offering expenses	—			(58		)	58
Non-operating expense	(147		)	(92		)	(55		)
Other expense	(32,422		)	(26,608		)	(5,814		)
Income before income taxes	25,234			4,983			20,251
Income tax expense	(368		)	(187		)	(181		)
Net income	24,866			4,796			20,070
Net (income) loss attributable to noncontrolling interests	(6,901		)	7,644			(14,545		)
Net income attributable to National Storage Affiliates Trust	$	17,965		$	12,440		$	5,525

Total Revenue

Our total revenue increased by $65.1 million, or 48.6%, for the year ended December 31, 2016, as compared to the year ended December 31, 2015. This increase was primarily attributable to incremental rental revenue from 107 self storage properties we acquired between January 1, 2016 and December 31, 2016, increased market rates and fees, regular rental increases for in-place tenants, and management fees and other revenue earned from our unconsolidated real estate venture and an increase in average total portfolio occupancy from 87.9% to 89.7%.

Rental Revenue

Rental revenue increased by $61.3 million, or 47.2%, for the year ended December 31, 2016, as compared to the year ended December 31, 2015. The increase in rental revenue was primarily due to a $52.3 million increase in non-same store rental revenue which was attributable to incremental rental revenue of $34.6 million from 107 self storage properties acquired between January 1, 2016 and December 31, 2016, and $17.7 million from 53 self storage properties acquired from January 2, 2015 to December 31, 2015. Same store portfolio rental revenues increased $9.0 million, or 7.9%, due to a 5.3% increase, from $10.62 to $11.18, in same store rental revenue per occupied square foot, driven primarily by a combination of increased contractual lease rates and fees, and a 210 basis point increase in average occupancy from 87.9% to 90.0%.

Other Property-Related Revenue

Other property-related revenue represents ancillary income from our self storage properties, such as tenant insurance-related access fees and commissions and sales of storage supplies. Other property-related revenue increased by $2.0 million, or 49.6%, for the year ended December 31, 2016, as compared to the year ended December 31, 2015. This increase primarily resulted from a $1.9 million increase in non-same store other property-related revenue which was attributable to incremental other property-related revenue of $1.1 million from 107 self storage properties acquired between January 1, 2016 and December 31, 2016, and $0.8 million from 53 self storage properties acquired from January 2, 2015 to December 31, 2015.

Management Fees and Other Revenue

During the year ended December 31, 2016, we earned $1.8 million of management and other fees for managing and operating the Joint Venture properties. These fees included a monthly property management fee equal to 6% of the Joint Venture's monthly gross revenues and net sales revenues, a call center fee equal to 1% of the Joint Venture's monthly gross revenues and net sales revenues, a monthly platform fee equal to $1,250 per Joint Venture property, and an acquisition fee equal to 0.65% of the gross capitalization (including debt and equity) of the original 66 property JV Portfolio, of which one quarter is earned each year over the first four years of the Joint Venture.

Total Operating Expenses

Total operating expenses increased $39.1 million, or 38.2%, for the year ended December 31, 2016, compared to the year ended December 31, 2015. As discussed below, this change was primarily due to an increase of $19.4 million in property operating expenses, $5.3 million in general and administrative expenses, and $14.4 million in depreciation and amortization.

Property Operating Expenses

Property operating expenses increased $19.4 million, or 42.7%, for the year ended December 31, 2016 compared to the year ended December 31, 2015. This increase resulted from a $18.2 million increase in non-same store property

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operating expenses attributable to incremental property operating expenses of $13.0 million from 107 self storage properties acquired between January 1, 2016 and December 31, 2016, and $5.2 million from 53 self storage properties acquired from January 2, 2015 to December 31, 2015. In addition, same store portfolio property operating expenses increased $1.2 million, or 2.9%, due to increases in personnel and related costs, bad debt expense and property taxes, partially offset by decreases in maintenance expenses and utilities.

General and Administrative Expenses

General and administrative expenses increased $5.3 million, or 32.4%, for the year ended December 31, 2016, compared to the year ended December 31, 2015. This increase was attributable to increases in supervisory and administrative fees charged by our PROs of $3.5 million, $0.8 million of costs related to our property management platform, $0.8 million of professional fees and other expenses, $0.4 million in salaries and benefits and $0.1 million in costs associated with periodic SEC reporting and other compliance matters. These increases were partially offset by a $0.4 million decrease in equity-based compensation expense.

Depreciation and Amortization

Depreciation and amortization increased $14.4 million, or 35.5%, for the year ended December 31, 2016, compared to the year ended December 31, 2015. This increase was attributable to incremental depreciation expense of $9.1 million from 107 self storage properties acquired during the year ended December 31, 2016, and $4.8 million from 58 self storage properties acquired during the year ended December 31, 2015. In addition, amortization of customer in-place leases remained flat at $12.0 million for the years ended December 31, 2016 and 2015.

Interest Expense

Interest expense increased $3.3 million, or 16.0%, for the year ended December 31, 2016, compared to the year ended December 31, 2015. The increase in interest expense was primarily due to increases in outstanding borrowings, partially offset by a $0.7 million decrease in amortization of debt issue costs and a $0.3 million increase in amortization of debt premiums.

Loss On Early Extinguishment of Debt

Loss on early extinguishment of debt decreased $0.8 million, or 85.1%, for the year ended December 31, 2016, compared to the year ended December 31, 2015. During the year ended December 31, 2016, in connection with an amendment to our credit facility, one of the lenders that was included in the syndicated group of lenders prior to the amendment is no longer a participating lender following the amendment, which constitutes an extinguishment of debt for accounting purposes. As a result, we wrote off $0.1 million of unamortized debt issuance costs, which is the amount attributed to the entity no longer included in the lender syndicate. Loss on early extinguishment of debt during the year ended December 31, 2015 relates to the payoff of several debt instruments in connection with our initial public offering.

Equity In Losses Of Unconsolidated Real Estate Venture

During the year ended December 31, 2016, we recorded $1.5 million of equity in losses from our unconsolidated real estate venture. Equity in losses of unconsolidated real estate venture represents our share of earnings and losses earned through our 25% ownership interest in the Joint Venture. The Joint Venture recorded net losses of $5.9 million during the year ended December 31, 2016, primarily due to NOI of $8.3 million, offset by $6.2 million of depreciation and amortization, $4.3 million of other expenses, primarily consisting of acquisition costs associated with the JV Portfolio, $2.8 million of interest expense and $0.9 million of supervisory, administrative and other expenses.

Acquisition Costs

Acquisition costs increased $1.8 million, or 37.4%, for the year ended December 31, 2016, compared to the year ended December 31, 2015. This increase was primarily due to an increase in consulting fees and other costs incurred to identify, qualify, and close on the acquisition of a larger volume of properties with our PROs and other parties during year ended December 31, 2016.

Income Tax Expense

Income tax expense increased $0.2 million, or 96.8%, for the year ended December 31, 2016, compared to the year ended December 31, 2015. The increase in income tax expense was primarily related to growth in the Company's portfolio contributing to increases in certain state and local taxes that are considered income-based taxes and increases in the Company's tax provision for its taxable REIT subsidiary, through which the Company provides management and other services to the Joint Venture as well as other activities.

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Net (Income) Loss Attributable to Noncontrolling Interests

We allocate GAAP income (loss) utilizing the HLBV method, in which we allocate income or loss based on the change in each unitholders' claim on the net assets of our operating partnership at period end after adjusting for any distributions or contributions made during such period.

Due to the stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation expense, in any given period, income or loss may be allocated disproportionately to noncontrolling interests. Net income attributable to noncontrolling interests was $6.9 million for the year ended December 31, 2016, compared to a net loss of $7.6 million for the year ended December 31, 2015. We did not have an ownership interest or share in our operating partnership's profits and losses prior to the completion of our initial public offering. As a result, all of the operating partnership's profits and losses for the period from January 1, 2015 to April 28, 2015 were allocated to noncontrolling interests.

Critical Accounting Policies and Use of Estimates

Our financial statements have been prepared on the accrual basis of accounting in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates and assumptions, including those that impact our most critical accounting policies. We base our estimates and assumptions on historical experience and on various other factors that we believe are reasonable under the circumstances. Actual results may differ from these estimates. We believe the following are our most critical accounting policies.

Principles of Consolidation and Presentation of Noncontrolling Interests

Our consolidated financial statements include the accounts of our operating partnership and its controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation of entities.

The limited partner ownership interests in our operating partnership that are held by owners other than us are referred to as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than our operating partnership. Noncontrolling interests in a subsidiary are generally reported as a separate component of equity in our consolidated balance sheets. In our statements of operations, the revenues, expenses and net income or loss related to noncontrolling interests in our operating partnership are included in the consolidated amounts, with net income or loss attributable to the noncontrolling interests deducted separately to arrive at the net income or loss solely attributable to us.

When we obtain an economic interest in an entity, we evaluate the entity to determine if the entity is deemed a variable interest entity ("VIE"), and if we are deemed to be the primary beneficiary, in accordance with authoritative guidance issued on the consolidation of VIEs. When an entity is not deemed to be a VIE, we consider the provisions of additional guidance to determine whether the general partner controls a limited partnership or similar entity when the limited partners have certain rights. We consolidate all entities that are VIEs and of which the Company is deemed to be the primary beneficiary.

Self Storage Properties and Customer In-Place Leases

Self storage properties are carried at historical cost less accumulated depreciation and any impairment losses. Expenditures for ordinary repairs and maintenance are expensed as incurred. Major replacements and betterments that improve or extend the life of an asset are capitalized. Estimated depreciable lives of self storage properties are determined by considering the age and other indicators about the condition of the assets at the respective dates of acquisition, resulting in a range of estimated useful lives for assets within each category. All self storage properties are depreciated using the straight-line method. Buildings and improvements are generally depreciated over estimated useful lives between seven and 40 years. Furniture and equipment are generally depreciated over estimated useful lives between three and 10 years.

When self storage properties are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values. The purchase price is allocated to the individual properties based on the fair value determined using an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age, and location of the individual properties along with current and projected occupancy and relative rental rates or appraised values, if available. Tangible assets are allocated to land, buildings and related improvements, and furniture and equipment.

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In allocating the purchase price for a self storage property acquisition, we determine whether the acquisition includes intangible assets. We allocate a portion of the purchase price to an intangible asset attributed to the value of customer in-place leases. Because the majority of tenant leases are on a month-to-month basis, this intangible asset represents the estimated value of the leases in effect on the acquisition date. This intangible asset is amortized to expense using the straight-line method over 12 months, the estimated average rental period for our customers.

Income Taxes

We have elected and we believe that we have qualified to be taxed as a REIT under sections 856 through 860 of the Code commencing with our taxable year ended December 31, 2015. To qualify as a REIT, among other things, we are required to distribute at least 90% of our net taxable income (excluding net capital gains) to our shareholders and meet certain tests regarding the nature of our income and assets. So long as we qualify as a REIT, we are not subject to U.S. federal income tax on our earnings distributed currently to our shareholders. If we fail to qualify as a REIT in any taxable year, and are unable to avail ourselves of certain provisions set forth in the Code, all of our taxable income would be subject to federal and state income taxes at regular corporate rates.

We will not be required to make distributions with respect to income derived from the activities conducted through subsidiaries that we elect to treat as TRSs for U.S. federal income tax purposes, including NSA TRS, LLC which we formed in June 2014. Certain activities that we undertake must be conducted by a TRS, such as performing non-customary services for our customers, facilitating sales by PROs of tenant insurance and holding assets that we are not permitted to hold directly, including personal property held as inventory. A TRS is subject to U.S. federal, state, and local income taxes.

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.

Non-GAAP Financial Measures

FFO and Core FFO

Funds from operations ("FFO"), is a widely used performance measure for real estate companies and is provided here as a supplemental measure of our operating performance. The April 2002 National Policy Bulletin of NAREIT, which we refer to as the White Paper, as amended, defines FFO as net income (loss) (as determined under 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. We include amortization of customer in-place leases in real estate depreciation and amortization in the calculation of FFO because we believe the amortization of customer in-place leases is analogous to real estate depreciation, as the value of such intangibles is inextricably connected to the real estate acquired. Distributions declared on subordinated performance units and DownREIT subordinated performance units represent our allocation of FFO to noncontrolling interests held by subordinated performance unitholders and DownREIT subordinated performance unitholders. For purposes of calculating FFO attributable to common shareholders, OP unitholders, and LTIP unitholders, we exclude distributions declared on subordinated performance units, DownREIT subordinated performance units and preferred shares. We define Core FFO as FFO, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our core operating performance. These further adjustments consist of acquisition costs, organizational and offering expenses, gains on debt forgiveness, gains (losses) on early extinguishment of debt and after adjustments for unconsolidated partnerships and joint ventures.

Management uses FFO and Core FFO as a key performance indicator in evaluating the operations of our properties. Given the nature of our business as a real estate owner and operator, we consider FFO and Core FFO as key supplemental measures of our operating performance that are not specifically defined by GAAP. We believe that FFO and Core FFO are useful to management and investors as a starting point in measuring our operational performance because FFO and Core FFO exclude various items included in net income (loss) that do not relate to or are not indicative of our operating performance such as gains (or losses) from sales of self storage properties and depreciation, which can make periodic and peer analyses of operating performance more difficult. Our computation of FFO and Core FFO may not be comparable to FFO reported by other REITs or real estate companies.

FFO and Core FFO should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP, such as total revenues, operating income and net income (loss). FFO and Core FFO do not represent cash generated from operating activities determined in accordance with GAAP and are

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not a measure of liquidity or an indicator of our ability to make cash distributions. We believe that to further understand our performance, FFO and Core FFO should be compared with our reported net income (loss) and considered in addition to cash flows computed in accordance with GAAP, as presented in our consolidated financial statements.

The following table presents a reconciliation of net income (loss) to FFO and Core FFO for the periods presented (in thousands, except per share and unit amounts):



	Year Ended December 31,
	2017			2016			2015
Net income	$	45,998		$	24,866		$	4,796
Add (subtract):
Real estate depreciation and amortization	73,669			54,193			40,303
Company's share of unconsolidated real estate venture real estate depreciation and amortization	7,296			1,559			—
Gain on sale of self storage properties	(5,715		)	—			—
Distributions to preferred shareholders	(2,300		)	—			—
FFO attributable to subordinated performance unitholders ⁽¹⁾	(28,364		)	(22,842		)	(14,997		)
FFO attributable to common shareholders, OP unitholders, and LTIP unitholders	90,584			57,776			30,102
Add:
Acquisition costs	593			6,546			4,765
Company's share of unconsolidated real estate venture acquisition costs	22			1,006			—
Organizational and offering expenses	—			—			58
Loss on early extinguishment of debt	—			136			914
Core FFO attributable to common shareholders, OP unitholders, and LTIP unitholders	$	91,199		$	65,464		$	35,839

Weighted average shares and units outstanding - FFO and Core FFO: ⁽²⁾
Weighted average shares outstanding - basic	44,423			29,887			15,463
Weighted average restricted common shares outstanding	25			18			9
Weighted average OP units outstanding	26,126			24,262			20,507
Weighted average DownREIT OP unit equivalents outstanding	1,835			1,835			1,518
Weighted average LTIP units outstanding ⁽³⁾	957			2,212			1,548
Total weighted average shares and units outstanding - FFO and Core FFO	73,366			58,214			39,045

FFO per share and unit	$	1.23		$	0.99		$	0.77
Core FFO per share and unit	$	1.24		$	1.12		$	0.92



(1) Amounts represent distributions declared for subordinated performance unitholders and DownREIT subordinated performance unitholders for the periods presented.
(2) NSA combines OP units and DownREIT OP units with common shares because, after the applicable lock-out periods, OP units in the Company's operating partnership are redeemable for cash or, at NSA's option, exchangeable for common shares on a one-for-one basis and DownREIT OP units are also redeemable for cash or, at NSA's option, exchangeable for OP units in our operating partnership on a one-for-one basis, subject to certain adjustments in each case. Subordinated performance units, DownREIT subordinated performance units, and LTIP units may also, under certain circumstances, be convertible into or exchangeable for common shares (or other units that are convertible into or exchangeable for common shares). See footnote ⁽¹⁾ to the following table for additional discussion of subordinated performance units, DownREIT subordinated performance units, and LTIP units in the calculation of FFO and Core FFO per share and unit.
(3) LTIP units have been excluded from the calculations of weighted average shares and units outstanding prior to April 28, 2015 because such units did not participate in distributions prior to the Company's initial public offering.

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The following table presents a reconciliation of earnings (loss) per share - diluted to FFO and Core FFO per share and unit for the periods presented:



	Year Ended December 31,
	2017			2016			2015
Earnings (loss) per share - diluted	$	0.01		$	0.31		$	0.17
Impact of the difference in weighted average number of shares ⁽¹⁾	—			0.11			0.02
Impact of GAAP accounting for noncontrolling interests, two-class method and treasury stock method ⁽²⁾	0.59			—			(0.07		)
Add real estate depreciation and amortization	1.00			0.93			1.03
Add Company's share unconsolidated venture real estate depreciation and amortization	0.10			0.03			—
Subtract gain on sale of self storage properties	(0.08		)	—			—
FFO attributable to subordinated performance unitholders	(0.39		)	(0.39		)	(0.38		)
FFO per share and unit	1.23			0.99			0.77
Add acquisition costs, Company's share of unconsolidated real estate venture acquisition costs, organizational and offering expenses, and loss on early extinguishment of debt	0.01			0.13			0.15
Core FFO per share and unit	$	1.24		$	1.12		$	0.92

(1) Adjustment accounts for the difference between the weighted average number of shares used to calculate diluted earnings per share and the weighted average number of shares used to calculate FFO and Core FFO per share and unit. Diluted earnings per share is calculated using the two-class method for the company's restricted common shares, the treasury stock method for certain unvested LTIP units, and includes the assumption of a hypothetical conversion of subordinated performance units and DownREIT subordinated performance units into OP units, even though such units may only be convertible into OP units (i) after a lock-out period and (ii) upon certain events or conditions. For additional information about the conversion of subordinated performance units, DownREIT subordinated performance units and LTIP units into OP units, see Note 10 to the consolidated financial statements in Item 8. The computation of weighted average shares and units for FFO and Core FFO per share and unit includes all restricted common shares and LTIP units that participate in distributions and excludes all subordinated performance units and DownREIT subordinated performance units because their effect has been accounted for through the allocation of FFO to the related unitholders based on distributions declared.
(2) Represents the effect of adjusting the numerator to consolidated net income (loss) prior to GAAP allocations for noncontrolling interests, after deducting preferred share distributions, and before the application of the two-class method and treasury stock method, as described in footnote ⁽¹⁾ .

NOI

We define NOI as net income (loss), as determined under GAAP, plus general and administrative expense, depreciation and amortization, interest expense, loss on early extinguishment of debt, equity in earnings (losses) of unconsolidated real estate ventures, acquisition costs, organizational and offering expenses, income tax expense, impairment of long-lived assets, losses on the sale of properties and non-operating expense and by subtracting management fees and other revenue, gains on sale of properties, debt forgiveness, and non-operating income. NOI is not a measure of performance calculated in accordance with GAAP.

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


•	NOI is one of the primary measures used by our management and our PROs to evaluate the economic productivity of our properties, including our ability to lease our properties, increase pricing and occupancy and control our property operating expenses;

•

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


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

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There are material limitations to using a non-GAAP measure such as NOI, including the difficulty associated with comparing results among more than one company and the inability to analyze certain significant items, including depreciation and interest expense, that directly affect our net loss. We compensate for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with our analysis of net income (loss). 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, income from operations and net loss.

The following table presents a reconciliation of net income (loss) to NOI for the periods presented (dollars in thousands):



	Year Ended December 31,
	2017			2016			2015
Net income	$	45,998		$	24,866		$	4,796
(Subtract) add:
Management fees and other revenue	(8,061		)	(1,809		)	—
General and administrative expenses	30,060			21,528			16,265
Depreciation and amortization	75,115			55,064			40,651
Interest expense	34,068			24,109			20,779
Equity in losses of unconsolidated real estate venture	2,339			1,484			—
Loss on early extinguishment of debt	—			136			914
Acquisition costs	593			6,546			4,765
Organizational and offering expenses	—			—			58
Income tax expense	1,159			368			187
Gain on sale of self storage properties	(5,715		)	—			—
Non-operating expense	58			147			92
Net Operating Income	$	175,614		$	132,439		$	88,507

EBITDA and Adjusted EBITDA

We define EBITDA as net income (loss), as determined under GAAP, plus interest expense, loss on early extinguishment of debt, income taxes, depreciation and amortization expense and the Company's share of unconsolidated real estate venture depreciation and amortization. We define Adjusted EBITDA as EBITDA plus acquisition costs, the Company's share of unconsolidated real estate venture acquisition costs, organizational and offering expenses, equity-based compensation expense, losses on sale of properties, and impairment of long-lived assets; and by subtracting gains on sale of properties and debt forgiveness. These further adjustments eliminate the impact of items that we do not consider indicative of our core operating performance. In evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

We present EBITDA and Adjusted EBITDA because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. EBITDA and Adjusted EBITDA have limitations as an analytical tool. Some of these limitations are:


•	EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements, for capital expenditures, contractual commitments or working capital needs;


•	EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;


•	although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements;

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•	Adjusted EBITDA excludes equity-based compensation expense, which is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period;


•	EBITDA and Adjusted EBITDA do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and


•	other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

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

The following table presents a reconciliation of net loss to EBITDA and Adjusted EBITDA for the periods presented (dollars in thousands):



	Year Ended December 31,
	2017			2016		2015
Net income	$	45,998		$	24,866	$	4,796
Add:
Depreciation and amortization	75,115			55,064		40,651
Company's share of unconsolidated real estate venture depreciation and amortization	7,296			1,559		—
Income tax expense	1,159			368		187
Interest expense	34,068			24,109		20,779
Loss on early extinguishment of debt	—			136		914
EBITDA	163,636			106,102		67,327
Add:
Acquisition costs	593			6,546		4,765
Company's share of unconsolidated real estate venture acquisition costs	22			1,006		—
Organizational and offering expenses	—			—		58
Gain on sale of self storage properties	(5,715		)	—		—
Equity-based compensation expense ⁽¹⁾	3,764			2,597		3,027
Adjusted EBITDA	$	162,300		$	116,251	$	75,177



(1) Equity-based compensation expense is a non-cash item that is included in general and administrative expenses in our consolidated statements of operations.

Liquidity and Capital Resources

Liquidity Overview

Liquidity is the ability to meet present and future financial obligations. Our primary source of liquidity is cash flow from our operations. Additional sources are proceeds from equity and debt offerings, and debt financings including borrowings under the credit facility and Term Loan Facility.

Our short-term liquidity requirements consist primarily of property operating expenses, property acquisitions, capital expenditures, general and administrative expenses and principal and interest on our outstanding indebtedness. A further short-term liquidity requirement relates to distributions to our common and preferred shareholders and holders of OP units, subordinated performance units, DownREIT OP units and DownREIT subordinated performance units. We expect to fund short-term liquidity requirements from our operating cash flow, cash on hand and borrowings under our credit facility.

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Our long-term liquidity needs consist primarily of the repayment of debt, property acquisitions, and capital expenditures. We acquire properties through the use of cash, OP units and subordinated performance units in our operating partnership or DownREIT partnerships. We expect to meet our long-term liquidity requirements with operating cash flow, cash on hand, secured and unsecured indebtedness, and the issuance of equity and debt securities.

The availability of credit and its related effect on the overall economy may affect our liquidity and future financing activities, both through changes in interest rates and access to financing. Currently, interest rates are low compared to historical levels and many lenders are active in the market. We believe that, as a publicly-traded REIT, we will have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional debt and the issuance of debt and additional equity securities. However, we cannot assure you that this will be the case.

Cash Flows

At December 31, 2017 , we had $13.4 million in cash and cash equivalents and $3.0 million of restricted cash, an increase in cash and cash equivalents of $0.8 million and an increase in restricted cash of $0.3 million from December 31, 2016 . Restricted cash primarily consists of escrowed funds deposited with financial institutions for real estate taxes, insurance, and other reserves for capital improvements in accordance with our loan agreements. The following discussion relates to changes in cash due to operating, investing, and financing activities, which are presented in our consolidated statements of cash flows included in Item 8 of this report.

Operating Activities

Cash provided by our operating activities was $124.3 million for the year ended December 31, 2017 compared to $94.6 million for the year ended December 31, 2016 , an increase of $29.7 million. Our operating cash flow increased primarily due to 107 self storage properties acquired during the year ended December 31, 2016 that generated cash flow for the entire year ended December 31, 2017 and 65 self storage properties that were acquired during the year ended December 31, 2017 . In addition, operating distributions from our Joint Venture increased by $4.4 million for the year ended December 31, 2017 compared to the year ended December 31, 2016. These increase s were partially offset by higher cash payments for general and administrative expenses and interest expense.

Cash provided by our operating activities was $94.6 million for the year ended December 31, 2016 compared to $50.3 million for the year ended December 31, 2015, an increase of $44.3 million. Our operating cash flow increased primarily due to 58 self storage properties acquired during the year ended December 31, 2015 that generated cash flow for the entire year ended December 31, 2016 and 107 self storage properties that were acquired during the year ended December 31, 2016. The increase in our operating cash flows from these acquisitions was partially offset by higher cash payments for interest, general and administrative expenses and acquisition costs.

Investing Activities

Cash used in investing activities was $409.3 million for the year ended December 31, 2017 compared to $642.4 million for the year ended December 31, 2016 . The primary uses of cash for the year ended December 31, 2017 were for our acquisition of 65 self storage properties for cash consideration of $391.6 million , investments in our unconsolidated real estate venture of $15.3 million , capital expenditures of $14.7 million and deposits for potential acquisitions of $4.9 million , partially offset by $17.5 million of proceeds from the sale of three self storage properties and land parcels. The primary uses of cash for the year ended December 31, 2016 were for our acquisition of 107 self storage properties for cash consideration of $532.0 million, investment in our unconsolidated real estate venture of $83.0 million, acquisition of our property management platform for $19.9 million, and capital expenditures of $11.4 million.

Cash used in investing activities was $642.4 million for the year ended December 31, 2016 compared to $175.4 million for the year ended December 31, 2015. The primary uses of cash for the year ended December 31, 2016 were for our acquisition of 107 self storage properties for cash consideration of $532.0 million, investment in our unconsolidated real estate venture of $83.0 million, acquisition of our property management platform for $19.9 million, and capital expenditures of $11.4 million. The primary uses of cash for the year ended December 31, 2015 were for our acquisition of 58 self storage properties for cash consideration of $170.2 million, deposits of $0.7 million for assets to be acquired, and capital expenditures of $4.1 million.

Capital expenditures totaled $14.7 million , $11.4 million and $4.1 million during the year s ended December 31, 2017 , 2016 and 2015 respectively, We generally fund post-acquisition capital additions from cash provided by operating activities.

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We categorize our capital expenditures broadly into three primary categories:


•	recurring capital expenditures, which represent the portion of capital expenditures that are deemed to replace the consumed portion of acquired capital assets and extend their useful life;


•	revenue enhancing capital expenditures, which represent the portion of capital expenditures that are made to enhance the revenue and value of an asset from its original purchase condition; and


•	acquisitions capital expenditures, which represent the portion of capital expenditures capitalized during the current period that were identified and underwritten prior to a property's acquisition.

The following table presents a summary of the capital expenditures for these categories, along with a reconciliation of the total for these categories to the capital expenditures reported in the accompanying consolidated statements of cash flows for the periods presented (dollars in thousands):



	Year Ended December 31,
	2017			2016			2015
Recurring capital expenditures	$	3,495		$	2,917		$	2,365
Revenue enhancing capital expenditures	2,755			2,641			703
Acquisitions capital expenditures	8,953			6,114			768
Total capital expenditures	15,203			11,672			3,836
Increase in accrued capital spending	(547		)	(254		)	236
Capital expenditures per statement of cash flows	$	14,656		$	11,418		$	4,072

Financing Activities

Cash provided by our financing activities was $286.1 million for the year ended December 31, 2017 compared to $553.7 million for the year ended December 31, 2016 . Our sources of financing cash flows for the year ended December 31, 2017 primarily consisted of $166.6 million of proceeds from the issuance of preferred shares, $140.3 million of proceeds from the issuance of common shares, $676.0 million of borrowings under our credit facility, an $84.9 million secured debt financing and $7.0 million of proceeds from the issuance of 300,043 subordinated performance units to an affiliate of Personal Mini. Our primary uses of financing cash flows for the year ended December 31, 2017 were for principal payments on existing debt of $679.1 million (which included $664.0 million of principal repayments under the Revolver, $10.4 million of fixed rate mortgage principal payoffs and $4.7 million of scheduled fixed rate mortgage principal payments), distributions to noncontrolling interests of $57.3 million , distributions to common shareholders of $47.7 million and distributions to preferred shareholders of $2.3 million . Our sources of financing cash flows for the year ended December 31, 2016 primarily consisted of $378.3 million of proceeds from the issuance of common shares, $712.5 million of borrowings under our credit facility and $100.0 million of borrowings under our Term Loan Facility. Our primary uses of financing cash flows for the year ended December 31, 2016 were for principal payments on existing debt of $558.6 million (which included $529.0 million of principal repayments under the Revolver, $25.2 million of fixed rate mortgage principal payoffs and $4.4 million of scheduled fixed rate mortgage principal payments), distributions to noncontrolling interests of $47.0 million, and distributions to common shareholders of $26.7 million.

Cash provided by our financing activities was $553.7 million for the year ended December 31, 2016 compared to $123.2 million for the year ended December 31, 2015. Our sources of financing cash flows for the year ended December 31, 2016 primarily consisted of $378.3 million of proceeds from the issuance of common shares, $712.5 million of borrowings under our credit facility and $100.0 million of borrowings under our Term Loan Facility. Our primary uses of financing cash flows for the year ended December 31, 2016 were for principal payments on existing debt of $558.6 million (which included $529.0 million of principal repayments under the Revolver, $25.2 million of fixed rate mortgage principal payoffs and $4.4 million of scheduled fixed rate mortgage principal payments), distributions to noncontrolling interests of $47.0 million, and distributions to common shareholders of $26.7 million. Our sources of financing cash flows for the year ended December 31, 2015 primarily consisted of $278.1 million of proceeds from the completion of our initial public offering and $258.4 million of borrowings under our credit facility. Our primary uses of financing cash flows for the year ended December 31, 2015 were for principal payments on existing debt of $357.3 million and distributions to noncontrolling interests of $38.0 million, and distributions to common shareholders of $12.4 million.

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Credit Facility and Term Loan Facility

As of December 31, 2017 , our credit facility provided for total borrowings of $895.0 million , consisting of four components: (i) a Revolver which provides for a total borrowing commitment up to $400.0 million , whereby we may borrow, repay and re-borrow amounts under the Revolver, (ii) a $235.0 million Term Loan A, (iii) a $155.0 million Term Loan B and (iv) a $ 105.0 million Term Loan C. The Revolver matures in May 2020; provided that we may elect to extend the maturity to May 2021 by paying an extension fee of 0.15% of the total borrowing commitment thereunder at the time of extension and meeting other customary conditions with respect to compliance. The Term Loan A matures in May 2021, the Term Loan B matures in May 2022 and the Term Loan C matures in February 2024. The Revolver, Term Loan A, Term Loan B and Term Loan C are not subject to any scheduled reduction or amortization payments prior to maturity. As of December 31, 2017 , we have an expansion option under the credit facility, which, if exercised in full, would provide for a total credit facility of $1.0 billion .

As of December 31, 2017 , $235.0 million was outstanding under the Term Loan A with an effective interest rate of 2.63% , $155.0 million was outstanding under the Term Loan B with an effective interest rate of 3.24% , $105.0 million was outstanding under the Term Loan C with an effective interest rate of 3.71% and $88.5 million was outstanding under the Revolver with an effective interest rate of 2.96% . As of December 31, 2017 , we would have had the capacity to borrow remaining Revolver commitments of $306.8 million while remaining in compliance with the credit facility's financial covenants.

As discussed in Note 15 to the consolidated financial statements in Item 8, on January 29, 2018 , we entered into an increase agreement and amendment with a syndicated group of lenders to increase the total borrowing capacity under our credit facility by adding a five -year Term Loan D to the credit facility in an aggregate outstanding principal amount of $125.0 million , for a total credit facility of over $1.0 billion . We have an expansion option under the credit facility, which, if exercised in full, would provide for a total credit facility of $1.3 billion .

We also have a credit agreement with a syndicated group of lenders for a Term Loan Facility in an aggregate amount of $100.0 million , which amount is outstanding, with an effective interest rate of 3.08% as of December 31, 2017 . The Term Loan Facility matures in June 2023 and we have an expansion option under the Term Loan Facility, which, if exercised in full, would provide for a total Term Loan Facility in an aggregate amount of $200.0 million .

For a summary of our financial covenants and additional detail regarding our credit facility and Term Loan Facility please see Note 8 to the consolidated financial statements in Item 8.

Contractual Obligations

The following table summarizes information contained elsewhere in this Annual Report on Form 10-K regarding payments due under contractual obligations and commitments on an undiscounted basis as of December 31, 2017 (dollars in thousands):



	Year Ending December 31,
	2018		2019		2020		2021		2022		Thereafter		Total
Debt financings:
Principal ⁽¹⁾	$	10,617	$	4,983	$	127,745	$	242,509	$	159,205	$	409,932	$	954,991
Interest ⁽²⁾	33,140		32,967		30,377		23,886		17,832		32,418		170,620
Real estate leasehold interests	1,329		1,334		1,379		1,404		1,419		37,498		44,363
Office lease	184		188		112		—		—		—		484
Total	$	45,270	$	39,472	$	159,613	$	267,799	$	178,456	$	479,848	$	1,170,458


⁽¹⁾	^{Includes scheduled principal and maturity payments related to our debt financings.}


⁽²⁾	^{Interest is calculated until the maturity date (without regard to any extension that may be elected by the Company) based on the outstanding principal balance and the effective interest rate as of} ^{December 31, 2017} ^.

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Equity Transactions

Issuance of Series A Preferred Shares

On October 11, 2017, we completed an underwritten public offering of 6,900,000 of our Series A Preferred Shares which included 900,000 Preferred Shares sold upon the exercise in full by the underwriters of their option to purchase additional Preferred Shares, resulting in net proceeds to us of approximately $166.6 million , after deducting the underwriting discount and other offering expenses.

Issuance of Common Shares

On December 11, 2017, we closed a follow-on public offering of 5,750,000 of our common shares, which included 750,000 common shares sold upon the exercise in full by the underwriters of their option to purchase additional common shares, at a public offering price of $ 25.50 per share. We received aggregate net proceeds from the offering of approximately $140.3 million after deducting the underwriting discount and additional expenses associated with the offering.

During the year ended December 31, 2017 , after receiving notices of redemption from certain holders of OP units, we elected to issue 1,409,715 common shares to such holders in exchange for 1,409,715 OP units in satisfaction of the operating partnership's redemption obligations.

Issuance of OP Equity

In connection with the 65 properties acquired during the year ended December 31, 2017 , $31.2 million of OP equity was issued or vested (consisting of 975,379 OP units, 271,267 subordinated performance units and the vesting of 36,400 LTIP units previously issued).

During the year ended December 31, 2017 , the Company issued 47,339 OP units to the sellers of certain acquired properties in exchange for principal payment reimbursements received related to assumed mortgages associated with self storage properties acquired during the year ended December 31, 2014.

During the year ended December 31, 2017 , the Company issued 11,050 subordinated performance units which were converted from an equivalent number of OP units.

In connection with the 18 properties acquired during January and February 2018, $22.4 million of OP equity was issued (consisting of 464,056 OP units, 316,103 Series A-1 Preferred Units and 56,228 subordinated performance units in the Company's operating partnership).

Dividends and Distributions

During the year ended December 31, 2017 , the Company paid $47.7 million of distributions to common shareholders, $2.3 million of distributions to preferred shareholders and distributed $57.3 million to noncontrolling interests.

On February 22, 2018, our board of trustees declared a cash dividend and distribution, respectively, of $0.28 per common share and OP unit to shareholders and OP unitholders of record as of March 15, 2018. On February 22, 2018, our board of trustees also declared cash distributions of $0.375 per Series A Preferred Share and Series A-1 Preferred Unit to shareholders and unitholders of record as of March 15, 2018. In addition, we expect to declare a cash distribution in the first quarter of 2018 to our subordinated performance unitholders of record as of March 15, 2018. Such dividends and distributions are expected to be paid on March 29, 2018.

Cash Distributions from our Operating Partnership

Under the LP Agreement of our operating partnership, to the extent that we, as the general partner of our operating partnership, determine to make distributions to the partners of our operating partnership out of the operating cash flow or capital transaction proceeds generated by a real property portfolio managed by one of our PROs, the holders of the series of subordinated performance units that relate to such portfolio are entitled to share in such distributions. Under the LP Agreement of our operating partnership, operating cash flow with respect to a portfolio of properties managed by one of our PROs is generally an amount determined by us, as general partner, of our operating partnership equal to the excess of property revenues over property related expenses from that portfolio. In general, property revenue from the portfolio includes:


(i)	all receipts, including rents and other operating revenues;

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(ii)	any incentive, financing, break-up and other fees paid to us by third parties;


(iii)	amounts released from previously set aside reserves; and


(iv)	any other amounts received by us, which we allocate to the particular portfolio of properties.

In general, property-related expenses include all direct expenses related to the operation of the properties in that portfolio, including real property taxes, insurance, property-level general and administrative expenses, employee costs, utilities, property marketing expense, property maintenance and property reserves and other expenses incurred at the property level. In addition, other expenses incurred by our operating partnership will also be allocated by us, as general partner, to the property portfolio and will be included in the property-related expenses of that portfolio. Examples of such other expenses include:


(i)	corporate-level general and administrative expenses;


(ii)	out-of-pocket costs, expenses and fees of our operating partnership, whether or not capitalized;


(iii)	the costs and expenses of organizing and operating our operating partnership;


(iv)	amounts paid or due in respect of any loan or other indebtedness of our operating partnership during such period;


(v)	extraordinary expenses of our operating partnership not previously or otherwise deducted under item (ii) above;


(vi)	any third-party costs and expenses associated with identifying, analyzing, and presenting a proposed property to us and/or our operating partnership; and


(vii)	reserves to meet anticipated operating expenditures debt service or other liabilities, as determined by us.

To the extent to that we, as the general partner of our operating partnership, determine to make distributions to the partners of our operating partnership out of the operating cash flow of a real property portfolio managed by one of our PROs, operating cash flow from a property portfolio is required to be allocated to holders of OP units and to the holders of series of subordinated performance units that relate to such property portfolio as follows:

First, an amount is allocated to holders of OP units in order to provide holders of OP units (together with any prior allocations of capital transaction proceeds) with a cumulative preferred allocation on the unreturned capital contributions attributed to the OP units in respect of such property portfolio. The preferred allocation for all of our existing portfolios is 6%. As of December 31, 2017 , our operating partnership had an aggregate of $1,241.1 million of such unreturned capital contributions with respect to common shareholders, OP unitholders, and the various property portfolios.

Second, an amount is allocated to the holders of the series of subordinated performance units relating to such property portfolio in order to provide such holders with an allocation (together with prior distributions of capital transaction proceeds) on their unreturned capital contributions. Although the subordinated allocation for the subordinated performance units is non-cumulative from period to period, if the operating cash flow from a property portfolio related to a series of subordinated performance units is sufficient, in the judgment of the general partner (with the approval of a majority of our independent trustees), to fund distributions to the holders of such series of subordinated performance units, but we, as the general partner of our operating partnership, decline to make distributions to such holders, the amount available but not paid as distributions will be added to the subordinated allocation corresponding to such series of subordinated performance units. The subordinated allocation for the outstanding subordinated performance units is 6%. As of December 31, 2017 , an aggregate of $193.0 million of such unreturned capital contributions has been allocated to the various series of subordinated performance units.

Thereafter, any additional operating cash flow is allocated to holders of OP units and the applicable series of subordinated performance units equally.

Following the allocation described above, we as the general partner of our operating partnership, will generally cause our operating partnership to distribute the amounts allocated to the relevant series of subordinated performance units to the holders of such series of subordinated performance units. We, as the general partner may cause our operating partnership to distribute the amounts allocated to holders of the OP units or may cause our operating partnership to retain such amounts to be used by our operating partnership for any purpose. Any operating cash flow that is attributable to amounts retained by our operating partnership pursuant to the preceding sentence will generally be available to be allocated as an additional capital contribution to the various property portfolios.

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The foregoing description of the allocation of operating cash flow between the OP unit holders and subordinated performance unit holders is used for purposes of determining distributions to holders of subordinated performance units but does not necessarily represent the operating cash flow that will be distributed to holders of OP units (or paid as dividends to holders of our common shares). Any distribution of operating cash flow allocated to the holders of OP units will be made at our discretion (and paid as dividends to holders of our common shares at the discretion of our board of trustees).

Under the LP Agreement of our operating partnership, capital transactions are transactions that are outside the ordinary course of our operating partnership's business, involve the sale, exchange, other disposition, or refinancing of any property, and are designated as capital transactions by us, as the general partner. To the extent the general partner determines to distribute capital transaction proceeds, the proceeds from capital transactions involving a particular property portfolio are required to be allocated to holders of OP units and to the series of subordinated performance units that relate to such property portfolio as follows:

First, an amount determined by us, as the general partner, of such capital transaction proceeds is allocated to holders of OP units in order to provide holders of OP units (together with any prior allocations of operating cash flow) with a cumulative preferred allocation on the unreturned capital contributions attributed to the holders of OP units in respect of such property portfolio that relate to such capital transaction plus an additional amount equal to such unreturned capital contributions.

Second, an amount determined by us, as the general partner, is allocated to the holders of the series of subordinated performance units relating to such property portfolio in order to provide such holders with a non-cumulative subordinated allocation on the unreturned capital contributions made by such holders in respect of such property portfolio that relate to such capital transaction plus an additional amount equal to such unreturned capital contributions.

The preferred allocation and subordinated allocation with respect to capital transaction proceeds for each portfolio is equal to the preferred allocation and subordinated allocation for distributions of operating cash flow with respect to that portfolio.

Thereafter, any additional capital transaction proceeds is allocated to holders of OP units and the applicable series of subordinated performance units equally.

Following the allocation described above, we, as the general partner of our operating partnership, will generally cause our operating partnership to distribute the amounts allocated to the relevant series of subordinated performance units to the holders of such series of subordinated performance units. We, as general partner of our operating partnership, may cause our operating partnership to distribute the amounts allocated to holders of the OP units or may cause our operating partnership to retain such amounts to be used by our operating partnership for any purpose. Any capital transaction proceeds that are attributable to amounts retained by our operating partnership pursuant to the preceding sentence will generally be available to be allocated as an additional capital contribution to the various property portfolios.

The foregoing allocation of capital transaction proceeds between the OP unit holders and subordinated performance unit holders is used for purposes of determining distributions to holders of subordinated performance units but does not necessarily represent the capital transaction proceeds that will be distributed to holders of OP units (or paid as dividends to holders of our common shares). Any distribution of capital transaction proceeds allocated to the holders of OP units will be made at our discretion (and paid as dividends to holders of our common shares at the discretion of our board of trustees).

Our OP units are redeemable for cash or, at our option exchangeable on a one-for-one basis into common shares after an agreed period of time and certain other conditions. Our subordinated performance units are only convertible into OP units beginning two years following the completion of our initial public offering and then (i) at the holder's election only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate or (ii) at our election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations.

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Notwithstanding the two-year lock out period on conversions of subordinated performance units into OP units, if such subordinated performance units were convertible into OP units as of December 31, 2017 , each subordinated performance unit would on average hypothetically convert into 1.46 OP units, or into an aggregate of approximately 23.3 million OP units. These amounts are based on historical financial information for the trailing twelve months ended December 31, 2017 . The hypothetical conversion is calculated by dividing the average cash available for distribution, or CAD, per subordinated performance unit by 110% of the CAD per OP unit over the same period. We anticipate that as our CAD grows over time, the conversion ratio will also grow, including to levels that may exceed this amount. The actual number of OP units into which such subordinated performance units will become convertible may vary significantly and will depend upon the applicable conversion penalty and the actual CAD to the OP units and the actual CAD to the converted subordinated performance units in the one-year period ending prior to conversion. We have also granted registration rights to those persons who will be eligible to receive common shares issuable upon exchange of OP units issued in our formation transactions and certain contribution transactions.

Allocation of Capital Contributions

We, as the general partner of our operating partnership, in our discretion, have the right to increase or decrease, as appropriate, the amount of capital contributions allocated to our operating partnership in general and to each series of subordinated performance units to reflect capital expenditures made by our operating partnership in respect of each portfolio, the sale or refinancing of all or a portion of the properties comprising the portfolio, the distribution of capital transaction proceeds by our operating partnership, the retention by our operating partnership of cash for working capital purposes and other events impacting the amount of capital contributions allocated to the holders. In addition, to avoid conflicts of interests, any decision by us to increase or decrease allocations of capital contributions must also be approved by a majority of our independent trustees.

Off-Balance Sheet Arrangements

Except as disclosed in the notes to our financial statements, as of December 31, 2017 , we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purposes entities, which typically are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, except as disclosed in the notes to our financial statements, as of December 31, 2017 , we have not guaranteed any obligations of unconsolidated entities nor do we have any commitments or intent to provide funding to any such entities. Accordingly, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.

Segment

We manage our business as one reportable segment consisting of investments in self storage properties located in the United States. Although we operate in several markets, these operations have been aggregated into one reportable segment based on the similar economic characteristics amongst all markets.

Seasonality

The self storage business is subject to minor seasonal fluctuations. A greater portion of revenues and profits are realized from May through September. Historically, our highest level of occupancy has typically been in July, while our lowest level of occupancy has typically been in February. Results for any quarter may not be indicative of the results that may be achieved for the full fiscal year.

Inflation

Inflation in the United States has been relatively low in recent years and did not have a material impact on our results of operations for the years ended December 31, 2017 , 2016 and 2015 . Although the impact of inflation has been relatively insignificant in recent years, it remains a factor in the U.S. economy and may increase the cost of acquiring or replacing self storage properties and related improvements, as well as real estate property taxes, employee salaries, wages and benefits, utilities, and other expenses. Because our tenant leases are month-to-month, we may be able to rapidly adjust our rental rates to minimize the adverse impact of any inflation which could mitigate our exposure to increases in costs and expenses resulting from inflation.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

Market risk refers to the risk of loss from adverse changes in market prices and interest rates. Our future income, cash flows, and fair values of financial instruments are dependent upon prevailing market interest rates. The primary market risk to which we believe we are exposed is interest rate risk. Interest rate risk is highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control. We use interest rate swaps to moderate our exposure to interest rate risk by effectively converting the interest on variable rate debt to a fixed rate. We make limited use of other derivative financial instruments and we do not use them for trading or other speculative purposes.

As of December 31, 2017 , we had $88.5 million of debt subject to variable interest rates (excluding variable-rate debt subject to interest rate swaps). If the one-month London Interbank Offered Rate ("LIBOR") were to increase or decrease by 100 basis points, the increase or decrease in interest expense on the variable-rate debt (excluding variable-rate debt subject to interest rate swaps) would increase or decrease future earnings and cash flows by approximately $0.9 million annually.

Interest rate risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.

Item 8. Financial Statements and Supplementary Data

The independent registered public accounting firm's reports, consolidated financial statements and schedule listed in the accompanying index are filed as part of this report and incorporated herein by this reference. See "Index to Financial Statements" on page F-1 of this Annual Report on Form 10-K.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

A review and evaluation was performed by our management, including our Chief Executive Officer (the "CEO") and Chief Financial Officer (the "CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K. Based on that review and evaluation, the CEO and CFO have concluded that our current disclosure controls and procedures, as designed and implemented, were effective.

Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in our periodic reports.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of trustees, audit committee, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that:


•	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;


•	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and trustees; and


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

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

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2017 . In making this assessment, our management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework).

Based on this assessment, our management believes that, as of December 31, 2017 , our internal control over financial reporting was effective based on those criteria.

The Company’s independent registered public accounting firm has issued an attestation report on the Company’s internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information regarding our trustees, executive officers and certain other matters required by Item 401 of Regulation S-K is incorporated herein by reference to our definitive proxy statement relating to our annual meeting of shareholders (the "Proxy Statement"), to be filed with the SEC within 120 days after December 31, 2017 .

The information regarding compliance with Section 16(a) of the Exchange Act required by Item 405 of Regulation S-K is incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days after December 31, 2017 .

The information regarding our Code of Business Conduct and Ethics required by Item 406 of Regulation S-K is incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days after December 31, 2017 .

The information regarding certain matters pertaining to our corporate governance required by Item 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is incorporated by reference to the Proxy Statement to be filed with the SEC within 120 days after December 31, 2017 .

Item 11. Executive Compensation

The information regarding executive compensation and other compensation related matters required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K is incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days after December 31, 2017 .

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The tables on equity compensation plan information and beneficial ownership of the Company required by Items 201(d) and 403 of Regulation S-K are incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days after December 31, 2017 .

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information regarding transactions with related persons, promoters and certain control persons and trustee independence required by Items 404 and 407(a) of Regulation S-K is incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days after December 31, 2017 .

Item 14. Principal Accountant Fees and Services

The information concerning principal accounting fees and services and the Audit Committee's pre-approval policies and procedures required by Item 14 is incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days after December 31, 2017 .

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) The financial statements listed in the Index to Financial Statements on Page F-1 of this report are filed as part of this report and incorporated herein by reference.

(a)(2) The financial statement schedule listed in the Index to Financial Statements on Page F-1 of this report is filed as part of this report and incorporated herein by reference.

(a)(3) The Exhibit Index is incorporated herein by reference.



INDEX TO EXHIBITS (1) (2)
Exhibit Number	Exhibit Description

3.1	Articles of Amendment and Restatement of National Storage Affiliates Trust (Exhibit 3.1 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
3.2	Amended and Restated Bylaws of National Storage Affiliates Trust (Exhibit 3.2 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
3.3	Articles Supplementary designating the Series A Preferred Shares of National Storage Affiliates Trust (Exhibit 3.3 to the Form 8-A filed with the SEC on October 10, 2017, is incorporated herein by this reference)
4.1	Specimen Common Share Certificate of National Storage Affiliates Trust (Exhibit 4.1 to the Registration Statement on Form S-11/A filed with the SEC on April 20, 2015, is incorporated by reference)
4.2	Form of Specimen Certificate of Series A Preferred Shares of National Storage Affiliates Trust (Exhibit 4.1 to the Registration Statement on Form 8-A filed with the SEC on October 10, 2017, is incorporated by reference)
10.1	Third Amended and Restated Agreement of Limited Partnership of NSA OP, LP (Exhibit 3.3 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
10.2	Amended and Restated Partnership Unit Designation of Series GN Class B OP Units of NSA OP, LP (Exhibit 3.4 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
10.3	Third Amended and Restated Partnership Unit Designation of Series NW Class B OP Units of NSA OP, LP (Exhibit 3.5 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
10.4	Third Amended and Restated Partnership Unit Designation of Series OV Class B OP Units of NSA OP, LP (Exhibit 3.6 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
10.5	Second Amended and Restated Partnership Unit Designation of Series SC Class B OP Units of NSA OP, LP (Exhibit 3.7 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
10.6	Partnership Unit Designation of Series SS Class B OP Units of NSA OP, LP (Exhibit 3.8 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
10.7	Partnership Unit Designation of Series HA Class B OP Units of NSA OP, LP (Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed with SEC on August 9, 2016, is incorporated by reference)
10.8	First Amendment to Partnership Unit Designation of Series HA Class B OP Units of NSA OP, LP (Exhibit 10.8 to the Annual Report on Form 10-K, filed with SEC on February 28, 2017, is incorporated by reference)
10.9	Partnership Unit Designation of Series PM Class B OP Units of NSA OP, LP (Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the SEC on May 4, 2017, is incorporated herein by this reference)
10.10	Partnership Unit Designation of Series MI Class B OP Units of NSA OP, LP (Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2017, is incorporated herein by this reference)

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10.11	Sixty-First Amendment to the Third Amended and Restated Agreement of Limited Partnership of NSA OP, LP (Exhibit 10.1 to the Form 8-K filed with the SEC on October 11, 2017, is incorporated herein by this reference)
10.12*	Partnership Unit Designation of Series A-1 Preferred Units of NSA OP, LP dated as of January 5, 2018
10.13	Form of Second Amended and Restated DownREIT Partnership Agreement (including a schedule of existing DownREIT limited partnership agreements and limited liability company agreements) (Exhibit 10.7 to the Quarterly Report on Form 10-Q, filed with the SEC on November 10, 2015, is incorporated herein by this reference)
10.14	Amended and Restated Credit Agreement dated as of May 6, 2016 by and among NSA OP, LP, as Borrower, certain of its subsidiaries party thereto as Subsidiary Guarantors, National Storage Affiliates Trust as Guarantor, the lenders from time to time party hereto, KeyBank National Association, as Administrative Agent, with Keybanc Capital Markets Inc. and PNC Capital Markets LLC, as Co-Bookrunners and Co-Lead Arrangers, and PNC Bank, National Association, as Syndication Agent and Wells Fargo Bank, National Association, and U.S. Bank National Association, as Co-Documentation Agents (Exhibit 10.3 to the Quarterly Report on Form 10-Q, filed with the SEC on August 9, 2016, is incorporated herein by this reference)
10.15	Increase Agreement, dated as of December 1, 2016, by and among NSA OP, LP, as Borrower, certain of its subsidiaries party thereto as Subsidiary Guarantors, National Storage Affiliates Trust as Guarantor, the lenders from time to time party hereto, and KeyBank National Association, as Administrative Agent (Exhibit 10.11 to the Annual Report on Form 10-K, filed with SEC on February 28, 2017, is incorporated by reference)
10.16	Second Increase Agreement and Amendment, dated as of February 08, 2017, by and among NSA OP, LP, as Borrower, certain of its subsidiaries party thereto as Subsidiary Guarantors, National Storage Affiliates Trust as Guarantor, the lenders from time to time party hereto, and KeyBank National Association, as Administrative Agent (Exhibit 10.12 to the Annual Report on Form 10-K, filed with SEC on February 28, 2017, is incorporated by reference)
10.17*	Third Increase Agreement and Amendment, dated as of January 29, 2018, by and among NSA OP, LP, as Borrower, certain of its subsidiaries party thereto as Subsidiary Guarantors, National Storage Affiliates Trust as Guarantor, the lenders from time to time party hereto, and KeyBank National Association, as Administrative Agent
10.18	National Storage Affiliates Trust Equity Incentive Plan (Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by reference)
10.19	NSA OP, LP, 2013 Long-Term Incentive Plan (Exhibit 10.2 to the Registration Statement on Form S-11/A, filed with SEC on April 1, 2015, is incorporated herein by reference).
10.20	Amended and Restated Registration Rights Agreement, by and among National Storage Affiliates Trust and the parties listed on Schedule I thereto (Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by reference)
10.21	Employment Agreement, dated April 28, 2015, by and between National Storage Affiliates Trust and Arlen D. Nordhagen (Exhibit 10.3 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
10.22	Employment Agreement, dated April 28, 2015, by and between National Storage Affiliates Trust and Tamara D. Fischer (Exhibit 10.4 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
10.23	Employment Agreement, dated April 28, 2015, by and between National Storage Affiliates Trust and Steven B. Treadwell (Exhibit 10.5 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
10.24	Employment Agreement, dated January 1, 2017, by and between National Storage Affiliates Trust and Brandon Togashi (Exhibit 10.19 to the Annual Report on Form 10-K, filed with SEC on February 28, 2017, is incorporated by reference)
10.25	Form of Amended and Restated Restricted Share Unit Award Agreement (Exhibit 10.17 to the Annual Report on Form 10-K, filed with the SEC on March 10, 2016, is incorporated herein by this reference)
10.26	Form of Amended and Restated Restricted Share Award Agreement (Exhibit 10.18 to the Annual Report on Form 10-K, filed with the SEC on March 10, 2016, is incorporated herein by this reference)
10.27	Form of LTIP Unit Award Agreement to Trustees under the NSA OP, LP, 2013 Long-Term Incentive Plan (Exhibit 10.5 to the Registration Statement on Form S-11/A, filed with the SEC on April 1, 2015, is incorporated herein by this reference)
10.28*	Form of LTIP Unit Award Agreement for Executive Officers

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10.29	Form of Contribution Agreement among each contributor named therein, NSA OP, LP and any indirectly wholly owned subsidiary of NSA OP, LP named therein (Exhibit 10.13 to the Registration Statement on Form S-11/A, filed with the SEC on April 1, 2015, is incorporated herein by this reference)
10.30	Form of Purchase and Sale Agreement among each seller named therein, National Storage Affiliates Trust and NSA OP, LP (Exhibit 10.14 to the Registration Statement on Form S-11/A, filed with the SEC on April 1, 2015, is incorporated herein by this reference)
10.31	Form of Indemnification Agreement (Exhibit 10.7 to the Registration Statement on Form S-11/A, filed with the SEC on April 1, 2015, is incorporated herein by this reference)
10.32	Facilities Portfolio Management Agreement, dated April 28, 2015, by and among (i) NSA OP, LP, (ii) the property owners listed therein, (iii) Guardian Storage Centers, LLC, a California limited liability company d/b/a StorAmerica Management, and (iv) John Minar and David Lamb, each an individual (Exhibit 10.6 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
10.33	Facilities Portfolio Management Agreement, dated April 28, 2015, by and among (i) NSA OP, LP, (ii) the property owners listed therein, (iii) Kevin Howard Real Estate, Inc., an Oregon corporation, and (iv) Kevin Howard, an individual (Exhibit 10.7 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
10.34	Facilities Portfolio Management Agreement, dated April 28, 2015, by and among (i) NSA OP, LP, (ii) the property owners listed therein, (iv) Optivest Properties, LLC, a California limited liability company, and (iv) Warren Allen, an individual (Exhibit 10.8 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
10.35	Facilities Portfolio Management Agreement, dated April 28, 2015, by and among (i) NSA OP, LP, (ii) the property owners listed therein, (iii) SecurCare Self Storage, Inc. a Colorado corporation, and (iv) David Cramer, Justin Hlibichuk and Arlen Nordhagen, each an individual (Exhibit 10.9 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
10.36	Facilities Portfolio Management Agreement, dated April 28, 2015, by and among (i) NSA OP, LP, (ii) the property owners listed therein (iii) Arizona Mini Storage Management Company, an Arizona corporation, and (iv) William F. Bohannan, Jr. and Raymond McRae, each an individual (Exhibit 10.10 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
10.37	Facilities Portfolio Management Agreement, dated April 1, 2016, by and among (i) NSA OP, LP, (ii) the property owners listed therein (iii) the property owners listed as "Deferred Management Property Owners" therein (iv) Hide-Away Storage Services, Inc., a Florida Corporation and, (v) Stephen A. Wilson, Paul Feikema, and Meisha Wilson, each an individual (Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the SEC on August 9, 2016, is incorporated herein by this reference)
10.38	Facilities Portfolio Management Agreement, dated February 24, 2017, by and among (i) NSA OP, LP, (ii) the property owners listed therein (iii) Shader Brothers Corporation, and (iv) Marc M. Smith and Laurie Shader Smith, each an individual (Exhibit 10.3 to the Quarterly Report on Form 10-Q, filed with the SEC on May 4, 2017, is incorporated herein by this reference)
10.39	Facilities Portfolio Management Agreement, dated July 1, 2017, by and among (i) NSA OP, LP, (ii) the property owners listed therein, (iii) Move It Self Storage, LP, a Texas limited partnership, and (iv) Austin Starke Taylor III, an individual (Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2017, is incorporated herein by this reference)
10.40	Open Market Sales Agreement, dated October 11, 2016, among National Storage Affiliates Trust, NSA OP, LP and Jefferies LLC (Exhibit 1.1 to the Current Report on Form 8-K, filed with the SEC on October 13, 2016, is incorporated herein by this reference)
10.41	Open Market Sales Agreement, dated October 11, 2016, among National Storage Affiliates Trust, NSA OP, LP and Robert W. Baird & Co. Incorporated (Exhibit 1.2 to the Current Report on Form 8-K, filed with the SEC on October 13, 2016, is incorporated herein by this reference)
10.42	Open Market Sales Agreement, dated October 11, 2016, among National Storage Affiliates Trust, NSA OP, LP and Morgan Stanley & Co. LLC (Exhibit 1.3 to the Current Report on Form 8-K, filed with the SEC on October 13, 2016, is incorporated herein by this reference)
10.43	Open Market Sales Agreement, dated October 11, 2016, among National Storage Affiliates Trust, NSA OP, LP and SunTrust Robinson Humphrey, Inc. (Exhibit 1.4 to the Current Report on Form 8-K, filed with the SEC on October 13, 2016, is incorporated herein by this reference)
12.1*	Computation of ratio of earnings to fixed charges and computation of ratio of earnings to combined fixed charges and preferred share dividends
21.1*	List of subsidiaries of National Storage Affiliates Trust

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23.1*	Consent of KPMG LLP for National Storage Affiliates Trust
24.1*	Power of Attorney (included on signature page)
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	XBRL (Extensible Business Reporting Language). The following materials from NSA's Annual Report on Form 10-K for the year ended December 31, 2017, tagged in XBRL: ((i) consolidated balance sheets; (ii) consolidated statements of operations; (iii) consolidated statements of comprehensive income (loss); (iv) consolidated statement of changes in equity; (v) consolidated statements of cash flows; (vi) notes to consolidated financial statements; and (vii) financial statement schedule (3).

*	Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	National Storage Affiliates Trust

By:	/s/ ARLEN D. NORDHAGEN
	Arlen D. Nordhagen
	chairman of the board of trustees, president
	and chief executive officer
	(principal executive officer)

Date: February 27, 2018

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Arlen D. Nordhagen and Tamara D. Fischer, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Form 10-K and any and all amendments thereto, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned and in the capacities and on the dates indicated.



Signature	Title	Date
National Storage Affiliates Trust

/s/ ARLEN D. NORDHAGEN	chairman of the board of trustees, president	February 27, 2018
Arlen D. Nordhagen	and chief executive officer
	(principal executive officer)

/s/ TAMARA D. FISCHER	chief financial officer	February 27, 2018
Tamara D. Fischer	(principal financial officer)

/s/ BRANDON TOGASHI	chief accounting officer	February 27, 2018
Brandon Togashi	(principal accounting officer)

/s/ GEORGE L. CHAPMAN	trustee	February 27, 2018
George L. Chapman

/s/ KEVIN M. HOWARD	trustee	February 27, 2018
Kevin M. Howard

/s/ PAUL W. HYLBERT, JR.	trustee	February 27, 2018
Paul W. Hylbert, Jr.

/s/ CHAD MEISINGER	trustee	February 27, 2018
Chad Meisinger

/s/ STEVEN G. OSGOOD	trustee	February 27, 2018
Steven G. Osgood

/s/ DOMINIC M. PALAZZO	trustee	February 27, 2018
Dominic M. Palazzo

/s/ MARK VAN MOURICK	trustee	February 27, 2018
Mark Van Mourick

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NATIONAL STORAGE AFFILIATES TRUST

INDEX TO FINANCIAL STATEMENTS

		Page
Financial Statements:
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2017 and 2016		F-4
Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 and 2015		F-5
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2017, 2016 and 2015		F-6
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2017, 2016 and 2015		F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015		F-10

Notes to the Consolidated Financial Statements		F-12

Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation		F-39


















All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

F-1

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees

National Storage Affiliates Trust:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of National Storage Affiliates Trust and subsidiaries (the Company) as of December 31, 2017 and 2016 , the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the years in the three‑year period ended December 31, 2017 , and the related notes, and the financial statement schedule, Schedule III - Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016 , and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2017 , 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, 2017 , 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 27, 2018 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 2013.

Denver, Colorado

February 27, 2018

F-2

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees

National Storage Affiliates Trust:

Opinion on Internal Control Over Financial Reporting

We have audited National Storage Affiliates Trust and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2017 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017 , 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, 2017 and 2016 , the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2017 , and the related notes, and the financial statement schedule, Schedule III - Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 27, 2018 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 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

Denver, Colorado

February 27, 2018

F-3

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NATIONAL STORAGE AFFILIATES TRUST

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share amounts)



	December 31,
	2017			2016
ASSETS
Real estate
Self storage properties	$	2,275,233		$	1,844,336
Less accumulated depreciation	(170,358		)	(110,803		)
Self storage properties, net	2,104,875			1,733,533
Cash and cash equivalents	13,366			12,570
Restricted cash	3,041			2,767
Debt issuance costs, net	2,185			3,069
Investment in unconsolidated real estate venture	89,093			81,486
Other assets, net	52,615			44,730
Assets held for sale	1,555			13,937
Total assets	$	2,266,730		$	1,892,092
LIABILITIES AND EQUITY
Liabilities
Debt financing	$	958,097		$	878,954
Accounts payable and accrued liabilities	24,459			21,616
Deferred revenue	12,687			12,454
Total liabilities	995,243			913,024
Commitments and contingencies (Note 12)
Equity
Preferred shares of beneficial interest, par value $0.01 per share. 50,000,000 authorized, 6,900,000 issued and outstanding at December 31, 2017, at liquidation preference	172,500			—
Common shares of beneficial interest, par value $0.01 per share. 250,000,000 authorized, 50,284,934 and 43,110,362 shares issued and outstanding at December 31, 2017 and 2016, respectively	503			431
Additional paid-in capital	711,467			576,365
Distributions in excess of earnings	(55,729		)	(8,719		)
Accumulated other comprehensive income	12,282			9,025
Total shareholders' equity	841,023			577,102
Noncontrolling interests	430,464			401,966
Total equity	1,271,487			979,068
Total liabilities and equity	$	2,266,730		$	1,892,092

See notes to consolidated financial statements.

F-4

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NATIONAL STORAGE AFFILIATES TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)



	Year Ended December 31,
	2017			2016			2015
REVENUE
Rental revenue	$	251,814		$	191,178		$	129,869
Other property-related revenue	8,255			6,059			4,050
Management fees and other revenue	8,061			1,809			—
Total revenue	268,130			199,046			133,919
OPERATING EXPENSES
Property operating expenses	84,455			64,798			45,412
General and administrative expenses	30,060			21,528			16,265
Depreciation and amortization	75,115			55,064			40,651
Total operating expenses	189,630			141,390			102,328
Income from operations	78,500			57,656			31,591
OTHER (EXPENSE) INCOME
Interest expense	(34,068		)	(24,109		)	(20,779		)
Loss on early extinguishment of debt	—			(136		)	(914		)
Equity in losses of unconsolidated real estate venture	(2,339		)	(1,484		)	—
Acquisition costs	(593		)	(6,546		)	(4,765		)
Organizational and offering expenses	—			—			(58		)
Non-operating expense	(58		)	(147		)	(92		)
Gain on sale of self storage properties	5,715			—			—
Other expense	(31,343		)	(32,422		)	(26,608		)
Income before income taxes	47,157			25,234			4,983
Income tax expense	(1,159		)	(368		)	(187		)
Net income	45,998			24,866			4,796
Net (income) loss attributable to noncontrolling interests	(43,037		)	(6,901		)	7,644
Net income attributable to National Storage Affiliates Trust	2,961			17,965			12,440
Distributions to preferred shareholders	(2,300		)	—			—
Net income attributable to common shareholders	$	661		$	17,965		$	12,440

Earnings (loss) per share - basic	$	0.01		$	0.60		$	0.80
Earnings (loss) per share - diluted	$	0.01		$	0.31		$	0.17

Weighted average shares outstanding - basic	44,423			29,887			15,463
Weighted average shares outstanding - diluted	44,423			78,747			45,409

See notes to consolidated financial statements.

F-5

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NATIONAL STORAGE AFFILIATES TRUST

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(dollars in thousands)



	Year Ended December 31,
	2017			2016			2015
Net income	$	45,998		$	24,866		$	4,796
Other comprehensive income (loss)
Unrealized gain (loss) on derivative contracts	1,935			6,434			(1,551		)
Reclassification of other comprehensive loss to interest expense	2,308			2,678			1,699
Other comprehensive income	4,243			9,112			148
Comprehensive income	50,241			33,978			4,944
Comprehensive (income) loss attributable to noncontrolling interests	(44,697		)	(7,272		)	7,496
Comprehensive income attributable to National Storage Affiliates Trust	$	5,544		$	26,706		$	12,440

See notes to consolidated financial statements.

F-6

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NATIONAL STORAGE AFFILIATES TRUST

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(dollars in thousands, except share amounts)



														Accumulated
								Additional			Distributions			Other
	Preferred Shares			Common Shares				Paid-in			in Excess of			Comprehensive		Noncontrolling			Total
	Number	Amount		Number		Amount		Capital			Earnings			Income		Interests			Equity
Balances, December 31, 2014	—	$	—	1,000		$	—	$	—		$	—		$	—	$	214,104		$	214,104
Net OP equity issuances in business combinations:
OP units and subordinated performance units	—	—		—		—		—			—			—		42,113			42,113
LTIP units	—	—		—		—		—			—			—		1,402			1,402
Noncontrolling interests in acquired subsidiaries	—	—		—		—		—			—			—		21,137			21,137
Redemption of common shares	—	—		(1,000	)	—		—			—			—		—			—
Issuance of common shares, net of offering costs	—	—		23,000,000		230		270,715			—			—		—			270,945
Issuance of common shares, share based compensation plans	—	—		4,751		—		—			—			—		—			—
Effect of changes in ownership for consolidated entities	—	—		—		—		(34,376		)	—			—		34,376			—
Issuance of OP units	—	—		—		—		—			—			—		1,416			1,416
Equity-based compensation expense	—	—		—		—		74			—			—		2,953			3,027
Issuance of LTIP units for acquisition expenses	—	—		—		—		—			—			—		1,020			1,020
Issuance of restricted common shares	—	—		17,210		—		—			—			—		—			—
Vesting and forfeitures of restricted common shares	—	—		(6,210	)	—		(21		)	—			—		—			(21		)
Reduction in receivables from partners of OP	—	—		—		—		—			—			—		1,589			1,589
Common share dividends	—	—		—		—		—			(12,429		)	—		—			(12,429		)
Distributions to noncontrolling interests	—	—		—		—		—			—			—		(33,200		)	(33,200		)
Other comprehensive loss	—	—		—		—		—			—			—		148			148
Net income (loss)	—	—		—		—		—			12,440			—		(7,644		)	4,796
Balances, December 31, 2015	—	—		23,015,751		230		236,392			11			—		279,414			516,047
OP equity recorded in business combinations:

See notes to consolidated financial statements.

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NATIONAL STORAGE AFFILIATES TRUST

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

(dollars in thousands, except share amounts)



										Accumulated
						Additional		Distributions		Other
	Preferred Shares		Common Shares			Paid-in		in Excess of		Comprehensive		Noncontrolling		Total
	Number	Amount	Number		Amount	Capital		Earnings		Income		Interests		Equity
OP units and subordinated performance units, net of offering costs	—	—	—		—	—		—		—		120,827		120,827
LTIP units	—	—	—		—	—		—		—		814		814
Redemption of OP units	—	—	1,125,503		11	13,004		—		(4	)	(13,011	)	—
Issuance of common shares, net of offering costs	—	—	18,962,209		190	376,224		—		—		—		376,414
Issuance of common shares, share based compensation plans	—	—	4,309		—	—		—		—		—		—
Effect of changes in ownership for consolidated entities	—	—	—		—	(49,349	)	—		288		49,061		—
Issuance of OP units	—	—	—		—	—		—		—		1,441		1,441
Equity-based compensation expense	—	—	—		—	120		—		—		2,477		2,597
Issuance of LTIP units for acquisition expenses	—	—	—		—	—		—		—		56		56
Issuance of restricted common shares	—	—	8,090		—	—		—		—		—		—
Vesting and forfeitures of restricted common shares	—	—	(5,500	)	—	(26	)	—		—		—		(26	)
Reduction in receivables from partners of OP	—	—	—		—	—		—		—		1,375		1,375
Common share dividends	—	—	—		—	—		(26,695	)	—		—		(26,695	)
Distributions to noncontrolling interests	—	—	—		—	—		—		—		(47,760	)	(47,760	)
Other comprehensive income	—	—	—		—	—		—		8,741		371		9,112
Net income	—	—	—		—	—		17,965		—		6,901		24,866
Balances, December 31, 2016	—	—	43,110,362		431	576,365		(8,719	)	9,025		401,966		979,068
Issuance of preferred shares, net of offering costs	6,900,000	172,500	—		—	(5,934	)	—		—		—		166,566
OP equity recorded in connection with property acquisitions:

See notes to consolidated financial statements.

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NATIONAL STORAGE AFFILIATES TRUST

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

(dollars in thousands, except share amounts)



														Accumulated
								Additional			Distributions			Other
	Preferred Shares			Common Shares				Paid-in			in Excess of			Comprehensive		Noncontrolling			Total
	Number	Amount		Number		Amount		Capital			Earnings			Income		Interests			Equity
OP units and subordinated performance units, net of offering costs	—	—		—		—		—			—			—		29,900			29,900
LTIP units	—	—		—		—		—			—			—		854			854
Issuance of subordinated performance units	—	—		—		—		—			—			—		7,000			7,000
Redemptions of OP units	—	—		1,409,715		14		18,389			—			289		(18,692		)	—
Issuance of common shares, net of offering costs	—	—		5,750,000		58		140,203			—			—		—			140,261
Issuance of common shares, share based compensation plans	—	—		6,862		—		—			—			—		—			—
Effect of changes in ownership for consolidated entities	—	—		—		—		(17,749		)	—			385		17,364			—
Issuance of OP units	—	—		—		—		—			—			—		1,262			1,262
Equity-based compensation expense	—	—		—		—		244			—			—		3,520			3,764
Issuance of LTIP units for acquisition expenses	—	—		—		—		—			—			—		15			15
Issuance of restricted common shares	—	—		16,525		—		—			—			—		—			—
Vesting and forfeitures of restricted common shares, net	—	—		(8,530	)	—		(51		)	—			—		—			(51		)
Reduction in receivables from partners of OP	—	—		—		—		—			—			—		812			812
Preferred share dividends	—	—		—		—		—			(2,300		)	—		—			(2,300		)
Common share dividends	—	—		—		—		—			(47,671		)	—		—			(47,671		)
Distributions to noncontrolling interests	—	—		—		—		—			—			—		(58,234		)	(58,234		)
Other comprehensive income	—	—		—		—		—			—			2,583		1,660			4,243
Net income	—	—		—		—		—			2,961			—		43,037			45,998
Balances, December 31, 2017	6,900,000	$	172,500	50,284,934		$	503	$	711,467		$	(55,729	)	$	12,282	$	430,464		$	1,271,487

See notes to consolidated financial statements.

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NATIONAL STORAGE AFFILIATES TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)



	Year Ended December 31,
	2017			2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	45,998		$	24,866		$	4,796
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	75,115			55,064			40,651
Amortization of debt issuance costs	2,175			1,955			2,714
Amortization of debt discount and premium, net	(1,570		)	(2,051		)	(1,747		)
Loss on debt extinguishment	—			136			414
Unrealized loss on fair value of derivatives	—			—			68
Gain on sale of self storage properties	(5,715		)	—			—
LTIP units issued for acquisition expenses	—			56			1,020
Equity-based compensation expense	3,764			2,597			3,027
Equity in losses of unconsolidated real estate venture	2,339			1,484			—
Distributions from unconsolidated real estate venture	5,093			730			—
Change in assets and liabilities, net of effects of self storage property acquisitions:
Other assets	(2,398		)	(1,994		)	(680		)
Accounts payable and accrued liabilities	1,200			8,386			269
Deferred revenue	(1,713		)	3,417			(198		)
Net Cash Provided by Operating Activities	124,288			94,646			50,334
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of self storage properties	(391,619		)	(532,030		)	(170,180		)
Capital expenditures	(14,656		)	(11,418		)	(4,072		)
Investments in and advances to unconsolidated real estate venture	(15,289		)	(82,950		)	—
Distributions from unconsolidated real estate venture	250			—			—
Acquisition of property management platform	—			(19,933		)	—
Deposits and advances for self storage property and other acquisitions	(4,923		)	(345		)	(738		)
Expenditures for corporate furniture, equipment and other	(588		)	(527		)	(418		)
Net proceeds from sale of self storage properties	17,534			4,823			—
Net Cash Used In Investing Activities	(409,291		)	(642,380		)	(175,408		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common shares	140,261			378,281			278,070
Proceeds from issuance of preferred shares	166,566			—			—
Proceeds from issuance of subordinated performance units	7,000			—			—
Borrowings under debt financings	760,900			812,500			258,443
Receipts for OP unit subscriptions	1,150			1,344			1,015
Collection of receivables from issuance of OP equity	—			930			774
Principal payments under debt financings	(679,104		)	(558,597		)	(357,273		)
Payment of dividends to common shareholders	(47,671		)	(26,695		)	(12,429		)
Payment of dividends to preferred shareholders	(2,300		)	—			—
Distributions to noncontrolling interests	(57,314		)	(47,005		)	(37,992		)

See notes to consolidated financial statements.

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NATIONAL STORAGE AFFILIATES TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(dollars in thousands)



	Year Ended December 31,
	2017			2016			2015
Debt issuance costs	(2,381		)	(5,665		)	(1,848		)
Equity offering costs	(1,034		)	(1,399		)	(5,438		)
Net Cash Provided by Financing Activities	286,073			553,694			123,322
Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	1,070			5,960			(1,752		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Beginning of year	15,337			9,377			11,129
End of year	$	16,407		$	15,337		$	9,377



Supplemental Cash Flow Information
Cash paid for interest	$	32,951	$	23,313	$	20,206
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Consideration exchanged in property acquisitions:
Issuance of OP units and subordinated performance units	$	30,327	$	120,952	$	42,113
Deposits on acquisitions applied to purchase price	350		631		745
LTIP units vesting upon acquisition of properties	854		814		1,402
Assumption of mortgages payable	—		61,628		73,498
Note payable to related party to settle assumed mortgages	—		—		5,342
Other net liabilities assumed	3,616		4,817		511
Notes receivable settled upon acquisition of properties	—		—		1,778
Fair value of noncontrolling interests in acquired subsidiaries	—		—		21,137
Issuance of OP unit subscription liability through reduced distributions	1,262		1,441		1,416
Settlement of acquisition receivables through reduced distributions	812		445		1,473
Increase in OP unit subscription liability through reduced distributions	108		310		498
Increase (decrease) in payables for offering costs	600		593		(1,379		)
Settlement of offering expenses from equity issuance proceeds	12,299		11,673		20,930

See notes to consolidated financial statements.

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NATIONAL STORAGE AFFILIATES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND NATURE OF OPERATIONS

National Storage Affiliates Trust was organized in the state of Maryland on May 16, 2013 and is a fully integrated, self-administered and self-managed real estate investment trust focused on the self storage sector. As used herein, "NSA," the "Company," "we," "our," and "us" refers to National Storage Affiliates Trust and its consolidated subsidiaries, except where the context indicates otherwise. The Company completed its initial public offering on April 28, 2015 and has elected and believes that it has qualified to be taxed as a real estate investment trust for U.S. federal income tax purposes ("REIT") commencing with its taxable year ended December 31, 2015.

Through its controlling interest as the sole general partner of NSA OP, LP (its "operating partnership"), a Delaware limited partnership formed on February 13, 2013, the Company is focused on the ownership, operation, and acquisition of self storage properties located within the top 100 metropolitan statistical areas ("MSAs") in the United States. Pursuant to the Agreement of Limited Partnership (as amended, the "LP Agreement") of its operating partnership, the Company's operating partnership is authorized to issue Class A Units ("OP units"), different series of Class B Units ("subordinated performance units"), and Long-Term Incentive Plan Units ("LTIP units"). The Company also owns certain of its self storage properties through other consolidated limited partnership subsidiaries of its operating partnership, which the Company refers to as "DownREIT partnerships." The DownREIT partnerships issue equity ownership interests that are intended to be economically equivalent to the Company's OP units ("DownREIT OP units") and subordinated performance units ("DownREIT subordinated performance units").

The Company owned 444 self storage properties in 26 states with approximately 27.2 million rentable square feet (unaudited) in approximately 215,000 storage units as of December 31, 2017 . These properties are managed with local operational focus and expertise by the Company and its participating regional operators ("PROs"). These PROs are SecurCare Self Storage, Inc. and its controlled affiliates ("SecurCare"), Kevin Howard Real Estate Inc., d/b/a Northwest Self Storage and its controlled affiliates ("Northwest"), Optivest Properties LLC and its controlled affiliates ("Optivest"), Guardian Storage Centers LLC and its controlled affiliates ("Guardian"), Move It Self Storage and its controlled affiliates ("Move It"), Arizona Mini Storage Management Company d/b/a Storage Solutions and its controlled affiliates ("Storage Solutions"), Hide-Away Storage Services, Inc. and its controlled affiliates ("Hide-Away") and an affiliate of Shader Brothers Corporation d/b/a Personal Mini Storage ("Personal Mini").

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles ("GAAP").

Principles of Consolidation

The Company's consolidated financial statements include the accounts of its operating partnership and its controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation of entities.

When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity ("VIE"), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued on the consolidation of VIEs. When an entity is not deemed to be a VIE, the Company considers the provisions of additional guidance to determine whether the general partner controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates all entities that are VIEs and of which the Company is deemed to be the primary beneficiary. The Company has determined that its operating partnership is a VIE. The sole significant asset of National Storage Affiliates Trust is its investment in its operating partnership, and consequently, substantially all of the Company's assets and liabilities represent those assets and liabilities of its operating partnership.

As of December 31, 2017 , the Company's operating partnership was the primary beneficiary of, and therefore consolidated, 21 DownREIT partnerships that are considered VIEs, which owned 34 self storage properties. The net book value of the real estate owned by these VIEs was $248.0 million and $256.8 million as of December 31, 2017 and December 31, 2016 , respectively. For certain DownREIT partnerships which are subject to fixed rate mortgages payable, the carrying value of such fixed rate mortgages payable held by these VIEs was $140.3 million and $41.4

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million as of December 31, 2017 and December 31, 2016 , respectively. The creditors of the consolidated VIEs do not have recourse to the Company's general credit.

Noncontrolling Interests

All of the limited partner equity interests in its operating partnership not held by the Company are reflected as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than the Company's operating partnership. In the consolidated statements of operations, the Company allocates net income (loss) attributable to noncontrolling interests to arrive at net income (loss) attributable to National Storage Affiliates Trust.

For transactions that result in changes to the Company's ownership interest in its operating partnership, the carrying amount of noncontrolling interests is adjusted to reflect such changes. The difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interests is adjusted is reflected as an adjustment to additional paid-in capital on the consolidated balance sheets.

Self Storage Properties

Self storage properties are carried at historical cost less accumulated depreciation and any impairment losses. Major replacements and betterments, which improve or extend the life of an asset, are capitalized. Expenditures for ordinary repairs and maintenance are expensed as incurred and are included in property operating expenses. Estimated depreciable lives of self storage properties are determined by considering the age and other indicators about the condition of the assets at the respective dates of acquisition, resulting in a range of estimated useful lives for assets within each category. All self storage property assets are depreciated using the straight-line method. Buildings and improvements are depreciated over estimated useful lives primarily between seven and 40 years ; furniture and equipment are depreciated over estimated useful lives primarily between three and 10 years .

When a self storage property is acquired, the purchase price of the acquired self storage property is allocated to land, buildings and improvements, furniture and equipment, customer in-place leases, assumed real estate leasehold interests, other assets acquired and liabilities assumed, based on the estimated fair value of each component. When a portfolio of self storage properties is acquired, the purchase price is allocated to the individual self storage properties based on the fair value determined using an income approach with appropriate risk-adjusted capitalization rates, which take into account the relative size, age and location of the individual self storage properties.

Cash and Cash Equivalents

The Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash equivalents. From time to time, the Company maintains cash balances in financial institutions in excess of federally insured limits. The Company has never experienced a loss that resulted from exceeding federally insured limits.

Restricted Cash

The Company's restricted cash consists of escrowed funds deposited with financial institutions for real estate taxes, insurance and other reserves for capital improvements in accordance with the Company's loan agreements.

Customer In-place Leases

In allocating the purchase price for a self storage property acquisition, the Company determines whether the acquisition includes intangible assets. The Company allocates a portion of the purchase price to an intangible asset attributed to the value of customer in-place leases. This intangible asset is amortized to expense using the straight-line method over 12 months , the estimated average rental period for the Company's customers. Amortization expense for customer in-place leases amounted to $13.5 million , $12.0 million and $12.0 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Substantially all of the leases in place at acquired properties are at market rates, as the leases are month-to-month contracts.

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Impairment of Long-Lived Assets

The Company evaluates long-lived assets for impairment when events and circumstances indicate that there may be impairment. When events or changes in circumstances indicate that the Company's long-lived assets may not be recoverable, the carrying value of these long-lived assets is compared to the undiscounted future net operating cash flows, plus a terminal value attributable to the assets. If an asset's carrying value is not considered recoverable, an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value. For the periods presented, no assets were determined to be impaired under this policy.

Costs of Raising Capital

Commissions, legal fees and other costs that are directly associated with equity offerings are capitalized as deferred offering costs, pending a determination of the success of the offering. Deferred offering costs related to successful offerings are charged to additional paid-in capital within equity in the period it is determined that the offering was successful.

Debt issuance costs are amortized over the estimated life of the related debt using the straight-line method, which approximates the effective interest rate method. Amortization of debt issuance costs is included in interest expense in the accompanying statements of operations.

Revenue Recognition

Management has determined that all of the Company's leases are operating leases. Substantially all leases may be terminated on a month-to-month basis and rental income is recognized ratably over the lease term using the straight-line method. Rents received in advance are deferred and recognized on a straight-line basis over the related lease term associated with the prepayment. Promotional discounts and other incentives are recognized as a reduction to rental income over the applicable lease term. Other property-related revenue consists of ancillary revenues such as tenant insurance-related access fees and commissions and sales of storage supplies which are recognized in the period earned.

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

The Company earns management and other fees for managing and operating its unconsolidated real estate venture. These fees include property management fees, call center fees, platform fees, acquisition fees, development fees and a portion of tenant warranty protection proceeds. The Company recognizes these fees when they are earned, fixed and determinable. The fees are reported in management fees and other revenue in the Company's consolidated statements of operations.

Advertising Costs

The Company incurs advertising costs primarily attributable to internet, directory and other advertising. Advertising costs are included in property operating expenses in the accompanying statements of operations. These costs are expensed in the period in which the cost is incurred. The Company incurred advertising costs of $3.7 million , $3.1 million and $2.4 million for the years ended December 31, 2017 , 2016 and 2015 , respectively.

Acquisition Costs

The Company incurs title, legal and consulting fees, and other costs associated with the completion of acquisitions. During the year ended December 31, 2017, the Company adopted Accounting Standards Update ("ASU") 2017-01 and as a result, the Company's self storage property acquisitions during the year ended December 31, 2017 were accounted for as asset acquisitions, and accordingly, acquisition costs directly related to the self storage property acquisitions were capitalized as part of the basis of the acquired properties. Indirect acquisition costs remain included in acquisition costs in the accompanying statements of operations in the period in which they were incurred. Prior to the Company's adoption of ASU 2017-01, direct and indirect costs were included in acquisition costs in the accompanying statements of operations in the period in which they were incurred.

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Income Taxes

Through December 31, 2014, the Company did not have a profit and loss sharing interest in its operating partnership and did not have any other operations that were subject to taxation. Accordingly, the Company did not generate a federal income tax benefit or expense for the period from its inception through December 31, 2014.

The Company has elected and believes it has qualified to be taxed as a REIT under sections 856 through 860 of the U.S. Internal Revenue Code (the "Code") commencing with the taxable year ended December 31, 2015. To qualify as a REIT, among other things, the Company is required to distribute at least 90% of its REIT taxable income to its shareholders and meet certain tests regarding the nature of its income and assets. As a REIT, the Company is not subject to federal income tax on the earnings distributed currently to its shareholders that it derives from its REIT qualifying activities. If the Company fails to qualify as a REIT in any taxable year, and is unable to avail itself of certain provisions set forth in the Code, all of the Company's taxable income would be subject to federal and state income taxes at regular corporate rates.

The Company will not be required to make distributions with respect to income derived from the activities conducted through subsidiaries that the Company elects to treat as taxable REIT subsidiaries ("TRS") for federal income tax purposes. Certain activities that the Company undertakes must be conducted by a TRS, such as performing non-customary services for its customers, facilitating sales by PROs of tenant insurance and holding assets that the Company is not permitted to hold directly. A TRS is subject to federal and state income taxes.

On June 25, 2014, the Company formed NSA TRS, LLC ("NSA TRS"), a Delaware limited liability company. The Company has elected to treat NSA TRS as a TRS, and consequently, NSA TRS is subject to U.S. federal and state corporate income taxes. Deferred tax assets and liabilities are recognized to the extent of any differences between the financial reporting and tax bases of assets and liabilities. No material deferred tax assets and liabilities were recorded as of December 31, 2017 and 2016 .

The Company did not have any unrecognized tax benefits related to uncertain tax positions as of December 31, 2017 and 2016 . Future amounts of accrued interest and penalties, if any, related to uncertain tax positions will be recorded as a component of income tax expense. The Company does not expect that the amount of unrecognized tax benefits will change significantly in the next 12 months.

The Company's material taxing jurisdiction is the U.S. federal jurisdiction; the 2014 tax year is the earliest period that remains open to examination by these taxing jurisdictions.

Earnings per Share

Basic earnings per share is calculated based on the weighted average number of the Company's common shares of beneficial interest, $0.01 par value per share ("common shares"), outstanding during the period. Diluted earnings per share is calculated by further adjusting for the dilutive impact using the treasury stock method for any share options and unvested share equivalents outstanding during the period and the if-converted method for any convertible securities outstanding during the period.

As more fully described below under " –Allocation of Net Income (Loss)" , the Company allocates GAAP income (loss) utilizing the hypothetical liquidation at book value ("HLBV") method, which could result in net income (or net loss) attributable to National Storage Affiliates Trust during a period when the Company reports consolidated net loss (or net income), or net income (or net loss) attributable to National Storage Affiliates Trust in excess of the Company's consolidated net income (or net loss). The computations of basic and diluted earnings (loss) per share may be materially affected by these disproportionate income (loss) allocations, resulting in volatile fluctuations of basic and diluted earnings (loss) per share.

Equity-Based Awards

The measurement and recognition of compensation cost for all equity-based awards granted to officers, employees and consultants is based on estimated fair values. Compensation cost is recognized on a straight-line basis over the requisite service periods of each award with non-graded vesting. For awards granted which contain a graded vesting schedule and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award was, in substance, a single award. For awards granted for which vesting is subject to a performance condition, including awards that vested upon completion of the Company's initial public offering, compensation cost is recognized over the requisite service period if and when the Company concludes it is probable that the performance condition will be achieved.

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The estimated fair value of all equity-based awards issued to PROs and their affiliates in connection with self storage property acquisitions is included in the cost of the respective acquisitions. The estimated fair value of such awards is measured at the date the self storage properties are acquired, as this date represents satisfaction of the performance condition and coincides with the award vesting.

Derivative Financial Instruments

The Company carries all derivative financial instruments on the balance sheet at fair value. Fair value of derivatives is determined by reference to observable prices that are based on inputs not quoted on active markets, but corroborated by market data. The accounting for changes in the fair value of a derivative instrument depends on whether the derivative has been designated and qualifies as part of a hedging relationship. The Company's use of derivative instruments has been limited to interest rate swap and cap agreements. The fair values of derivative instruments are included in other assets and accounts payable and accrued liabilities in the accompanying balance sheets. For derivative instruments not designated as cash flow hedges, the unrealized gains and losses are included in interest expense in the accompanying statements of operations. For derivatives designated as cash flow hedges, the effective portion of the changes in the fair value of the derivatives is initially reported in accumulated other comprehensive income (loss) in the Company's balance sheets and subsequently reclassified into earnings when the hedged transaction affects earnings.

The valuation of interest rate swap and cap agreements is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate forward curves. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

Fair Value Measurements

When measuring fair value of financial instruments that are required to be recorded or disclosed at fair value, the Company uses a three-tier measurement hierarchy which prioritizes the inputs used to calculate fair value. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Investments in Unconsolidated Real Estate Venture

The Company’s investment in its unconsolidated real estate venture is recorded under the equity method of accounting in the accompanying consolidated financial statements.

Under the equity method, the Company’s investment in real estate venture is stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings (losses) is recognized based on the Company’s ownership interest in the earnings (losses) of the unconsolidated real estate venture. The Company follows the "look through" approach for classification of distributions from joint ventures in its consolidated statements of cash flows. Under this approach, distributions are reported under operating cash flow unless the facts and circumstances of a specific distribution clearly indicate that it is a return of capital (e.g., proceeds from the unconsolidated real estate venture’s sale of assets), in which case it is reported as an investing activity.

Segment Reporting

The Company manages its business as one reportable segment consisting of investments in self storage properties located in the United States. Although the Company operates in several markets, these operations have been aggregated into one reportable segment based on the similar economic characteristics amongst all markets.

Reclassifications

Certain amounts in the consolidated financial statements and related notes have been reclassified to conform to the current year presentation. Such reclassifications do not impact the Company's previously reported financial position or net income (loss).

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Allocation of Net Income (Loss)

The distribution rights and priorities set forth in the operating partnership's LP Agreement differ from what is reflected by the underlying percentage ownership interests of the unitholders. Accordingly, the Company allocates GAAP income (loss) utilizing the HLBV method, in which the Company allocates income or loss based on the change in each unitholders’ claim on the net assets of its operating partnership at period end after adjusting for any distributions or contributions made during such period. The HLBV method is commonly applied to equity investments where cash distribution percentages vary at different points in time and are not directly linked to an equity holder’s ownership percentage.

The HLBV method is a balance sheet-focused approach to income (loss) allocation. A calculation is prepared at each balance sheet date to determine the amount that unitholders would receive if the operating partnership were to liquidate all of its assets (at GAAP net book value) and distribute the resulting proceeds to its creditors and unitholders based on the contractually defined liquidation priorities. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is used to derive each unitholder's share of the income (loss) for the period. Due to the stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation expense, in any given period, income or loss may be allocated disproportionately to unitholders as compared to their respective ownership percentage in the operating partnership, and net income (loss) attributable to National Storage Affiliates Trust could be more or less net income than actual cash distributions received and more or less income or loss than what may be received in the event of an actual liquidation. Additionally, the HLBV method could result in net income (or net loss) attributable to National Storage Affiliates Trust during a period when the Company reports consolidated net loss (or net income), or net income (or net loss) attributable to National Storage Affiliates Trust in excess of the Company's consolidated net income (or net loss). The computations of basic and diluted earnings (loss) per share may be materially affected by these disproportionate income (loss) allocations, resulting in volatile fluctuations of basic and diluted earnings (loss) per share.

Other Comprehensive Income (Loss)

The Company has cash flow hedge derivative instruments that are measured at fair value with unrealized gains or losses recognized in other comprehensive income (loss) with a corresponding adjustment to accumulated other comprehensive income (loss) within equity, as discussed further in Note 13. Under the HLBV method of allocating income (loss) discussed above, a calculation is prepared at each balance sheet date by applying the HLBV method including, and excluding, the assets and liabilities resulting from the Company's cash flow hedge derivative instruments to determine comprehensive income (loss) attributable to National Storage Affiliates Trust. As a result of the distribution rights and priorities set forth in the operating partnership's LP Agreement, in any given period, other comprehensive income (loss) may be allocated disproportionately to unitholders as compared to their respective ownership percentage in the operating partnership and as compared to their respective allocation of net income (loss).

Assets Held For Sale

The Company classifies properties as held for sale when certain criteria are met. At such time, the properties, including significant assets and liabilities that are expected to be transferred as part of a sale transaction, are presented separately on the consolidated balance sheet at the lower of carrying value or estimated fair value less costs to sell and depreciation is no longer recognized. As of December 31, 2017 and 2016, the Company had one and two self storage properties classified as held for sale, respectively. The results of operations for the self storage properties classified as held for sale are reflected within income from operations in the Company's consolidated statements of operations.

Goodwill

Goodwill represents the costs of business acquisitions in excess of the fair value of identifiable net assets acquired. The Company evaluates goodwill for potential impairment annually, or whenever impairment indicators are present. The Company determined that there was no impairment to goodwill during the years ended December 31, 2017 and 2016.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The Company has completed its analysis of ASU 2014-09 and concluded that its adoption of ASU 2014-09 will not have a material effect on its consolidated financial statements and related disclosures. The Company adopted ASU 2014-09 effective January 1, 2018.

In February 2016, the FASB issued ASU 2016-02, Leases, which amends the existing guidance for accounting for leases, including requiring 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 and lessees to recognize most leases on-balance sheet as lease liabilities with corresponding right-of-use assets. The Company will adopt ASU 2016-02 effective January 1, 2019. ASU 2016-02 requires a modified retrospective approach, with entities applying the new guidance at the beginning of the earliest period presented in the financial statements in which they first apply the new standard, with certain elective transition relief. The Company is evaluating the effect that ASU 2016-02 will have on its operating leases, consolidated financial statements and related disclosures. The Company expects ASU 2016-02 to primarily impact its accounting for its non-cancelable leasehold interest agreements in which it serves as the lessee. See Note 12 for additional information about the Company's non-cancelable leasehold interest agreements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows, which clarifies the classification of certain cash receipts and cash payments in the statement of cash flows, including debt prepayment or extinguishment costs, settlement of contingent consideration arising from a business combination, insurance settlement proceeds, and distributions from certain equity method investees. The Company adopted ASU 2016-15 effective January 1, 2017, which did not result in any changes to the presentation of amounts shown on the Company's consolidated statements of cash flows to all periods presented.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows - Restricted Cash, that requires the inclusion of restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted ASU 2016-18 effective January 1, 2017, which resulted in the inclusion of the Company's restricted cash balances along with cash and cash equivalents in the Company's consolidated statement of cash flows and separate line items showing changes in restricted cash balances were eliminated from the Company's consolidated statements of cash flows. ASU 2016-18 was applied retrospectively to all periods presented.

In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities, which amends the existing GAAP hedge accounting recognition and presentation requirements. ASU 2017-12 is effective for the Company on January 1, 2019, with early adoption permitted. The Company has completed its analysis of ASU 2017-12 and concluded that its adoption of ASU 2017-12 will not have a material effect on its consolidated financial statements and related disclosures. The Company early adopted ASU 2017-12 effective January 1, 2018.

3. SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

Shareholders' Equity

The Company completed its initial public offering on April 28, 2015, pursuant to which it sold 23,000,000 of its common shares, at a price of $13.00 per share, which included 3,000,000 common shares sold upon the exercise in full by the underwriters of their option to purchase additional shares. These transactions resulted in net proceeds to the Company of approximately $278.1 million , after deducting the underwriting discount and before additional expenses associated with the offering.

Common Share Offerings

On December 11, 2017, the Company closed a follow-on public offering of 5,750,000 of its common shares, which included 750,000 common shares sold upon the exercise in full by the underwriters of their option to purchase additional common shares, at a public offering price of $ 25.50 per share. The Company received aggregate net proceeds from the offering of approximately $140.3 million after deducting the underwriting discount and additional expenses associated with the offering.

On July 6, 2016, the Company closed a follow-on public offering of 12,046,250 of its common shares, which included 1,571,250 common shares sold upon the exercise in full by the underwriters of their option to purchase additional common shares, at a public offering price of $20.75 per share. The Company received aggregate net proceeds

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from the offering of approximately $237.5 million after deducting the underwriting discount and additional expenses associated with the offering.

On December 16, 2016, the Company closed a follow-on offering of 5,175,000 of its common shares, which included 675,000 common shares sold upon the exercise in full by the underwriters of their option to purchase additional common shares, at an offering price of $20.48 per share. The Company received aggregate net proceeds from the offering of approximately $105.5 million after deducting the underwriting discount and additional expenses associated with the offering.

At the Market ("ATM") Program

On October 11, 2016, the Company entered into open market sales agreements with four agents, pursuant to which the Company may sell from time to time up to $200 million of the Company's common shares in sales deemed to be "at the market offerings." The Company may offer the common shares through the agents, as sales agents, or to the agents, acting as principals by means of, among others, ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale or at negotiated prices.

During the year ended December 31, 2016 , the Company sold 1,740,959 of its common shares through the ATM program. The common shares were sold at an average offering price of $19.54 per share, resulting in net proceeds to the Company of approximately $33.6 million after deducting compensation payable by the Company to such agents, but before expenses.

Series A Preferred Share Offering

On October 11, 2017, the Company completed an underwritten public offering of 6,900,000 of its 6.000% Series A Preferred Shares, which included 900,000 Series A Preferred Shares sold upon the exercise in full by the underwriters of their option to purchase additional Series A Preferred Shares, resulting in net proceeds to the Company of approximately $ 166.6 million , after deducting the underwriting discount and the Company's other offering expenses. Dividends on the Series A Preferred Shares, which are payable quarterly in arrears, are cumulative from the date of original issuance in the amount of $1.50 per share each year. The Series A Preferred Shares rank senior to our common shares with respect to dividend rights and rights upon our liquidation, dissolution or winding up. Generally, the Series A Preferred Shares become redeemable by the Company beginning in October 2022 for a cash redemption price of $ 25.00 per share, plus accrued but unpaid dividends.

Noncontrolling Interests

All of the limited partner equity interests in the Company's operating partnership not held by the Company are reflected as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than the Company's operating partnership. NSA is the general partner of its operating partnership and is authorized to cause its operating partnership to issue additional partner interests, including OP units and subordinated performance units, at such prices and on such other terms as it determines in its sole discretion.

As of December 31, 2017 and 2016 , units reflecting noncontrolling interests consisted of the following:



	December 31,
	2017	2016
OP units	26,719,607	26,125,444
Subordinated performance units	11,604,738	11,022,378
LTIP units	771,396	1,543,905
DownREIT units
DownREIT OP units	1,834,786	1,834,786
DownREIT subordinated performance units	4,386,999	4,386,999
Total	45,317,526	44,913,512

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OP Units and DownREIT OP units

OP units in the Company's operating partnership are redeemable for cash or, at the Company's option, exchangeable for common shares on a one -for-one basis, and DownREIT OP units are redeemable for cash or, at the Company's option, exchangeable for OP units in its operating partnership on a one -for-one basis, subject to certain adjustments in each case. The holders of OP units are generally not entitled to elect redemption until one year after the issuance of the OP units. The holders of DownREIT OP units are generally not entitled to elect redemption until five years after the date of the contributor's initial contribution. Accordingly, these limited partner interests are included in noncontrolling interests within equity in the accompanying balance sheets as of December 31, 2017 and 2016 .

The increase in OP Units outstanding from December 31, 2016 to December 31, 2017 was due to 1,022,718 OP units issued in connection with the acquisition of self storage properties and 992,210 LTIP units which were converted into OP units, as discussed further below, partially offset by the redemption of 1,409,715 OP units and 11,050 OP units which were converted into subordinated performance units.

Subordinated Performance Units and DownREIT Subordinated Performance Units

The increase in subordinated performance units outstanding from December 31, 2016 to December 31, 2017 was due to the issuance of 300,043 subordinated performance units to an affiliate of Personal Mini (the Company's chairman and chief executive officer, Arlen D. Nordhagen, has a noncontrolling minority ownership interest in this affiliate of Personal Mini), the issuance of 271,267 subordinated performance units in connection with the acquisition of self storage properties and 11,050 OP units which were converted into subordinated performance units.

LTIP Units

LTIP units are a special class of partnership interest in the Company's operating partnership that allow the holder to participate in the ordinary and liquidating distributions received by holders of the OP units (subject to the achievement of specified levels of profitability by the Company's operating partnership or the achievement of certain events). LTIP units may also, under certain circumstances, be convertible into OP units on a one -for-one basis, which are then exchangeable for common shares as described above. LTIP units do not have full parity with OP units with respect to liquidating distributions and may not receive ordinary distributions until such parity is reached pursuant to the terms of the LP Agreement. If such parity is reached under the LP Agreement, upon vesting, vested LTIP units may be converted into an equal number of OP units, and thereafter have all the rights of OP units, including redemption rights. See Note 9 for additional information about the Company's LTIP Units.

The decrease in LTIP units outstanding from December 31, 2016 to December 31, 2017 was due to the conversion of 992,210 LTIP units into 992,210 OP units partially offset by the issuance of 219,701 compensatory LTIP units to employees, consultants and trustees.

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4. SELF STORAGE PROPERTIES

Self storage properties are summarized as follows (dollars in thousands):



	December 31,
	2017			2016
Land	$	528,304		$	456,135
Buildings and improvements	1,741,459			1,383,603
Furniture and equipment	5,470			4,598
Total self storage properties	2,275,233			1,844,336
Less accumulated depreciation	(170,358		)	(110,803		)
Self storage properties, net	$	2,104,875		$	1,733,533

Depreciation expense related to self storage properties amounted to $60.5 million , $42.7 million and $28.5 million for the years ended December 31, 2017 , 2016 and 2015 , respectively.

5. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURE

During the year ended December 31, 2016, the Company, through a newly formed subsidiary (the "NSA Member"), entered into an agreement to form an unconsolidated real estate venture (the "Joint Venture") with a state pension fund (the "JV Investor," together with the NSA Member, the "Members") advised by Heitman Capital Management LLC to acquire and operate the 66 -property "iStorage" facilities portfolio (the "JV Portfolio") for an aggregate purchase price of approximately $630.0 million (the "Acquisition").

On October 4, 2016, the Joint Venture completed its acquisition of the JV Portfolio. The Joint Venture financed the Acquisition with approximately $320.0 million in equity (approximately $80.0 million from the NSA Member in exchange for a 25% ownership interest and approximately $240.0 million from the JV Investor in exchange for a 75% ownership interest) with the balance of the purchase price funded using proceeds from new debt financing.

During the year ended December 31, 2017 , the Joint Venture acquired five self storage properties with an aggregate fair value of $59.3 million . The Company contributed $14.9 million to the Joint Venture to fund the acquisitions.

As of December 31, 2017. the Joint Venture portfolio consisted of 71 properties containing approximately 4.9 million rentable square feet (unaudited), configured in approximately 39,000 storage units and located across 13 states.

A subsidiary of the Company is acting as the non-member manager of the Joint Venture (the "NSA Manager"). The Joint Venture pays certain customary fees to the Company for managing and operating the properties, including a monthly property management fee equal to 6% of gross revenues and net sales revenues from Joint Venture assets, an annual call center fee equal to 1% of monthly gross revenues and net sales revenues from Joint Venture assets, a monthly platform fee equal to $1,250 per Joint Venture property, an acquisition fee equal to 0.65% of the gross capitalization (including debt and equity) of the original JV Portfolio, of which one quarter is earned each year over the first four years of the Joint Venture, with an additional fee determined on a sliding scale for future acquisitions, and a development management fee for any development projects acquired by the Joint Venture equal to 3% of construction costs (excluding "soft costs"). An affiliate of the NSA Manager provides tenant warranty protection to tenants at the Joint Venture properties in exchange for 50% of all proceeds from the tenant warranty protection program at each Joint Venture property. During the year ended December 31, 2017 and December 31, 2016 , the Company earned $8.1 million and $1.8 million , respectively, of management and other fees for managing and operating its Joint Venture. The fees are reported in management fees and other revenue in the Company's consolidated statements of operations.

The Company's investment in the Joint Venture is accounted for using the equity method of accounting and is included in investment in unconsolidated real estate venture in the Company’s consolidated balance sheets. The Company's investment in the unconsolidated real estate venture totaled $89.1 million and $81.5 million as of December 31, 2017 and December 31, 2016 , respectively. This investment includes $3.7 million of direct costs incurred by the Company primarily related to sourcing joint venture partner capital. Due to the nature of these costs, this additional investment basis is not amortized.

The Company’s earnings (losses) from its investment in the Joint Venture is presented in equity in losses of unconsolidated real estate venture on the Company’s consolidated statements of operations and totaled $2.3 million and $1.5 million for the years ended December 31, 2017 and December 31, 2016 , respectively.

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The following tables present condensed financial information of the Joint Venture as of and for the year ended December 31, 2017 and as of and for the period ended December 31, 2016 (in thousands):



	December 31, 2017		December 31, 2016
ASSETS
Self storage properties, net	$	655,973	$	614,754
Other assets	8,397		19,936
Total assets	$	664,370	$	634,690
LIABILITIES AND EQUITY
Debt financing	$	317,359	$	317,047
Other liabilities	4,855		4,498
Equity	342,156		313,145
Total liabilities and equity	$	664,370	$	634,690



	Year Ended December 31, 2017			Period Ended December 31, 2016
Total revenue	$	54,747		$	12,197
Property operating expenses	18,463			3,850
Net operating income	36,284			8,347
Supervisory, administrative and other expenses	(3,921		)	(949		)
Depreciation and amortization	(29,192		)	(6,235		)
Interest expense	(11,389		)	(2,823		)
Acquisition and other expenses	(1,146		)	(4,277		)
Net loss	$	(9,364	)	$	(5,937	)

Separately, the Company, through certain newly formed subsidiaries, agreed to acquire the iStorage property management platform related to the JV Portfolio, including a property management company, a captive insurance company, and related intellectual property for $20.0 million . On October 4, 2016, the Company completed its acquisition of the property management platform. The property management platform was accounted for as a business combination whereby the Company allocated the total purchase price to the estimated fair value of tangible and intangible assets acquired, and liabilities assumed. The Company allocated a portion of the purchase price to tangible fixed assets of $0.4 million and intangible assets consisting of the management contract with an estimated fair value of $10.6 million and the iStorage trade name with an estimated fair value of $3.2 million . The excess of the aggregate consideration paid for the property management platform over the identified assets acquired and liabilities assumed, equal to $5.8 million , was allocated to goodwill. The tangible and intangible assets related to the property management platform are reported in other assets, net in the Company's consolidated balance sheets.

The Company’s fair value measurements were based, in part, on valuations prepared by an independent valuation firm and the allocation of the property management platform purchase price required a significant amount of judgment. The Company measured the fair value of the management contract based on discounted future cash flows expected under the management contract. Neither the management contract nor the Joint Venture have a finite term. Accordingly, the Company assigned probabilities to the term of the Joint Venture and the Company’s management relationship with the Joint Venture using the Company’s best estimates and assumptions. The management contract asset is charged to amortization expense on a straight-line basis over 15 years , which represents the time period over which the majority of value was attributed in the Company’s discounted cash flow model. The Company measured the fair value of the trade name, which has an indefinite life and is not amortized, using the relief from royalty method.

The results of operations for the property management platform are included in the Company's statements of operations beginning on October 4, 2016. On an unaudited pro forma basis, after giving effect to the acquisition of the property management platform as if it was acquired on January 1, 2015, the Company would have recorded incremental additional revenue of $4.9 million and $6.3 million for the years ended December 31, 2016 and 2015, respectively, and incremental net income of $0.6 million and $0.7 million for the years ended December 31, 2016 and 2015, respectively. This pro forma information was prepared using the following significant assumptions: the Joint Venture acquired the JV Portfolio and the management contract was effective on January 1, 2015; the Company financed the purchase price

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of the property management platform through borrowings under its Revolver with interest computed based on the effective interest rate of 2.17% as of December 31, 2016; and assumed depreciation and amortization expense is based on the actual acquisition-date fair values and useful lives assigned to tangible fixed assets and the management contract.

The unaudited pro forma information in the paragraph above does not purport to represent what the 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 pro forma information was prepared using audited and unaudited historical financial information related to the JV Portfolio obtained by the Company as part of its underwriting and due diligence process and does not give effect to any assumptions about improved operating performance of the JV Portfolio under the management of the NSA Manager nor does it give effect to potential property acquisitions by the Joint Venture, as such assumptions would require projections and estimates of management’s intentions that are not factually supportable.

6. SELF STORAGE PROPERTY ACQUISITIONS AND DISPOSITIONS

Acquisitions

The Company acquired 65 self storage properties with an estimated fair value of $426.8 million during the year ended December 31, 2017 and 107 self storage properties with an estimated fair value of $721.4 million during the year ended December 31, 2016 . During the year ended December 31, 2017 , 10 self storage properties with an estimated fair value of $73.2 million were acquired by the Company from its PROs and during the year ended December 31, 2016 , 23 self storage properties with an estimated fair value of $176.3 million were acquired by the Company from its PROs.

The Company allocated the total purchase price to the estimated fair value of tangible and intangible assets acquired, and liabilities assumed for these self storage property acquisitions. The Company allocated a portion of the purchase price to identifiable intangible assets consisting of customer in-place leases which were recorded at estimated fair values of $10.5 million and $17.7 million during the years ended December 31, 2017 and 2016 , respectively, resulting in a total fair value of $416.3 million and $703.7 million allocated to real estate during the years ended December 31, 2017 and 2016 , respectively.

As a result of the Company's adoption of ASU 2017-01 during the year ended December 31, 2017 , the 65 self storage properties acquired during the year ended December 31, 2017 were accounted for as asset acquisitions and accordingly, $3.6 million of acquisition costs related to the acquisitions were capitalized as part of the basis of the acquired properties.

The following table summarizes, by calendar quarter, the investments in self storage property acquisitions completed by the Company during the year s ended December 31, 2017 and 2016 (dollars in thousands):



Acquisitions closed during the Three Months Ended:		Summary of Investment
	Number of Properties	Cash and Acquisition Costs		Value of OP Equity ⁽¹⁾		Liabilities Assumed				Total
	Number of Properties	Cash and Acquisition Costs		Value of OP Equity ⁽¹⁾		Mortgages ⁽²⁾		Other		Total
March 31, 2017	5	$	26,780	$	4,964	$	—	$	183	$	31,927
June 30, 2017	10	60,672		8,931		—		387		69,990
September 30, 2017	19	122,742		267		—		826		123,835
December 31, 2017	31	181,809		17,019		—		2,220		201,048
Total	65	$	392,003	$	31,181	$	—	$	3,616	$	426,800

March 31, 2016	17	$	63,300	$	19,068	$	5,861	$	584	$	88,813
June 30, 2016	25	61,263		80,986		55,767		1,212		199,228
September 30, 2016	34	199,890		4,841		—		896		205,627
December 31, 2016	31	208,707		16,871		—		2,125		227,703
Total	107	$	533,160	$	121,766	$	61,628	$	4,817	$	721,371


⁽¹⁾	^{Value of OP equity represents the fair value of OP units, subordinated performance units, and LTIP units.}


⁽²⁾	^{Includes fair value of debt adjustment for assumed mortgages of approximately} ^{$7.2 million} ^{during the} ^year ^{ended December 31,} ²⁰¹⁶ ^.

The results of operations for these self storage acquisitions are included in the Company's statements of operations beginning on the respective closing date for each acquisition. The accompanying statements of operations includes

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aggregate revenue of $15.5 million and operating income of $0.5 million related to the 65 self storage properties acquired during the year ended December 31, 2017 . For the year ended December 31, 2016 , the accompanying statements of operations includes aggregate revenue of $35.6 million and operating income of $3.7 million related to the 107 self storage properties acquired during such period.

Unaudited Pro Forma Financial Information For 2016 Business Combinations

The Company acquired 107 self storage properties during the year ended December 31, 2016 that were accounted for as business combinations. On a pro forma basis, after giving effect to the acquisition of 100 of the 107 self storage properties as if they were acquired on January 1, 2015 (pro forma financial information is not presented for seven of the self storage properties acquired during the year ended December 31, 2016 since the information required is not available to the Company), the Company would have recorded incremental additional revenue of $35.5 million and net income of $15.3 million for the year ended December 31, 2016 and additional revenue of $61.2 million and an incremental net loss of $23.1 million for the year ended December 31, 2015. This unaudited pro forma information was prepared using the following significant assumptions: (i) for the cash portion of the purchase price, the Company assumed borrowings under the Company's revolving line of credit with interest computed based on the effective interest rate of 2.17% as of December 31, 2016 ; (ii) for assumed debt financing directly associated with the acquisition of specific self storage properties, interest was computed for the entirety of the periods presented using the effective interest rates under such financings; and (iii) for acquisition costs $6.5 million incurred during the year ended December 31, 2016 , pro forma adjustments give effect to these costs as if they were incurred on January 1, 2015.

The unaudited pro forma information presented in the paragraph above does not purport to represent what the actual results of operations would have been for the periods indicated, nor does it purport to represent the Company's future results of operations. As described in greater detail above, given that certain information with respect to the business combinations is not available to the Company, readers of this Form 10-K and investors are cautioned not to place undue reliance on the Company's unaudited pro forma financial information.

Dispositions

During the year ended December 31, 2017 , the Company sold to unrelated third parties three self storage properties and excess land parcels adjacent to its self storage properties. The gross sales price was $17.8 million and the Company recognized $5.7 million of gain on the sales.

In December 2016, the Company sold to an unrelated third party one of the self storage properties acquired as part of a larger portfolio of self storage properties acquired during the year ended December 31, 2016 . The gross sales price was $4.9 million and the Company did not recognize any gain or loss on the sale.

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7. OTHER ASSETS

Other assets consist of the following (dollars in thousands):



	December 31,
	2017		2016
Customer in-place leases, net of accumulated amortization of $3,914 and $7,831, respectively	$	6,590	$	9,374
Receivables:
Trade, net	2,274		1,898
PROs and other affiliates	979		601
Receivable from unconsolidated real estate venture	1,200		1,093
Property acquisition deposits	5,050		477
Interest rate swaps	12,414		8,742
Prepaid expenses and other	3,949		1,879
Corporate furniture, equipment and other, net	1,444		1,243
Trade name	3,200		3,200
Management contract, net of accumulated amortization of $856 and $148, respectively	9,765		10,473
Goodwill	5,750		5,750
Total	$	52,615	$	44,730

Amortization expense related to customer in-place leases amounted to $ 13.5 million , $ 12.0 million and $ 12.0 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Amortization expense related to the management contract amounted to $0.7 million and $0.1 million for the years ended December 31, 2017 and 2016 , respectively.

8. DEBT FINANCING

The Company's outstanding debt as of December 31, 2017 and 2016 is summarized as follows (dollars in thousands):



		December 31,
	Interest Rate ⁽¹⁾	2017		2016
Credit Facility:
Revolving line of credit	2.96%	$	88,500	$	246,500
Term loan A	2.63%	235,000		225,000
Term loan B	3.24%	155,000		100,000
Term loan C	3.71%	105,000		—
Term loan facility	3.08%	100,000		100,000
Fixed rate mortgages payable	4.15%	271,491		201,694
Total principal		954,991		873,194
Unamortized debt issuance costs and debt premium, net		3,106		5,760
Total debt		$	958,097	$	878,954


⁽¹⁾	^{Represents the effective interest rate as of} ^{December 31, 2017} ^{. Effective interest rate incorporates the stated rate plus the impact of interest rate cash flow hedges and discount and premium amortization, if applicable. For the revolving line of credit, the effective interest rate excludes fees for unused borrowings.}

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Credit Facility

The Company has an unsecured credit facility with a syndicated group of lenders, which, as of December 31, 2017 , provided for total borrowings of $895.0 million consisting of four components: (i) a Revolver which provides for a total borrowing commitment up to $400.0 million , whereby the Company may borrow, repay and re-borrow amounts under the Revolver, (ii) a $235.0 million Term Loan A, (iii) a $155.0 million Term Loan B, and (iv) a $105.0 million Term Loan C.

The Revolver matures in May 2020; provided that the Company may elect to extend the maturity to May 2021 by paying an extension fee of 0.15% of the total borrowing commitment thereunder at the time of extension and meeting other customary conditions with respect to compliance. The Term Loan A matures in May 2021, the Term Loan B matures in May 2022 and the Term Loan C matures in February 2024. The Revolver, Term Loan A, Term Loan B and Term Loan C are not subject to any scheduled reduction or amortization payments prior to maturity.

Interest rates applicable to loans under the credit facility are determined based on a 1, 2, 3 or 6 month LIBOR period (as elected by the Company at the beginning of any applicable interest period) plus an applicable margin or a base rate, determined by the greatest of the Key Bank prime rate, the federal funds rate plus 0.50% or one month LIBOR plus 1.00% , plus an applicable margin. The applicable margins for the credit facility are leverage based and range from 1.35% to 2.25% for LIBOR loans and 0.35% to 1.25% for base rate loans; provided that after such time as the Company achieves an investment grade rating from at least two rating agencies, the Company may elect (but is not required to elect) that the credit facility is subject to the rating based on applicable margins ranging from 0.85% to 2.45% for LIBOR Loans and 0.00% to 1.45% for base rate loans. The Company is also required to pay the following usage based fees ranging from 0.15% to 0.25% with respect to the unused portion of the Revolver; provided that if the Company makes an investment grade pricing election as described in the preceding sentence, the Company will be required to pay rating based fees ranging from 0.125% to 0.300% with respect to the entire Revolver in lieu of any usage based fees.

As of December 31, 2017 , the Company had outstanding letters of credit totaling $4.7 million and would have had the capacity to borrow remaining Revolver commitments of $306.8 million while remaining in compliance with the credit facility's financial covenants described in the following paragraph.

The Company is required to comply with the following financial covenants under the credit facility:

• Maximum total leverage ratio not to exceed 60%

• Minimum fixed charge coverage ratio of at least 1.5 x

• Minimum net worth of at least $682.6 million plus 75% of future equity issuances

• Maximum unsecured debt to unencumbered asset value ratio not to exceed 60%

• Unencumbered adjusted net operating income to unsecured interest expense of at least 2.0 x

In addition, the terms of the credit facility contain customary affirmative and negative covenants that, among other things, limit the Company's ability to make distributions or certain investments, incur debt, incur liens and enter into certain transactions. At December 31, 2017 , the Company was in compliance with all such covenants.

As discussed in Note 15, on January 29, 2018 , the Company entered into an increase agreement and amendment with a syndicated group of lenders to increase the total borrowing capacity under the credit facility by adding an additional five -year Term Loan D in an aggregate outstanding principal amount of $125.0 million , for a total credit facility of approximately $1.0 billion . The Company has an expansion option under the credit facility, which, if exercised in full, would provide for a total credit facility of $1.3 billion .

Term Loan Facility

On June 30, 2016, the Company entered into a credit agreement with a syndicated group of lenders to make available a term loan facility (the "Term Loan Facility") in an aggregate amount of $100.0 million . The Term Loan Facility matures in June 2023. The entire outstanding principal amount of, and all accrued but unpaid interest, is due on the maturity date. The Company has an expansion option under the Term Loan Facility, which, if exercised in full, would provide for a total Term Loan Facility in an aggregate amount of $200.0 million .

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Interest rates applicable to loans under the Term Loan Facility are payable during such periods as such loans are LIBOR loans, at the applicable LIBOR based on a 1, 2, 3 or 6 month LIBOR period (as elected by the Company at the beginning of any applicable interest period) plus an applicable margin, and during the period that such loans are base rate loans, at the base rate under the Term Loan Facility in effect from time to time plus an applicable margin. The base rate under the Term Loan Facility is equal to the greatest of the Capital One prime rate, the federal funds rate plus 0.50% or one month LIBOR plus 1.00% . The applicable margin for the Term Loan Facility is leverage-based and ranges from 1.75% to 2.35% for LIBOR loans and 0.75% to 1.35% for base rate loans; provided that after such time as the Company achieves an investment grade rating from at least two rating agencies, the Company may elect (but is not required to elect) that the Term Loan Facility is subject to the rating based on applicable margins ranging from 1.50% to 2.45% for LIBOR Loans and 0.50% to 1.45% for base rate loans.

The Company is required to comply with the same financial covenants under the Term Loan Facility as it is with the credit facility. In addition, the terms of the Term Loan Facility contain customary affirmative and negative covenants that, among other things, limit the Company's ability to make distributions or certain investments, incur debt, incur liens and enter into certain transactions.

Fixed Rate Mortgages Payable

Fixed rate mortgages have scheduled maturities at various dates through October 2031, and have effective interest rates that range from 2.55% to 5.00% . Principal and interest are generally payable monthly or in monthly interest-only payments with balloon payments due at maturity.

In August 2017, the Company entered into an agreement with a single lender for an $84.9 million debt financing secured by 22 of the Company's self storage properties. This interest-only loan matures in August 2027 and has a fixed interest rate of 4.14% .

The Company assumed fixed rate mortgages of $61.6 million in connection with 17 of the properties acquired during the year ended December 31, 2016 . The Company repaid $12.2 million of these assumed mortgages during the year ended December 31, 2016 .

Future Debt Maturities

Based on existing debt agreements in effect as of December 31, 2017 , the scheduled principal and maturity payments for the Company's outstanding borrowings are presented in the table below (in thousands):



Year Ending December 31,	Scheduled Principal and Maturity Payments		Premium Amortization and Unamortized Debt Issuance Costs			Total
2018	$	10,617	$	187		$	10,804
2019	4,983		131			5,114
2020	127,745		(220		)	127,525
2021	242,509		(307		)	242,202
2022	159,205		(25		)	159,180
After 2023	409,932		3,340			413,272
	$	954,991	$	3,106		$	958,097

9. EQUITY-BASED AWARDS

The Company grants awards in the form of LTIP units and restricted common shares to provide equity based incentive compensation to members of its senior management team, independent trustees, advisers, consultants, other personnel, and as consideration for self storage property acquisitions.

LTIP units were first granted under the 2013 Long-Term Incentive Plan (the "2013 Plan"), which authorized up to 2.5 million LTIP units for issuance. In connection with the Company's initial public offering, the Company terminated the 2013 Plan but the awards granted thereunder remained outstanding after its termination. Restricted common shares were first granted under the 2015 National Storage Affiliates Trust Equity Incentive Plan (the "2015 Plan"), which authorizes the Company's compensation, nominating, and corporate governance committee to grant share options, restricted common shares, phantom shares, dividend equivalent rights, LTIP units and other restricted limited partnership

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units issued by its operating partnership and other equity-based awards up to an aggregate of 5% of the common shares issued and outstanding from time to time on a fully diluted basis (assuming, if applicable, the exercise of all outstanding options and the conversion of all warrants and convertible securities, including OP units and LTIP units, into common shares).

As of December 31, 2017 , the Company did not have outstanding under its equity compensation plan, any options, warrants or rights to purchase the Company's common shares.

LTIP Units

Through December 31, 2017 , an aggregate of 2,474,710 LTIP units have been issued under the 2013 Plan, 396,471 LTIP units have been issued under the 2015 Plan, and 313,585 LTIP units have been issued under the LP Agreement. Some of the granted LTIP units vested immediately or upon completion of the Company's initial public offering. Others vest upon the contribution of self storage properties or along a schedule at certain times through January 1, 2020.

Compensatory Grants

The Company grants two types of compensatory LTIP units, time-based LTIP unit awards that are subject to time-based vesting typically over a period of one to three years from the grant date, so long as such person remains an employee or trustee, and performance-based LTIP unit awards, which are designed to align the interests of the Company's executive officers with those of the Company's shareholders in a pay-for-performance structure. The performance-based LTIP unit awards vest contingent upon the achievement of performance criteria measured over a period of three years from the grant date, which is based on the Company's total shareholder return ("TSR") relative to the TSR of the companies in the Morgan Stanley Capital International US REIT Index and the Company's TSR relative to the TSR of its peers in the self storage industry. The value of the performance-based LTIP unit awards take into consideration the probability that the awards will ultimately vest; therefore previously recorded compensation expense is not adjusted in the event that the performance criteria is not achieved.

Compensation expense related to compensatory LTIP units granted to members of the Company's senior management team, the Company's independent trustees, advisers, consultants and other personnel is included in general and administrative expense in the accompanying statements of operations. Total compensation cost recognized for the compensatory LTIP unit awards was $3.5 million , $2.5 million and $3.0 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. At December 31, 2017 , total unvested compensation cost not yet recognized was $3.4 million . The Company expects to recognize this compensation cost over a period of approximately 2.0 years .

Time-based LTIP unit awards are granted with a fair value equal to the closing market price of the Company's common shares on the date of grant. The following table summarizes activity for the time-based LTIP unit awards for the years ended December 31, 2017 , 2016 and 2015 :



	Time-Based LTIP Unit Awards
	2017				2016				2015
	Number of LTIP units		Weighted Average Grant-Date Fair Value		Number of LTIP units		Weighted Average Grant-Date Fair Value		Number of LTIP units		Weighted Average Grant-Date Fair Value
Outstanding unvested at beginning of year	294,529		$	14.74	236,265		$	10.41	509,166		$	10.07
Granted	128,051		22.89		177,546		17.59		6,000		13.00
Vested	(194,814	)	13.43		(119,282	)	10.41		(278,901	)	9.84
Unvested at end of year	227,766		$	20.37	294,529		$	14.74	236,265		$	10.41

The aggregate fair value of the time-based LTIP unit awards that vested during the years ended December 31, 2017 , 2016 and 2015 was $2.6 million , $1.2 million and $2.7 million , respectively.

The following table summarizes activity for the performance-based LTIP unit awards granted during the year ended December 31, 2017 , including the the minimum, target and maximum number of LTIP units that may be earned upon the achievement of the performance criteria measured over the period of three years from the grant date.

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	Performance-Based LTIP Unit Awards
	Minimum	Target	Maximum	Weighted Average Grant-Date Fair Value
Outstanding unvested at December 31, 2016	—	—	—	$	—
Granted	—	40,390	90,874	27.63
Outstanding unvested at December 31, 2017	—	40,390	90,874	$	27.63

The fair value of the performance-based LTIP unit awards, which have a market condition, is estimated on the date of grant using a Monte Carlo simulation. The simulation requires assumptions for expected volatility, risk-free rate of return, and dividend yield. The following table summarizes the assumptions used to value the performance-based LTIP unit awards granted during the year ended December 31, 2017:



	2017
Risk-free interest rate	1.58	%
Dividend yield	4.35	%
Expected volatility	29.96	%

Acquisition Consideration Grants

On December 31, 2013, the Company granted 1,683,560 LTIP units under the 2013 Plan to PROs as part of the consideration for their respective self storage property acquisitions and contributions. The following table presents the number of units vested and forfeited for acquisition grants during the years ended December 31, 2017 , 2016 and 2015 :



	Total LTIP units
Total unvested units, December 31, 2014	522,900
Units vested in 2015 related to properties contributed or sourced by PROs	(99,100	)
Total unvested units, December 31, 2015	423,800
Units vested in 2016 related to properties contributed or sourced by PROs	(45,100	)
Units forfeited	(118,300	)
Total unvested units, December 31, 2016	260,400
Units vested in 2017 related to properties contributed or sourced by PROs	(36,400	)
Total unvested units, December 31, 2017	224,000

The aggregate fair value of purchase consideration recognized during the years ended December 31, 2017 , 2016 and 2015 was $0.9 million , $0.8 million and $1.4 million , respectively. As of December 31, 2017 , the remaining unvested LTIP units will vest as additional self storage properties are contributed or sourced by the PROs. The fair value of such LTIP units will be recorded as additional acquisition consideration based on the fair value in the period such acquisitions are completed.

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LP Agreement Grants to Consultants

Pursuant to the LP Agreement, during the years ended December 31, 2017 , 2016 and 2015 , the Company issued 776 , 2,758 and 88,981 LTIP units, respectively, that were immediately vested to consultants that provided acquisition services. As a result of the Company's adoption of ASU 2017-01 during the year ended December 31, 2017 , the self storage properties acquired during the year ended December 31, 2017 were accounted for as asset acquisitions and accordingly, the acquisition costs related to the LTIP units granted to consultants were capitalized as part of the basis of the acquired properties. Prior to the Company's adoption of ASU 2017-01, the Company's self storage property acquisitions were accounted for as business combinations and accordingly, the acquisition costs related to the LTIP units granted to consultants during the years ended December 31, 2016 and 2015 are included in acquisition costs in the accompanying statements of operations. The aggregate fair value of the LTIP units was less than $0.1 million , $0.1 million and $1.0 million for the years ended December 31, 2017 , 2016 and 2015 , respectively.

Restricted Common Shares

Through December 31, 2017 , an aggregate of 41,825 restricted common shares have been issued under the 2015 Plan. These restricted common shares vest over a weighted average period of approximately 3.0 years . Restricted common shares are granted with a fair value equal to the closing market price of the Company's common shares on the date of grant.

The following table summarizes activity for restricted common shares for the years ended December 31, 2017 and 2016 :



	Year Ended December 31,
	2017				2016				2015
	Number of Restricted Common Shares		Weighted Average Grant-Date Fair Value		Number of Restricted Common Shares		Weighted Average Grant-Date Fair Value		Number of Restricted Common Shares		Weighted Average Grant-Date Fair Value
Outstanding at beginning of year	13,590		$	12.40	11,000		$	12.40	—		$	—
Granted	16,525		24.04		8,090		17.19		17,210		12.40
Vested	(8,530	)	14.11		(5,500	)	12.40		(6,000	)	12.40
Forfeited	—		—		—		—		(210	)	12.40
Unvested at end of year	21,585		$	22.43	13,590		$	12.40	11,000		$	12.40

The aggregate fair value of restricted common shares that vested during the years ended December 31, 2017 , 2016 and 2015 was $0.1 million , $0.1 million and $0.1 million respectively. Total compensation cost recognized for restricted common shares during the years ended December 31, 2017 , 2016 and 2015 was $0.2 million , $0.1 million and $0.1 million , respectively. At December 31, 2017 , total unvested compensation cost not yet recognized was $0.3 million . The Company expects to recognize this compensation cost over a period of approximately 2.0 years . If the grantee has a termination of service for any reason during the vesting period, the unvested restricted common shares will be forfeited. Compensation expense related to restricted common shares is included in general and administrative expense in the accompanying statements of operations.

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10. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings (loss) per common share for the years ended December 31, 2017 , 2016 and 2015 (in thousands, except per share amounts):



	Year Ended December 31,
	2017			2016			2015
Earnings (loss) per common share - basic and diluted
Numerator
Net income	$	45,998		$	24,866		$	4,796
Net (income) loss attributable to noncontrolling interests	(43,037		)	(6,901		)	7,644
Net income attributable to National Storage Affiliates Trust	2,961			17,965			12,440
Distributions to preferred shareholders	(2,300		)	—			—
Distributed and undistributed earnings allocated to participating securities	(28		)	(18		)	(9		)
Net income attributable to common shareholders - basic	633			17,947			12,431
Effect of assumed conversion of dilutive securities	—			6,783			(4,919		)
Net income attributable to common shareholders - diluted	$	633		$	24,730		$	7,512

Denominator
Weighted average shares outstanding - basic	44,423			29,887			15,463
Effect of dilutive securities:
Weighted average OP units outstanding	—			24,262			15,697
Weighted average DownREIT OP unit equivalents outstanding	—			1,835			1,171
Weighted average LTIP units outstanding	—			1,846			1,272
Weighted average subordinated performance units and DownREIT subordinated performance unit equivalents	—			20,917			11,806
Weighted average shares outstanding - diluted	44,423			78,747			45,409

Earnings (loss) per share - basic	$	0.01		$	0.60		$	0.80
Earnings (loss) per share - diluted	$	0.01		$	0.31		$	0.17
Dividends declared per common share	$	1.04		$	0.88		$	0.54

As discussed in Note 2, the Company allocates GAAP income (loss) utilizing the HLBV method, in which the Company allocates income or loss based on the change in each unitholders' claim on the net assets of its operating partnership at period end after adjusting for any distributions or contributions made during such period. Due to the stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation expense, in any given period, income or loss may be allocated disproportionately to National Storage Affiliates Trust and noncontrolling interests, resulting in volatile fluctuations of basic and diluted earnings (loss) per share. Additionally, the Company did not have an ownership interest or share in its operating partnership's profits and losses prior to the completion of the Company's initial public offering. As a result, all of the operating partnership's profits and losses for the period from January 1, 2015 to April 28, 2015 were allocated to noncontrolling interests.

Outstanding equity interests of the Company's operating partnership and DownREIT partnerships are considered potential common shares for purposes of calculating diluted earnings (loss) per share as the unitholders may, through the exercise of redemption rights, obtain common shares, subject to various restrictions. Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by further adjusting for the dilutive impact using the treasury stock method for unvested LTIP units subject to a service condition outstanding during the period and the if-converted method for any convertible securities outstanding during the period.

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Generally, following certain lock-out periods, OP units in the Company's operating partnership are redeemable for cash or, at the Company's option, exchangeable for common shares on a one -for-one basis, subject to certain adjustments and DownREIT OP units are redeemable for cash or, at the Company's option, exchangeable for OP units in its operating partnership on a one -for-one basis, subject to certain adjustments in each case.

LTIP units may also, under certain circumstances, be convertible into OP units on a one -for-one basis, which are then exchangeable for common shares as described above. Vested LTIP units and unvested LTIP units that vest based on a service condition are allocated income or loss in a similar manner as OP units. Unvested LTIP units subject to a service condition are evaluated for dilution using the treasury stock method. For the year ended December 31, 2017 , 318,640 unvested LTIP units that vest based on a service condition are excluded from the calculation of diluted earnings (loss) per share as they are not dilutive to earnings (loss) per share. For the year ended December 31, 2017 , 224,000 unvested LTIP units that vest upon the future acquisition of properties are excluded from the calculation of diluted earnings (loss) per share because the contingency for the units to vest has not been attained as of the end of the reported periods.

Subordinated performance units may also, under certain circumstances, be convertible into OP units which are exchangeable for common shares as described above, and DownREIT subordinated performance units may, under certain circumstances, be exchangeable for subordinated performance units on a one -for-one basis. Subordinated performance units are only convertible into OP units, after a two year lock-out period and then generally (i) at the holder’s election only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate or (ii) at the Company's election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations. Although subordinated performance units may only be convertible after a two year lock-out period, the Company assumes a hypothetical conversion of each subordinated performance unit (including each DownREIT subordinated performance unit) into OP units (with subsequently assumed redemption into common shares) for the purposes of calculating diluted weighted average common shares. This hypothetical conversion is calculated using historical financial information, and as a result, is not necessarily indicative of the results of operations, cash flows or financial position of the Company upon expiration of the two -year lock out period on conversions.

For the year ended December 31, 2017 , potential common shares totaling 50.6 million , related to OP units, DownREIT OP units, subordinated performance units and DownREIT subordinated performance units have been excluded from the calculation of diluted earnings (loss) per share as they are not dilutive to earnings (loss) per share.

Participating securities, which consist of unvested restricted common shares, receive dividends equal to those received by common shares. The effect of participating securities for the periods presented above is calculated using the two-class method of allocating distributed and undistributed earnings.

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11. RELATED PARTY TRANSACTIONS

Supervisory and Administrative Fees

The Company has entered into asset management agreements with the PROs to provide leasing, operating, supervisory and administrative services related to its self storage properties. The asset management agreements generally provide for fees ranging from 5% to 6% of gross revenue for the managed self storage properties. During the year s ended December 31, 2017 , 2016 and 2015 , the Company incurred $14.4 million , $11.0 million and $7.6 million , respectively, for supervisory and administrative fees to the PROs. Such fees are included in general and administrative expenses in the accompanying statements of operations.

Payroll Services

The employees responsible for operation of the self storage properties are generally employees of the PROs who charge the Company for the costs associated with the respective employees. For the year s ended December 31, 2017 , 2016 and 2015 , the Company incurred $24.6 million , $19.4 million and $13.4 million , respectively, for payroll and related costs reimbursable to these PROs. Such costs are included in property operating expenses in the accompanying statements of operations.

Due Diligence Costs

During the year s ended December 31, 2017 , 2016 and 2015 , the Company incurred $0.7 million , $1.1 million and $0.6 million , respectively, of expenses payable to certain PROs related to self storage property acquisitions sourced by the PROs. These expenses, which are based on the volume of transactions sourced by the PROs, are intended to reimburse the PROs for due diligence costs incurred in the sourcing and underwriting process. For the year ended December 31, 2017 , these due diligence costs are capitalized as part of the basis of the acquired self storage properties and for the years ended December 31, 2016 and 2015 , these due diligence costs are included in acquisition costs in the accompanying statements of operations.

Notes Receivable

In connection with the acquisition of 16 self storage properties from PROs during the year ended December 31, 2014, the Company assumed certain mortgages that provided for interest at above-market rates. The sellers of the self storage properties agreed to reimburse the Company for the difference between the fair value and the contractual value of the assumed mortgages which amounted to $5.2 million . Due to the structure of the transaction, the amount owed to the Company was considered a receivable for the issuance of equity and was recorded as an offset against equity. During the year s ended December 31, 2017 and 2016 , the Company received above-market interest reimbursements from the sellers totaling $1.3 million and $1.4 million , respectively.

In addition, in exchange for $1.3 million and $1.4 million of principal payment reimbursements received related to these assumed mortgages during the year s ended December 31, 2017 and 2016 , the Company issued 47,339 and 67,832 OP units to the sellers during the year ended December 31, 2017 and 2016 .

Self Storage Property Acquisitions

During the year ended December 31, 2017 , the Company issued 44,917 subordinated performance units as partial consideration for the acquisition of a self storage property to SA-SCMI LLC, an affiliate of SecurCare and Move It. At the time of the issuance, SA-SCMI LLC was an affiliate of Arlen D. Nordhagen, the Company's chairman and chief executive officer. In addition, during the year ended December 31, 2017 , the Company issued 26,049 OP units as partial consideration for the acquisition of a self storage property to Nordhagen LLLP, an affiliate of Mr. Nordhagen, and 22,214 subordinated performance units as partial consideration for the acquisition of a self storage property to SecurCare, an affiliate Mr. Nordhagen.

During the year ended December 31, 2017 , the Company issued 101,270 OP units and 88,435 subordinated performance units as partial consideration for the acquisition of self storage properties to Howard Family Limited Partnership I, an affiliate of Northwest and an affiliate of Kevin Howard, a member of the Company's board of trustees.

During the year ended December 31, 2017 , the Company issued 10,766 OP units as partial consideration for the acquisition of a self storage property to Van Mourick Diversified, LP, an affiliate of Optivest and an affiliate of Mark Van Mourick, a member of the Company's board of trustees.

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12. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company has six properties that are subject to non-cancelable leasehold interest agreements that are classified as operating leases. These lease agreements expire between 2034 and 2092, inclusive of extension options that the Company anticipates exercising. To the extent that the leasehold interest agreements provide for fixed increases throughout the term of the lease, the Company recognizes lease expense on a straight-line basis over the expected lease terms. Rent expense under these leasehold interest agreements are included in property operating expenses in the accompanying statements of operations and amounted to $1.2 million , $1.1 million and $1.0 million for the years ended December 31, 2017 , 2016 and 2015 , respectively.

In March 2014, the Company entered into a non-cancelable operating lease that expires in July 2020 for its corporate headquarters in Greenwood Village, Colorado. Under the terms of the office lease, the Company obtained an option to extend the lease for an additional term of five years at then current market rates. The office lease provides for an abated rent period and the value of this inducement is being accounted for as a reduction to rent expense over the term of the lease. Rent expense related to this office lease is included in general and administrative expenses in the accompanying statements of operations and amounted to $0.2 million , $0.1 million and $0.1 million for the years ended December 31, 2017 , 2016 and 2015 , respectively.

As of December 31, 2017 , future minimum cash payments under the Company's operating leases are as follows (in thousands):



Year Ending December 31,	Real Estate Leasehold Interests		Office Lease		Total
2018	$	1,329	$	184	$	1,513
2019	1,334		188		1,522
2020	1,379		112		1,491
2021	1,404		—		1,404
2022	1,419		—		1,419
2023 through 2092	37,498		—		37,498
	$	44,363	$	484	$	44,847

Legal Proceedings

The Company is subject to litigation, claims, and assessments that may arise in the ordinary course of its business activities. Such matters include contractual matters, employment related issues, and regulatory proceedings. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters will not have a material adverse effect on the Company's financial position, results of operations, or liquidity.

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13. FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The Company sometimes limits its exposure to interest rate fluctuations by entering into interest rate swap agreements. The interest rate swap agreements moderate the Company's exposure to interest rate risk by effectively converting the interest on variable rate debt to a fixed rate. The Company measures its interest rate swap derivatives at fair value on a recurring basis. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly into earnings.

Information regarding the Company's interest rate swaps measured at fair value, which are classified within Level 2 of the GAAP fair value hierarchy, is presented below (dollars in thousands):



	Interest Rate Swaps Designated as Cash Flow Hedges
Fair value at December 31, 2015	$	(972	)
Designation of interest rate swap as a cash flow hedge	19
Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive loss	2,678
Unrealized losses included in accumulated other comprehensive loss	6,434
Fair value at December 31, 2016	$	8,159
Cash flow hedge ineffectiveness	12
Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive loss	2,308
Unrealized gains included in accumulated other comprehensive loss	1,935
Fair value at December 31, 2017	$	12,414

As of December 31, 2017 and 2016 , the Company had outstanding interest rate swaps designated as cash flow hedges with aggregate notional amounts of $595.0 million and $425.0 million , respectively. As of December 31, 2017 , the Company's swaps had a weighted average remaining term of 3.5 years . The fair value of these swaps are presented within other assets and accounts payable and accrued liabilities in the accompanying balance sheets, and the Company recognizes any changes in the fair value as an adjustment of accumulated other comprehensive income (loss) within equity to the extent of their effectiveness. If the forward rates at December 31, 2017 remain constant, the Company estimates that during the next 12 months , the Company would reclassify into earnings approximately $1.1 million of the unrealized losses included in accumulated other comprehensive loss. If market interest rates increase above the 1.51% weighted average fixed rate under these interest rate swaps the Company will benefit from net cash payments due to it from its counterparty to the interest rate swaps.

There were no transfers between levels during the year s ended December 31, 2017 and 2016 . For financial assets and liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including LIBOR yield curves. The Company uses valuation techniques for Level 2 financial assets and liabilities which include LIBOR yield curves at the reporting date as well as assessing counterparty credit risk. Counterparties to these contracts are highly rated financial institutions. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company's derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and the counterparties. As of December 31, 2017 and 2016 , the Company determined that the effect of credit valuation adjustments on the overall valuation of its derivative positions are not significant to the overall valuation of its derivatives. Therefore, the Company has determined that its derivative valuations are appropriately classified in Level 2 of the fair value hierarchy.

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Fair Value Disclosures

The carrying values of cash and cash equivalents, restricted cash, trade receivables, and accounts payable and accrued liabilities reflected in the balance sheets at December 31, 2017 and 2016 , approximate fair value due to the short term nature of these financial assets and liabilities. The carrying value of variable rate debt financing reflected in the balance sheets at December 31, 2017 and 2016 approximates fair value as the changes in their associated interest rates reflect the current market and credit risk is similar to when the loans were originally obtained.

The fair values of fixed rate mortgages were estimated using the discounted estimated future cash payments to be made on such debt; the discount rates used approximated current market rates for loans, or groups of loans, with similar maturities and credit quality (categorized within Level 2 of the fair value hierarchy). The combined principal balance of the Company's fixed rate mortgages payable was approximately $271.5 million as of December 31, 2017 with a fair value of approximately $282.6 million . In determining the fair value, the Company estimated a weighted average market interest rate of approximately 4.04% , compared to the weighted average contractual interest rate of 4.87% . The combined principal balance of the Company's fixed rate mortgages was approximately $201.7 million as of December 31, 2016 with a fair value of approximately $214.0 million . In determining the fair value as of December 31, 2016 , the Company estimated a weighted average market interest rate of approximately 3.89% , compared to the weighted average contractual interest rate of 5.25% .

14. UNAUDITED SELECTED QUARTERLY FINANCIAL DATA

The following is a summary of quarterly financial information for the years ended December 31, 2017 and 2016 (in thousands, except per share data):



	For the three months ended
	March 31,		June 30,		September 30,		December 31,
	2017		2017		2017		2017
Total revenues	$	61,563	$	64,341	$	68,858	$	73,368
Total operating expenses	45,613		45,008		47,561		51,448
Income from operations	15,950		19,333		21,297		21,920
Gain (loss) on sale of self storage properties	—		5,637		106		(28		)
Net income	7,181		15,576		11,226		12,015
Net income (loss) attributable to common shareholders	$	555	$	2,367	$	1,271	$	(3,532	)
Earnings (loss) per share - basic	$	0.01	$	0.05	$	0.03	$	(0.08	)
Earnings (loss) per share - diluted	$	0.01	$	0.05	$	0.03	$	(0.08	)



	For the three months ended
	March 31,		June 30,		September 30,			December 31,
	2016		2016		2016			2016
Total revenues	$	39,649	$	47,284	$	52,949		$	59,164
Total operating expenses	28,504		33,382		36,908			42,596
Income from operations	11,145		13,902		16,041			16,568
Net income	4,802		6,045		7,944			6,075
Net income (loss) attributable to common shareholders	$	2,210	$	7,370	$	(11	)	$	8,396
Earnings (loss) per share - basic	$	0.10	$	0.32	$	—		$	0.22
Earnings (loss) per share - diluted	$	0.07	$	0.08	$	—		$	0.07

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15. SUBSEQUENT EVENTS

Self Storage Property Acquisitions

In January and February 2018, the Company acquired 18 self storage properties from third-party sellers for approximately $101.8 million . Consideration for these acquisitions included approximately $78.9 million of net cash, the assumption of $0.5 million of other working capital liabilities and OP equity of approximately $22.4 million (consisting of the issuance of 464,056 OP Units, 316,103 Series A-1 Preferred Units and 56,228 subordinated performance units). Such amounts incorporate the effect of $2.1 million of subordinated equity issued in exchange for cash co-invested by Personal Mini and Move It. The Series A-1 Preferred Units rank senior to OP units and subordinated performance units in the Company's operating partnership with respect to distributions and liquidation. The Series A-1 Preferred Units have a stated value of $25.00 per unit and receive distributions at an annual rate of 6.000% . These distributions are cumulative. The Series A-1 Preferred Units are redeemable at the option of the holder after the first anniversary of the date of issuance, which redemption obligations may be satisfied at the Company’s option in cash in an amount equal to the market value of an equivalent number of Series A Preferred Shares or the issuance of Series A Preferred Shares on a one-for-one basis, subject to adjustments.

In connection with these acquisitions, the Company reimbursed the PROs for $0.2 million of due diligence costs related to the self storage properties sourced by the PROs.

In January 2018, the Joint Venture acquired one self storage property with an estimated fair value of $9.3 million . The venture financed the acquisition with capital contributions from the venture members, of which the Company contributed $2.4 million .

Credit Facility Increase

On January 29, 2018 , pursuant to a full exercise by the Company's operating partnership of its remaining expansion option and a partial exercise of its Additional Expansion Option (defined below) under its credit agreement dated as of May 6, 2016, the Company's operating partnership, as borrower, certain of its subsidiaries that are party to the credit facility, as subsidiary guarantors, and the Company, as parent guarantor, entered into a third increase agreement and amendment (the "Increase Agreement") with a syndicated group of lenders to increase the total borrowing capacity under the Company's credit facility by adding an additional tranche D term loan facility ("Term Loan D") in an aggregate outstanding principal amount of $125.0 million , for a total credit facility of over $1.0 billion consisting of the following components: (i) a $400.0 million Revolver, (ii) Term Loan A, which provides for a total borrowing commitment of up $235.0 million , (iii) Term Loan B, which provides for a total borrowing commitment of up to $155.0 million , (iv) Term Loan C, which provides for a total borrowing commitment of up to $105.0 million and (iv) Term Loan D, which provides for a total borrowing commitment of up to $125.0 million . The Company renewed its expansion option under the credit facility to permit an additional $300.0 million of revolving commitments and/or term loans (the "Additional Expansion Option"), which was partially exercised in the amount of $20.0 million in connection with Term Loan D. If exercised in full, the Additional Expansion Option would provide for a total borrowing capacity under the credit facility of $1.3 billion .

The Term Loan D matures on January 29, 2023. It is not subject to any scheduled reduction or amortization payment prior to maturity. Interest rates applicable to loans under Term Loan D are determined based on a 1, 2, 3 or 6 month LIBOR period (as elected by the Company at the beginning of any applicable interest period) plus an applicable margin, or a base rate, determined by the greatest of the Key Bank prime rate, the federal funds rate plus 0.50% or one month LIBOR plus 1.00% , plus an applicable margin. The applicable margins for Term Loan D are leverage based and range from 1.30% to 1.85% for LIBOR loans and 0.30% to 0.85% for base rate loans; provided that after such time as the Company achieves an investment grade rating from at least two rating agencies, the Company may elect (but is not required to elect) that Term Loan D is subject to the rating based on applicable margins ranging from 0.90% to 1.75% for LIBOR Loans and 0.00% to 0.75% for base rate loans. Term Loan D may be prepaid at any time without penalty.

Other than the increases and amendments related to Term Loan D and Additional Expansion Option described above, the Increase Agreement did not impact or amend the credit facility's previously disclosed terms, including its covenants, events of default, or terms of payment.

Subordinated Performance Unit To OP Unit Conversions

Subordinated performance units are convertible into OP units after a two year lock-out period and then generally (i) at the holder’s election only upon the achievement of certain performance thresholds relating to the properties to

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which such subordinated performance units relate (a "voluntary conversion") or (ii) at the Company's election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations.

Following such lock-out period, a holder of subordinated performance units in the Company's operating partnership may elect a voluntary conversion one time each year prior to December 1st to convert a pre-determined portion of such subordinated performance units into OP units in the Company's operating partnership, with such conversion effective January 1st of the following year with each subordinated performance unit being converted into the number of OP units determined by dividing the average cash available for distribution, or CAD, per unit on the series of specific subordinated performance units over the one -year period prior to conversion by 110% of the CAD per unit on the OP units determined over the same period. CAD per unit on the series of specific subordinated performance units and OP units is determined by the Company based generally upon the application of the provisions of the operating partnership agreement applicable to the distributions of operating cash flow and capital transactions proceeds.

During the year ended December 31, 2017 , the Company received voluntary conversion notices for 997,074 subordinated performance units. Effective January 1, 2018, the Company issued 2,024,170 OP units in satisfaction of such voluntary conversions.

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NATIONAL STORAGE AFFILIATES TRUST

SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2017

(dollars in thousands)



		Initial Cost to Company						Gross Carrying Amount at Year-End
Location				Buildings and		Subsequent				Buildings and				Accumulated		Date
MSA ⁽¹⁾	State	Land		Improvements		Additions		Land		Improvements		Total ⁽²⁾		Depreciation		Acquired


Mobile	AL	$	991	$	4,874	$	712	$	991	$	5,586	$	6,577	$	530	4/12/2016
Lake Havasu City-Kingman	AZ	671		1,572		27		671		1,599		2,270		309		4/1/2014
Lake Havasu City-Kingman	AZ	722		2,546		45		722		2,591		3,313		528		7/1/2014
Phoenix-Mesa-Glendale	AZ	1,089		6,607		55		1,089		6,662		7,751		1,052		6/30/2014
Phoenix-Mesa-Glendale	AZ	3,813		7,831		59		3,813		7,890		11,703		922		9/30/2014
Phoenix-Mesa-Glendale	AZ	1,375		2,613		38		1,375		2,651		4,026		555		9/30/2014
Phoenix-Mesa-Glendale	AZ	1,653		7,531		16		1,653		7,547		9,200		759		10/1/2014
Phoenix-Mesa-Glendale	AZ	1,661		3,311		44		1,661		3,355		5,016		425		10/1/2014
Phoenix-Mesa-Glendale	AZ	1,050		5,359		21		1,050		5,380		6,430		409		1/1/2015
Phoenix-Mesa-Glendale	AZ	1,198		1,921		2		1,198		1,923		3,121		242		5/1/2015
Phoenix-Mesa-Glendale	AZ	1,324		3,626		35		1,324		3,661		4,985		375		5/1/2015
Phoenix-Mesa-Glendale	AZ	3,816		4,348		8		3,816		4,356		8,172		433		5/1/2015
Phoenix-Mesa-Scottsdale	AZ	5,576		6,746		218		5,576		6,964		12,540		581		5/19/2016
Phoenix-Mesa-Scottsdale	AZ	1,506		2,881		68		1,506		2,949		4,455		175		7/29/2016
Phoenix-Mesa-Scottsdale	AZ	2,120		5,442		17		2,120		5,459		7,579		162		2/13/2017
Tucson	AZ	421		3,855		74		421		3,929		4,350		484		8/29/2013
Tucson	AZ	716		1,365		7		716		1,372		2,088		319		8/29/2013
Anaheim-Santa Ana-Irvine	CA	1,530		5,799		289		1,530		6,088		7,618		241		8/1/2016
Bakersfield	CA	511		2,804		43		511		2,847		3,358		174		8/1/2016
Bakersfield	CA	1,409		3,907		38		1,409		3,945		5,354		214		8/1/2016
Bakersfield	CA	1,882		3,858		82		1,882		3,940		5,822		250		8/1/2016
Bakersfield	CA	1,355		4,678		27		1,355		4,705		6,060		277		8/1/2016
Bakersfield	CA	1,306		3,440		115		1,306		3,555		4,861		274		8/1/2016
Bakersfield	CA	1,016		3,638		34		1,016		3,672		4,688		193		8/1/2016
Bakersfield	CA	1,579		3,357		21		1,579		3,378		4,957		225		8/1/2016
Bakersfield	CA	750		5,802		95		750		5,897		6,647		322		8/1/2016
Fresno	CA	840		7,502		323		840		7,825		8,665		591		8/1/2016
Los Angeles-Long Beach-Glendale	CA	2,345		6,820		619		2,345		7,439		9,784		297		8/1/2016
Los Angeles-Long Beach-Glendale	CA	1,350		11,266		115		1,350		11,381		12,731		523		8/1/2016
Los Angeles-Long Beach-Glendale	CA	763		6,258		84		763		6,342		7,105		293		8/1/2016
Los Angeles-Long Beach-Santa Ana	CA	6,641		8,239		47		6,641		8,286		14,927		969		4/1/2014
Los Angeles-Long Beach-Santa Ana	CA	1,122		1,881		7		1,122		1,888		3,010		296		6/30/2014

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		Initial Cost to Company			Gross Carrying Amount at Year-End
Location			Buildings and	Subsequent		Buildings and		Accumulated	Date
MSA ⁽¹⁾	State	Land	Improvements	Additions	Land	Improvements	Total ⁽²⁾	Depreciation	Acquired

Los Angeles-Long Beach-Santa Ana ⁽³⁾	CA	7,186	12,771	24	7,186	12,795	19,981	1,717	9/17/2014
Los Angeles-Long Beach-Santa Ana ⁽³⁾⁽⁴⁾	CA	—	7,106	25	—	7,131	7,131	919	9/17/2014
Los Angeles-Long Beach-Santa Ana ⁽³⁾	CA	2,366	4,892	52	2,366	4,944	7,310	684	9/17/2014
Los Angeles-Long Beach-Santa Ana ⁽³⁾	CA	2,871	3,703	42	2,871	3,745	6,616	435	10/7/2014
Los Angeles-Long Beach-Santa Ana ⁽³⁾	CA	5,448	10,015	148	5,448	10,163	15,611	1,403	10/7/2014
Los Angeles-Long Beach-Santa Ana ⁽⁴⁾	CA	—	13,150	15	—	13,165	13,165	1,320	1/1/2015
Los Angeles-Long Beach-Santa Ana ⁽⁴⁾	CA	—	10,084	61	—	10,145	10,145	62	10/3/2017
Modesto	CA	1,526	12,032	31	1,526	12,063	13,589	540	11/10/2016
Modesto	CA	773	5,655	4	773	5,659	6,432	212	11/10/2016
Riverside-San Bernardino-Ontario ⁽³⁾	CA	552	3,010	109	552	3,119	3,671	788	5/16/2008
Riverside-San Bernardino-Ontario	CA	1,342	4,446	62	1,342	4,508	5,850	1,265	4/1/2013
Riverside-San Bernardino-Ontario	CA	1,672	2,564	31	1,672	2,595	4,267	400	4/1/2014
Riverside-San Bernardino-Ontario	CA	978	1,854	106	978	1,960	2,938	416	5/30/2014
Riverside-San Bernardino-Ontario	CA	1,068	2,609	98	1,068	2,707	3,775	487	5/30/2014
Riverside-San Bernardino-Ontario	CA	1,202	2,032	48	1,202	2,080	3,282	331	6/30/2014
Riverside-San Bernardino-Ontario	CA	1,803	2,758	36	1,803	2,794	4,597	587	6/30/2014
Riverside-San Bernardino-Ontario	CA	1,337	4,489	22	1,337	4,511	5,848	637	6/30/2014
Riverside-San Bernardino-Ontario	CA	846	2,508	43	846	2,551	3,397	505	7/1/2014
Riverside-San Bernardino-Ontario ⁽³⁾	CA	1,026	4,552	27	1,026	4,579	5,605	598	9/17/2014
Riverside-San Bernardino-Ontario ⁽³⁾	CA	1,878	5,104	35	1,878	5,139	7,017	597	9/17/2014
Riverside-San Bernardino-Ontario ⁽³⁾	CA	14,109	23,112	199	14,109	23,311	37,420	3,183	9/17/2014
Riverside-San Bernardino-Ontario	CA	3,974	6,962	92	3,974	7,054	11,028	1,143	10/1/2014
Riverside-San Bernardino-Ontario	CA	2,018	3,478	689	2,018	4,167	6,185	818	10/1/2014
Riverside-San Bernardino-Ontario	CA	1,842	3,420	9	1,842	3,429	5,271	356	1/1/2015
Riverside-San Bernardino-Ontario	CA	1,981	3,323	35	1,981	3,358	5,339	433	1/1/2015
Riverside-San Bernardino-Ontario ⁽³⁾	CA	3,418	9,907	76	3,418	9,983	13,401	847	8/5/2015
Riverside-San Bernardino-Ontario ⁽³⁾	CA	1,913	6,072	67	1,913	6,139	8,052	619	8/5/2015
Riverside-San Bernardino-Ontario ⁽³⁾	CA	772	4,044	72	772	4,116	4,888	494	8/5/2015
Riverside-San Bernardino-Ontario ⁽³⁾	CA	597	5,464	64	597	5,528	6,125	483	8/5/2015
Riverside-San Bernardino-Ontario ⁽³⁾	CA	3,022	8,124	64	3,022	8,188	11,210	818	8/5/2015
Riverside-San Bernardino-Ontario ⁽³⁾	CA	2,897	5,725	646	2,467	6,371	8,838	755	8/5/2015
Riverside-San Bernardino-Ontario ⁽³⁾	CA	2,835	5,589	827	2,164	6,416	8,580	680	8/5/2015
Riverside-San Bernardino-Ontario ⁽³⁾	CA	2,484	5,903	65	2,484	5,968	8,452	471	8/5/2015
Riverside-San Bernardino-Ontario ⁽³⁾	CA	1,139	5,054	3	1,139	5,057	6,196	460	10/1/2015

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		Initial Cost to Company			Gross Carrying Amount at Year-End
Location			Buildings and	Subsequent		Buildings and		Accumulated	Date
MSA ⁽¹⁾	State	Land	Improvements	Additions	Land	Improvements	Total ⁽²⁾	Depreciation	Acquired

Riverside-San Bernardino-Ontario ⁽³⁾	CA	1,401	4,577	5	1,401	4,582	5,983	323	10/1/2015
Riverside-San Bernardino-Ontario ⁽³⁾	CA	925	3,459	5	925	3,464	4,389	325	10/1/2015
Riverside-San Bernardino-Ontario ⁽³⁾	CA	1,174	2,556	43	1,174	2,599	3,773	288	10/1/2015
Riverside-San Bernardino-Ontario ⁽³⁾	CA	1,506	2,913	9	1,506	2,922	4,428	255	10/1/2015
Riverside-San Bernardino-Ontario ⁽³⁾	CA	631	2,307	35	631	2,342	2,973	278	10/1/2015
Riverside-San Bernardino-Ontario ⁽³⁾	CA	1,318	2,394	3	1,318	2,397	3,715	272	10/1/2015
Riverside-San Bernardino-Ontario ⁽³⁾	CA	1,942	2,647	11	1,942	2,658	4,600	354	10/1/2015
Riverside-San Bernardino-Ontario ⁽³⁾	CA	1,339	2,830	17	1,339	2,847	4,186	291	10/1/2015
Riverside-San Bernardino-Ontario ⁽³⁾	CA	1,105	2,672	5	1,105	2,677	3,782	331	10/1/2015
Riverside-San Bernardino-Ontario ⁽³⁾	CA	1,542	2,127	4	1,542	2,131	3,673	262	10/1/2015
Riverside-San Bernardino-Ontario ⁽³⁾	CA	1,478	4,534	2	1,478	4,536	6,014	329	10/1/2015
Riverside-San Bernardino-Ontario	CA	3,245	4,420	1,383	3,245	5,803	9,048	472	5/16/2016
Riverside-San Bernardino-Ontario	CA	670	8,613	435	670	9,048	9,718	416	8/1/2016
Riverside-San Bernardino-Ontario	CA	538	3,921	367	538	4,288	4,826	198	8/1/2016
Riverside-San Bernardino-Ontario	CA	382	3,442	335	382	3,777	4,159	181	8/1/2016
Riverside-San Bernardino-Ontario	CA	806	3,852	557	806	4,409	5,215	203	8/1/2016
Riverside-San Bernardino-Ontario	CA	570	4,238	314	570	4,552	5,122	211	8/1/2016
Riverside-San Bernardino-Ontario	CA	345	3,270	143	345	3,413	3,758	182	8/1/2016
Riverside-San Bernardino-Ontario	CA	252	4,419	85	252	4,504	4,756	227	9/1/2016
Riverside-San Bernardino-Ontario	CA	2,691	3,950	198	2,691	4,148	6,839	175	9/1/2016
Riverside-San Bernardino-Ontario	CA	302	4,169	68	302	4,237	4,539	113	5/8/2017
Riverside-San Bernardino-Ontario	CA	896	6,397	117	896	6,514	7,410	167	5/31/2017
Sacramento-Roseville-Arden-Arcade	CA	1,195	8,407	5	1,195	8,412	9,607	307	11/10/2016
Sacramento-Roseville-Arden-Arcade	CA	425	7,249	12	425	7,261	7,686	295	11/10/2016
San Diego-Carlsbad	CA	4,318	19,775	784	4,323	20,559	24,882	821	8/1/2016
San Diego-Carlsbad-San Marcos ⁽³⁾	CA	3,703	5,582	20	3,703	5,602	9,305	667	9/17/2014
San Diego-Carlsbad-San Marcos	CA	3,544	4,915	130	3,544	5,045	8,589	627	10/1/2014
San Diego-Carlsbad-San Marcos ⁽⁴⁾	CA	—	5,568	67	—	5,635	5,635	465	1/1/2015
San Diego-Carlsbad-San Marcos ⁽⁴⁾	CA	—	4,041	47	—	4,088	4,088	618	1/31/2015
Stockton-Lodi	CA	559	5,514	15	559	5,529	6,088	210	11/10/2016
Stockton-Lodi	CA	1,710	8,995	15	1,710	9,010	10,720	389	11/10/2016
Stockton-Lodi	CA	1,637	11,901	7	1,637	11,908	13,545	169	7/31/2017
Colorado Springs	CO	455	1,351	45	455	1,396	1,851	381	8/29/2007
Colorado Springs	CO	588	2,162	1,088	588	3,250	3,838	797	3/26/2008

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		Initial Cost to Company			Gross Carrying Amount at Year-End
Location			Buildings and	Subsequent		Buildings and		Accumulated	Date
MSA ⁽¹⁾	State	Land	Improvements	Additions	Land	Improvements	Total ⁽²⁾	Depreciation	Acquired

Colorado Springs	CO	632	3,118	401	632	3,519	4,151	942	3/26/2008
Colorado Springs	CO	414	1,535	319	414	1,854	2,268	498	5/1/2008
Colorado Springs ⁽³⁾	CO	300	1,801	108	300	1,909	2,209	415	6/1/2009
Colorado Springs	CO	766	5,901	5	766	5,906	6,672	44	10/19/2017
Denver-Aurora-Broomfield	CO	868	128	2,301	868	2,429	3,297	467	6/22/2009
Denver-Aurora-Lakewood	CO	938	8,449	20	938	8,469	9,407	275	11/1/2016
Fort Collins-Loveland	CO	3,213	3,087	157	3,213	3,244	6,457	851	8/29/2007
Fort Collins-Loveland	CO	2,514	1,786	85	2,514	1,871	4,385	494	8/29/2007
Pueblo	CO	156	2,797	6	156	2,803	2,959	181	2/17/2016
Cape Coral-Fort Myers ⁽³⁾	FL	4,122	8,453	31	4,122	8,484	12,606	515	4/1/2016
Cape Coral-Fort Myers ⁽³⁾	FL	571	3,256	36	571	3,292	3,863	278	4/1/2016
Jacksonville	FL	2,087	19,473	39	2,087	19,512	21,599	643	11/10/2016
Jacksonville	FL	1,629	4,929	20	1,629	4,949	6,578	217	11/10/2016
Jacksonville	FL	527	2,434	—	527	2,434	2,961	6	12/20/2017
Lakeland-Winter Haven ⁽³⁾	FL	972	2,159	133	972	2,292	3,264	232	5/4/2015
Naples-Immokalee-Marco Island ⁽³⁾	FL	3,849	16,688	48	3,849	16,736	20,585	863	4/1/2016
North Port-Sarasota-Bradenton ⁽³⁾	FL	2,211	5,682	5	2,211	5,687	7,898	337	4/1/2016
North Port-Sarasota-Bradenton ⁽³⁾	FL	2,488	7,282	58	2,488	7,340	9,828	411	4/1/2016
North Port-Sarasota-Bradenton ⁽³⁾	FL	1,767	5,955	15	1,767	5,970	7,737	382	4/1/2016
North Port-Sarasota-Bradenton	FL	2,143	5,005	99	2,143	5,104	7,247	426	10/11/2016
North Port-Sarasota-Bradenton ⁽³⁾	FL	1,924	4,514	31	1,924	4,545	6,469	322	4/1/2016
North Port-Sarasota-Bradenton	FL	1,176	3,421	4	1,176	3,425	4,601	203	4/1/2016
North Port-Sarasota-Bradenton ⁽³⁾	FL	1,839	8,377	4	1,839	8,381	10,220	423	4/1/2016
North Port-Sarasota-Bradenton ⁽³⁾	FL	2,507	7,766	13	2,507	7,779	10,286	429	4/1/2016
North Port-Sarasota-Bradenton ⁽³⁾	FL	1,685	5,439	11	1,685	5,450	7,135	329	4/1/2016
North Port-Sarasota-Bradenton ⁽³⁾	FL	437	5,128	33	437	5,161	5,598	306	4/1/2016
North Port-Sarasota-Bradenton	FL	1,015	3,031	4	1,015	3,035	4,050	170	4/1/2016
North Port-Sarasota-Bradenton	FL	1,985	4,299	668	1,985	4,967	6,952	172	1/31/2017
North Port-Sarasota-Bradenton	FL	1,336	4,085	—	1,336	4,085	5,421	93	4/6/2017
Orlando-Kissimmee-Sanford	FL	2,426	9,314	81	2,426	9,395	11,821	362	11/10/2016
Orlando-Kissimmee-Sanford	FL	2,166	4,672	74	2,166	4,746	6,912	204	11/10/2016
Orlando-Kissimmee-Sanford	FL	4,583	8,752	74	4,583	8,826	13,409	425	11/10/2016
Orlando-Kissimmee-Sanford	FL	4,181	4,268	142	4,181	4,410	8,591	102	6/30/2017
Pensacola-Ferry Pass-Brent	FL	1,025	8,157	54	1,025	8,211	9,236	55	10/3/2017

F-42

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		Initial Cost to Company			Gross Carrying Amount at Year-End
Location			Buildings and	Subsequent		Buildings and		Accumulated	Date
MSA ⁽¹⁾	State	Land	Improvements	Additions	Land	Improvements	Total ⁽²⁾	Depreciation	Acquired

Punta Gorda	FL	1,157	2,079	62	1,157	2,141	3,298	70	4/27/2017
Tampa-St. Petersburg-Clearwater ⁽³⁾	FL	5,436	10,092	20	5,436	10,112	15,548	619	4/1/2016
Tampa-St. Petersburg-Clearwater ⁽³⁾	FL	361	1,238	29	361	1,267	1,628	180	5/4/2015
Tampa-St. Petersburg-Clearwater	FL	3,581	2,612	22	3,581	2,634	6,215	96	5/1/2017
Tampa-St. Petersburg-Clearwater	FL	4,708	13,984	56	4,708	14,040	18,748	279	5/24/2017
Atlanta-Sandy Springs-Marietta	GA	515	687	97	515	784	1,299	227	8/29/2007
Atlanta-Sandy Springs-Marietta	GA	272	1,357	275	272	1,632	1,904	443	8/29/2007
Atlanta-Sandy Springs-Marietta	GA	702	1,999	293	702	2,292	2,994	646	8/29/2007
Atlanta-Sandy Springs-Marietta	GA	1,413	1,590	159	1,413	1,749	3,162	492	8/29/2007
Atlanta-Sandy Springs-Marietta	GA	341	562	129	341	691	1,032	212	8/29/2007
Atlanta-Sandy Springs-Marietta	GA	553	847	169	553	1,016	1,569	305	8/29/2007
Atlanta-Sandy Springs-Marietta	GA	85	445	260	85	705	790	223	9/28/2007
Atlanta-Sandy Springs-Marietta ⁽³⁾	GA	494	2,215	235	494	2,450	2,944	653	9/28/2007
Atlanta-Sandy Springs-Marietta	GA	1,614	2,476	1,674	1,614	4,150	5,764	239	7/29/2015
Atlanta-Sandy Springs-Marietta	GA	1,595	2,143	218	1,595	2,361	3,956	250	7/29/2015
Atlanta-Sandy Springs-Marietta	GA	666	5,961	10	666	5,971	6,637	100	7/17/2017
Atlanta-Sandy Springs-Marietta	GA	1,028	7,041	6	1,028	7,047	8,075	70	10/19/2017
Atlanta-Sandy Springs-Marietta	GA	748	3,382	7	748	3,389	4,137	30	10/19/2017
Atlanta-Sandy Springs-Marietta	GA	703	4,014	7	703	4,021	4,724	35	10/19/2017
Atlanta-Sandy Springs-Marietta	GA	1,873	9,109	4	1,873	9,113	10,986	73	10/19/2017
Atlanta-Sandy Springs-Marietta	GA	547	4,073	5	547	4,078	4,625	34	10/19/2017
Atlanta-Sandy Springs-Marietta	GA	1,499	5,279	—	1,499	5,279	6,778	45	10/19/2017
Atlanta-Sandy Springs-Marietta	GA	763	5,135	4	763	5,139	5,902	36	10/19/2017
Atlanta-Sandy Springs-Marietta	GA	795	2,941	—	795	2,941	3,736	25	10/19/2017
Atlanta-Sandy Springs-Marietta	GA	1,356	7,516	9	1,356	7,525	8,881	61	10/19/2017
Atlanta-Sandy Springs-Marietta	GA	912	5,074	—	912	5,074	5,986	37	10/19/2017
Atlanta-Sandy Springs-Marietta	GA	570	3,477	10	570	3,487	4,057	30	10/19/2017
Atlanta-Sandy Springs-Marietta	GA	1,052	7,102	4	1,052	7,106	8,158	50	10/19/2017
Atlanta-Sandy Springs-Rosewell	GA	430	3,470	12	430	3,482	3,912	246	3/29/2016
Atlanta-Sandy Springs-Rosewell	GA	972	2,342	2	972	2,344	3,316	126	8/17/2016
Augusta	GA	84	539	147	84	686	770	210	8/29/2007
Augusta	GA	205	686	141	205	827	1,032	238	8/29/2007
Columbus ⁽³⁾	GA	169	342	156	169	498	667	118	5/1/2009
Macon	GA	180	840	41	180	881	1,061	235	9/28/2007

F-43

Table of Contents



		Initial Cost to Company			Gross Carrying Amount at Year-End
Location			Buildings and	Subsequent		Buildings and		Accumulated	Date
MSA ⁽¹⁾	State	Land	Improvements	Additions	Land	Improvements	Total ⁽²⁾	Depreciation	Acquired

Savannah	GA	1,741	1,160	317	1,741	1,477	3,218	366	8/29/2007
Savannah ⁽³⁾	GA	597	762	164	597	926	1,523	264	9/28/2007
Savannah	GA	409	1,335	20	409	1,355	1,764	313	1/31/2014
Savannah	GA	811	1,181	132	811	1,313	2,124	301	6/25/2014
St. Louis	IL	225	4,394	95	225	4,489	4,714	63	8/28/2017
St. Louis	IL	179	5,154	57	179	5,211	5,390	74	8/28/2017
St. Louis	IL	226	3,088	76	226	3,164	3,390	50	8/28/2017
St. Louis	IL	174	3,338	72	174	3,410	3,584	39	9/25/2017
Indianapolis-Carmel-Anderson	IN	855	7,273	12	855	7,285	8,140	482	2/16/2016
Indianapolis-Carmel-Anderson	IN	815	3,844	8	815	3,852	4,667	316	2/16/2016
Indianapolis-Carmel-Anderson	IN	688	3,845	12	688	3,857	4,545	319	2/16/2016
Indianapolis-Carmel-Anderson	IN	626	4,049	31	626	4,080	4,706	296	2/25/2016
Indianapolis-Carmel-Anderson	IN	1,118	4,444	274	1,118	4,718	5,836	416	2/25/2016
Indianapolis-Carmel-Anderson	IN	614	5,487	37	614	5,524	6,138	354	2/25/2016
Indianapolis-Carmel-Anderson	IN	619	2,140	14	619	2,154	2,773	140	11/10/2016
Indianapolis-Carmel-Anderson	IN	689	6,944	27	689	6,971	7,660	272	11/10/2016
Indianapolis-Carmel-Anderson	IN	609	3,172	20	609	3,192	3,801	172	11/10/2016
Indianapolis-Carmel-Anderson	IN	532	5,441	19	532	5,460	5,992	211	11/10/2016
Indianapolis-Carmel-Anderson	IN	433	5,817	10	433	5,827	6,260	216	11/10/2016
Indianapolis-Carmel-Anderson	IN	688	5,413	22	688	5,435	6,123	244	11/10/2016
Indianapolis-Carmel-Anderson	IN	575	5,168	22	575	5,190	5,765	216	11/10/2016
Indianapolis-Carmel-Anderson	IN	522	5,366	16	522	5,382	5,904	212	11/10/2016
Indianapolis-Carmel-Anderson	IN	528	2,877	9	528	2,886	3,414	30	10/19/2017
Indianapolis-Carmel-Anderson	IN	1,257	6,694	—	1,257	6,694	7,951	57	10/19/2017
Kansas City	KS	816	5,432	30	816	5,462	6,278	47	10/19/2017
Kansas City	KS	975	6,967	24	975	6,991	7,966	64	10/19/2017
Kansas City	KS	719	5,143	23	719	5,166	5,885	39	10/19/2017
Louisville/Jefferson County ⁽³⁾	KY	2,174	3,667	28	2,174	3,695	5,869	370	5/1/2015
Baton Rouge	LA	386	1,744	57	386	1,801	2,187	119	4/12/2016
Baton Rouge	LA	1,098	5,208	505	1,098	5,713	6,811	398	4/12/2016
Baton Rouge	LA	1,203	3,156	221	1,203	3,377	4,580	219	7/21/2016
Baton Rouge	LA	755	2,702	260	755	2,962	3,717	188	7/21/2016
New Orleans-Metairie	LA	1,287	6,235	112	1,287	6,347	7,634	394	4/12/2016
Shreveport-Bossier City	LA	971	3,474	52	1,549	4,936	6,485	365	5/5/2015

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		Initial Cost to Company			Gross Carrying Amount at Year-End
Location			Buildings and	Subsequent		Buildings and		Accumulated	Date
MSA ⁽¹⁾	State	Land	Improvements	Additions	Land	Improvements	Total ⁽²⁾	Depreciation	Acquired

Shreveport-Bossier City	LA	964	3,573	31	964	3,604	4,568	433	5/5/2015
Shreveport-Bossier City	LA	772	2,906	24	772	2,930	3,702	349	5/5/2015
Shreveport-Bossier City	LA	479	1,439	28	479	1,467	1,946	184	5/5/2015
Shreveport-Bossier City	LA	475	854	42	475	896	1,371	135	5/5/2015
Shreveport-Bossier City	LA	645	2,004	6	645	2,010	2,655	28	10/19/2017
Shreveport-Bossier City	LA	654	3,589	27	654	3,616	4,270	28	10/19/2017
Shreveport-Bossier City	LA	906	3,618	12	906	3,630	4,536	31	10/19/2017
Shreveport-Bossier City ⁽⁴⁾	LA	—	5,113	13	—	5,126	5,126	33	10/19/2017
Worchester	MA	414	4,122	7	414	4,129	4,543	83	6/30/2017
Nonmetropolitan Area	MD	965	6,738	115	965	6,853	7,818	135	7/31/2017
Nonmetropolitan Area	MD	550	2,409	76	550	2,485	3,035	37	9/6/2017
St. Louis	MO	352	7,100	15	352	7,115	7,467	108	8/28/2017
St. Louis	MO	163	1,025	13	163	1,038	1,201	16	8/28/2017
St. Louis	MO	354	4,034	18	354	4,052	4,406	62	8/28/2017
Gulfport-Biloxi-Pascagoula	MS	645	2,413	244	645	2,657	3,302	262	4/12/2016
Meridian ⁽³⁾	MS	224	1,052	141	224	1,193	1,417	264	5/1/2009
Meridian ⁽³⁾	MS	382	803	189	382	992	1,374	224	5/1/2009
Charlotte-Concord-Gastonia	NC	1,871	4,174	66	1,871	4,240	6,111	422	5/1/2015
Charlotte-Concord-Gastonia ⁽³⁾	NC	1,108	3,935	42	1,108	3,977	5,085	407	5/4/2015
Charlotte-Concord-Gastonia ⁽³⁾	NC	2,301	4,458	155	2,301	4,613	6,914	505	5/4/2015
Charlotte-Concord-Gastonia ⁽³⁾	NC	1,862	3,297	83	1,862	3,380	5,242	366	9/2/2015
Durham-Chapel Hill	NC	390	1,025	188	390	1,213	1,603	343	8/29/2007
Durham-Chapel Hill ⁽³⁾	NC	663	2,743	225	663	2,968	3,631	805	9/28/2007
Durham-Chapel Hill	NC	1,024	1,383	386	1,024	1,769	2,793	466	9/28/2007
Durham-Chapel Hill	NC	1,711	4,180	21	1,711	4,201	5,912	382	5/1/2015
Fayetteville	NC	636	2,169	1,659	636	3,828	4,464	986	8/29/2007
Fayetteville ⁽³⁾	NC	151	5,392	254	151	5,646	5,797	1,454	9/28/2007
Fayetteville	NC	1,319	3,444	20	1,319	3,464	4,783	539	10/10/2013
Fayetteville	NC	772	3,406	24	772	3,430	4,202	439	10/10/2013
Fayetteville ⁽³⁾	NC	1,276	4,527	25	1,276	4,552	5,828	527	12/20/2013
Fayetteville ⁽³⁾	NC	1,195	2,072	—	1,195	2,072	3,267	174	10/1/2015
Fayetteville ⁽³⁾	NC	830	3,710	22	830	3,732	4,562	256	10/1/2015
Greensboro-High Point	NC	873	769	199	873	968	1,841	286	8/29/2007
Jacksonville	NC	1,265	2,123	74	1,265	2,197	3,462	324	5/1/2015

F-45

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		Initial Cost to Company			Gross Carrying Amount at Year-End
Location			Buildings and	Subsequent		Buildings and		Accumulated	Date
MSA ⁽¹⁾	State	Land	Improvements	Additions	Land	Improvements	Total ⁽²⁾	Depreciation	Acquired

Nonmetropolitan Area	NC	530	2,394	5	530	2,399	2,929	280	12/11/2014
Nonmetropolitan Area	NC	667	2,066	12	667	2,078	2,745	257	12/11/2014
Nonmetropolitan Area ⁽³⁾	NC	689	3,153	27	689	3,180	3,869	323	5/6/2015
Nonmetropolitan Area	NC	2,093	2,045	5	2,093	2,050	4,143	46	8/4/2017
Raleigh-Cary	NC	396	1,700	167	396	1,867	2,263	534	8/29/2007
Raleigh-Cary	NC	393	1,190	134	393	1,324	1,717	374	8/29/2007
Raleigh-Cary	NC	907	2,913	105	907	3,018	3,925	804	8/29/2007
Raleigh-Cary ⁽³⁾	NC	1,578	4,678	70	1,578	4,748	6,326	422	5/4/2015
Wilmington	NC	1,283	1,747	94	1,283	1,841	3,124	499	8/29/2007
Wilmington ⁽³⁾	NC	860	828	71	860	899	1,759	245	9/28/2007
Wilmington	NC	1,881	4,618	35	1,881	4,653	6,534	438	5/1/2015
Winston-Salem	NC	362	529	74	362	603	965	169	8/29/2007
Concord	NH	632	1,040	22	632	1,062	1,694	360	6/24/2013
Concord	NH	197	901	19	197	920	1,117	281	6/24/2013
Dover-Durham	NH	1,488	7,300	44	1,488	7,344	8,832	1,025	7/1/2014
Boston-Cambridge-Quincy	NH	899	3,863	38	899	3,901	4,800	308	9/22/2015
Manchester-Nashua	NH	1,786	6,100	19	1,786	6,119	7,905	411	2/22/2016
Manchester-Nashua	NH	1,395	5,573	29	1,395	5,602	6,997	347	2/22/2016
Nonmetropolitan Area	NH	2,053	5,425	19	2,053	5,444	7,497	112	6/15/2017
Greater New Hampshire	NH	1,528	2,686	14	1,528	2,700	4,228	250	2/22/2016
Rockingham County-Strafford County	NH	1,597	3,138	66	1,597	3,204	4,801	249	2/22/2016
Rockingham County-Strafford County	NH	1,445	2,957	58	1,445	3,015	4,460	248	2/22/2016
Albuquerque	NM	1,089	2,845	157	1,089	3,002	4,091	233	8/31/2016
Albuquerque	NM	854	3,436	81	854	3,517	4,371	181	9/19/2016
Las Vegas-Henderson-Paradise	NV	1,757	4,223	54	1,757	4,277	6,034	243	9/20/2016
Las Vegas-Henderson-Paradise	NV	1,121	1,510	51	1,121	1,561	2,682	113	9/20/2016
Las Vegas-Henderson-Paradise	NV	2,160	4,544	187	2,160	4,731	6,891	179	11/17/2016
Las Vegas-Paradise	NV	1,169	3,616	83	1,169	3,699	4,868	1,009	12/23/2013
Las Vegas-Paradise	NV	389	2,850	66	389	2,916	3,305	474	4/1/2014
Las Vegas-Paradise	NV	794	1,406	86	794	1,492	2,286	309	7/1/2014
Las Vegas-Paradise	NV	2,362	8,445	60	2,362	8,505	10,867	97	8/15/2017
Las Vegas-Paradise	NV	2,157	2,753	13	2,157	2,766	4,923	46	8/15/2017
Las Vegas-Paradise	NV	1,296	8,039	82	1,296	8,121	9,417	85	8/15/2017
Las Vegas-Paradise	NV	828	2,030	120	828	2,150	2,978	33	8/29/2017

F-46

Table of Contents



		Initial Cost to Company			Gross Carrying Amount at Year-End
Location			Buildings and	Subsequent		Buildings and		Accumulated	Date
MSA ⁽¹⁾	State	Land	Improvements	Additions	Land	Improvements	Total ⁽²⁾	Depreciation	Acquired

Las Vegas-Paradise	NV	3,864	2,870	125	3,864	2,995	6,859	65	8/29/2017
Canton-Massillon	OH	83	2,911	19	83	2,930	3,013	132	11/10/2016
Canton-Massillon	OH	292	2,107	32	292	2,139	2,431	199	11/10/2016
Cleveland-Elyria	OH	169	2,702	24	169	2,726	2,895	116	11/10/2016
Cleveland-Elyria	OH	193	3,323	22	193	3,345	3,538	128	11/10/2016
Cleveland-Elyria	OH	490	1,050	23	490	1,073	1,563	73	11/10/2016
Cleveland-Elyria	OH	845	4,916	29	845	4,945	5,790	223	11/10/2016
Cleveland-Elyria	OH	842	2,044	23	842	2,067	2,909	148	11/10/2016
Oklahoma City	OK	388	3,142	133	388	3,275	3,663	920	5/29/2007
Oklahoma City	OK	213	1,383	76	213	1,459	1,672	406	5/29/2007
Oklahoma City	OK	561	2,355	434	561	2,789	3,350	850	5/29/2007
Oklahoma City	OK	349	2,368	443	349	2,811	3,160	836	5/29/2007
Oklahoma City	OK	466	2,544	106	466	2,650	3,116	730	5/29/2007
Oklahoma City	OK	144	1,576	148	144	1,724	1,868	515	5/29/2007
Oklahoma City	OK	168	1,696	245	168	1,941	2,109	565	5/29/2007
Oklahoma City	OK	220	1,606	116	220	1,722	1,942	475	5/30/2007
Oklahoma City	OK	376	1,460	36	376	1,496	1,872	405	5/30/2007
Oklahoma City	OK	337	2,788	89	337	2,877	3,214	784	5/30/2007
Oklahoma City	OK	814	3,161	1,169	814	4,330	5,144	843	5/30/2007
Oklahoma City	OK	590	1,502	1,751	590	3,253	3,843	801	8/29/2007
Oklahoma City	OK	205	1,772	451	205	2,223	2,428	642	5/1/2009
Oklahoma City	OK	701	4,926	—	701	4,926	5,627	210	9/1/2016
Oklahoma City	OK	1,082	4,218	10	1,082	4,228	5,310	292	1/1/2016
Oklahoma City	OK	736	2,925	3	736	2,928	3,664	247	1/1/2016
Oklahoma City	OK	1,135	3,759	4	1,135	3,763	4,898	275	1/1/2016
Tulsa	OK	548	1,892	73	548	1,965	2,513	529	8/29/2007
Tulsa	OK	764	1,386	372	764	1,758	2,522	494	8/29/2007
Tulsa	OK	1,305	2,533	112	1,305	2,645	3,950	720	8/29/2007
Tulsa	OK	940	2,196	223	940	2,419	3,359	665	8/29/2007
Tulsa	OK	59	466	300	59	766	825	205	8/29/2007
Tulsa	OK	426	1,424	222	426	1,646	2,072	530	8/29/2007
Tulsa	OK	250	667	148	250	815	1,065	246	8/29/2007
Tulsa ⁽³⁾	OK	944	2,085	55	944	2,140	3,084	540	2/14/2008
Tulsa ⁽³⁾	OK	892	2,421	29	892	2,450	3,342	615	2/14/2008

F-47

Table of Contents



		Initial Cost to Company			Gross Carrying Amount at Year-End
Location			Buildings and	Subsequent		Buildings and		Accumulated	Date
MSA ⁽¹⁾	State	Land	Improvements	Additions	Land	Improvements	Total ⁽²⁾	Depreciation	Acquired

Tulsa	OK	492	1,343	65	492	1,408	1,900	356	4/1/2008
Tulsa	OK	505	1,346	724	505	2,070	2,575	669	4/1/2008
Tulsa	OK	466	1,270	102	466	1,372	1,838	356	4/1/2008
Tulsa ⁽³⁾	OK	1,103	4,431	44	1,103	4,475	5,578	1,316	6/10/2013
Bend	OR	295	1,369	7	295	1,376	1,671	382	4/1/2013
Bend	OR	1,692	2,410	29	1,692	2,439	4,131	722	4/1/2013
Bend ⁽³⁾	OR	571	1,917	3	571	1,920	2,491	353	6/10/2013
Bend ⁽³⁾	OR	397	1,180	99	397	1,279	1,676	369	6/10/2013
Bend	OR	690	1,983	77	690	2,060	2,750	363	5/1/2014
Bend	OR	722	2,151	4	722	2,155	2,877	346	5/1/2014
Bend	OR	800	2,836	6	800	2,842	3,642	458	5/1/2014
Bend-Redmond	OR	2,688	10,731	—	2,688	10,731	13,419	684	4/15/2016
Corvallis	OR	382	1,465	—	382	1,465	1,847	310	12/30/2013
Eugene-Springfield	OR	710	1,539	62	710	1,601	2,311	406	4/1/2013
Eugene-Springfield	OR	842	1,674	32	842	1,706	2,548	456	4/1/2013
Eugene-Springfield ⁽³⁾	OR	414	1,990	—	414	1,990	2,404	313	6/10/2013
Eugene-Springfield ⁽³⁾	OR	1,149	2,061	37	1,149	2,098	3,247	404	6/10/2013
Eugene-Springfield	OR	728	3,230	105	728	3,335	4,063	458	12/30/2013
Eugene-Springfield	OR	1,601	2,686	87	1,601	2,773	4,374	649	4/1/2014
Hood River	OR	997	1,874	—	997	1,874	2,871	242	12/1/2014
Portland-Vancouver-Hillsboro	OR	851	2,063	4	851	2,067	2,918	352	4/1/2013
Portland-Vancouver-Hillsboro	OR	1,704	2,313	99	1,704	2,412	4,116	568	4/1/2013
Portland-Vancouver-Hillsboro	OR	1,254	2,787	12	1,254	2,799	4,053	492	4/1/2013
Portland-Vancouver-Hillsboro	OR	2,808	4,437	19	2,808	4,456	7,264	1,022	4/1/2013
Portland-Vancouver-Hillsboro	OR	1,015	2,184	3	1,015	2,187	3,202	408	4/1/2013
Portland-Vancouver-Hillsboro ⁽³⁾	OR	1,077	3,008	139	1,077	3,147	4,224	468	6/10/2013
Portland-Vancouver-Hillsboro ⁽³⁾	OR	1,072	2,629	18	1,072	2,647	3,719	557	6/10/2013
Portland-Vancouver-Hillsboro ⁽³⁾	OR	2,217	3,766	15	2,217	3,781	5,998	626	6/10/2013
Portland-Vancouver-Hillsboro ⁽³⁾	OR	1,334	2,324	126	1,334	2,450	3,784	486	6/10/2013
Portland-Vancouver-Hillsboro ⁽³⁾	OR	996	2,525	89	996	2,614	3,610	500	6/10/2013
Portland-Vancouver-Hillsboro	OR	1,496	3,372	79	1,496	3,451	4,947	535	6/24/2013
Portland-Vancouver-Hillsboro	OR	954	3,026	41	954	3,067	4,021	436	6/24/2013
Portland-Vancouver-Hillsboro	OR	1,627	2,388	70	1,627	2,458	4,085	429	6/24/2013
Portland-Vancouver-Hillsboro	OR	2,509	4,200	66	2,509	4,266	6,775	704	12/30/2013

F-48

Table of Contents



		Initial Cost to Company			Gross Carrying Amount at Year-End
Location			Buildings and	Subsequent		Buildings and		Accumulated	Date
MSA ⁽¹⁾	State	Land	Improvements	Additions	Land	Improvements	Total ⁽²⁾	Depreciation	Acquired

Portland-Vancouver-Hillsboro	OR	787	1,915	62	787	1,977	2,764	297	12/30/2013
Portland-Vancouver-Hillsboro	OR	1,703	4,729	9	1,703	4,738	6,441	635	4/1/2014
Portland-Vancouver-Hillsboro	OR	738	2,483	—	738	2,483	3,221	334	4/1/2014
Portland-Vancouver-Hillsboro	OR	1,690	2,995	39	1,690	3,034	4,724	324	4/1/2014
Portland-Vancouver-Hillsboro	OR	1,200	9,531	204	1,200	9,735	10,935	1,771	5/30/2014
Portland-Vancouver-Hillsboro	OR	401	3,718	80	401	3,798	4,199	556	5/30/2014
Portland-Vancouver-Hillsboro	OR	1,160	3,291	21	1,160	3,312	4,472	470	6/30/2014
Portland-Vancouver-Hillsboro	OR	1,435	4,342	—	1,435	4,342	5,777	622	6/30/2014
Portland-Vancouver-Hillsboro	OR	1,478	4,127	6	1,478	4,133	5,611	585	6/30/2014
Portland-Vancouver-Hillsboro	OR	1,402	3,196	—	1,402	3,196	4,598	434	6/30/2014
Portland-Vancouver-Hillsboro	OR	3,538	4,938	6	3,398	3,984	7,382	569	6/30/2014
Portland-Vancouver-Hillsboro	OR	1,501	3,136	6	1,501	3,142	4,643	445	6/30/2014
Portland-Vancouver-Hillsboro	OR	1,746	3,393	11	1,746	3,404	5,150	482	8/27/2014
Portland-Vancouver-Hillsboro	OR	1,014	3,017	11	1,014	3,028	4,042	445	8/27/2014
Portland-Vancouver-Hillsboro	OR	2,202	3,477	113	2,202	3,590	5,792	521	10/20/2014
Portland-Vancouver-Hillsboro	OR	1,764	7,360	—	1,764	7,360	9,124	829	12/16/2014
Portland-Vancouver-Hillsboro	OR	2,670	8,709	53	2,670	8,762	11,432	561	8/10/2015
Portland-Vancouver-Hillsboro	OR	410	622	179	410	801	1,211	48	7/14/2016
Portland-Vancouver-Hillsboro	OR	1,258	6,298	3	1,258	6,301	7,559	208	11/21/2016
Portland-Vancouver-Hillsboro	OR	2,334	7,726	33	2,334	7,759	10,093	298	12/6/2016
Portland-Vancouver-Hillsboro	OR	771	4,121	—	771	4,121	4,892	17	11/15/2017
Portland-Vancouver-Hillsboro	OR	2,002	14,445	—	2,002	14,445	16,447	24	12/14/2017
Portland-Vancouver-Hillsboro	OR	860	3,740	—	860	3,740	4,600	118	1/11/2017
Prineville	OR	427	1,648	—	427	1,648	2,075	227	8/27/2014
Roseburg ⁽³⁾	OR	474	1,789	79	474	1,868	2,342	371	6/10/2013
Salem	OR	1,405	2,650	413	1,405	3,063	4,468	607	4/1/2014
Salem	OR	492	1,248	18	492	1,266	1,758	112	4/20/2016
The Dalles	OR	1,108	2,100	—	1,108	2,100	3,208	293	12/5/2014
Anderson	SC	92	976	119	92	1,095	1,187	312	8/29/2007
Charlotte-Gastonia-Rock Hill ⁽³⁾	SC	924	3,086	32	924	3,118	4,042	303	5/4/2015
Greenville-Mauldin-Easley	SC	82	838	74	82	912	994	249	8/29/2007
Spartanburg	SC	535	1,934	23	535	1,957	2,492	185	11/12/2015
Amarillo ⁽³⁾	TX	80	877	106	80	983	1,063	227	5/1/2009
Amarillo ⁽³⁾	TX	78	697	136	78	833	911	196	5/1/2009

F-49

Table of Contents



		Initial Cost to Company			Gross Carrying Amount at Year-End
Location			Buildings and	Subsequent		Buildings and		Accumulated	Date
MSA ⁽¹⁾	State	Land	Improvements	Additions	Land	Improvements	Total ⁽²⁾	Depreciation	Acquired

Amarillo ⁽³⁾	TX	147	810	145	147	955	1,102	219	5/1/2009
Austin-Round Rock-San Marcos	TX	937	5,319	80	937	5,399	6,336	766	6/24/2013
Austin-Round Rock-San Marcos	TX	1,395	2,790	20	1,395	2,810	4,205	616	6/24/2013
Austin-Round Rock-San Marcos	TX	768	1,923	111	768	2,034	2,802	297	10/29/2014
Austin-Round Rock-San Marcos	TX	936	6,446	15	936	6,461	7,397	40	10/19/2017
Brownsville-Harlingen	TX	845	2,364	63	845	2,427	3,272	285	9/4/2014
Brownsville-Harlingen	TX	639	1,674	85	639	1,759	2,398	250	9/4/2014
Brownsville-Harlingen	TX	386	2,798	178	386	2,976	3,362	201	5/2/2016
College Station-Bryan	TX	618	2,512	57	618	2,569	3,187	677	8/29/2007
College Station-Bryan	TX	551	349	215	551	564	1,115	139	8/29/2007
College Station-Bryan	TX	295	988	150	295	1,138	1,433	269	4/1/2008
College Station-Bryan	TX	51	123	63	51	186	237	57	4/1/2008
College Station-Bryan	TX	110	372	133	110	505	615	116	4/1/2008
College Station-Bryan	TX	62	208	13	62	221	283	56	4/1/2008
Dallas-Fort Worth-Arlington	TX	164	865	49	164	914	1,078	247	8/29/2007
Dallas-Fort Worth-Arlington	TX	155	105	53	155	158	313	52	9/28/2007
Dallas-Fort Worth-Arlington	TX	98	282	96	98	378	476	120	9/28/2007
Dallas-Fort Worth-Arlington	TX	264	106	165	264	271	535	94	9/28/2007
Dallas-Fort Worth-Arlington ⁽³⁾	TX	376	803	120	376	923	1,299	263	9/28/2007
Dallas-Fort Worth-Arlington ⁽³⁾	TX	338	681	101	338	782	1,120	214	9/28/2007
Dallas-Fort Worth-Arlington	TX	1,388	4,195	37	1,388	4,232	5,620	700	6/24/2013
Dallas-Fort Worth-Arlington	TX	1,859	5,293	122	1,859	5,415	7,274	847	7/25/2013
Dallas-Fort Worth-Arlington	TX	379	2,212	102	379	2,314	2,693	510	7/25/2013
Dallas-Fort Worth-Arlington	TX	1,397	5,250	82	1,397	5,332	6,729	782	7/25/2013
Dallas-Fort Worth-Arlington	TX	2,102	5,755	89	2,102	5,844	7,946	998	7/25/2013
Dallas-Fort Worth-Arlington	TX	649	1,637	35	649	1,672	2,321	532	7/25/2013
Dallas-Fort Worth-Arlington	TX	396	1,411	438	396	1,849	2,245	289	4/29/2015
Dallas-Fort Worth-Arlington	TX	1,263	3,346	50	1,263	3,396	4,659	396	10/19/2015
Dallas-Plano-Irving	TX	1,421	2,349	450	1,421	2,799	4,220	205	6/1/2016
Dallas-Plano-Irving	TX	710	3,578	38	710	3,616	4,326	35	10/19/2017
Dallas-Plano-Irving	TX	421	2,668	10	421	2,678	3,099	24	10/19/2017
El Paso	TX	338	1,275	42	338	1,317	1,655	353	8/29/2007
El Paso	TX	94	400	168	94	568	662	155	8/29/2007
Houston-Sugar Land-Baytown	TX	698	2,648	233	698	2,881	3,579	284	7/20/2015

F-50

Table of Contents



		Initial Cost to Company			Gross Carrying Amount at Year-End
Location			Buildings and	Subsequent		Buildings and		Accumulated	Date
MSA ⁽¹⁾	State	Land	Improvements	Additions	Land	Improvements	Total ⁽²⁾	Depreciation	Acquired

Houston-The Woodlands-Sugar Land	TX	1,042	3,061	382	1,042	3,443	4,485	281	1/22/2016
Houston-The Woodlands-Sugar Land	TX	1,426	2,910	100	1,426	3,010	4,436	78	6/13/2017
Killeen-Temple	TX	203	4,065	190	203	4,255	4,458	125	2/2/2017
Killeen-Temple	TX	1,128	6,149	186	1,128	6,335	7,463	90	8/8/2017
Longview ⁽³⁾	TX	651	671	100	651	771	1,422	178	5/1/2009
Longview ⁽³⁾	TX	104	489	164	104	653	757	142	5/1/2009
Longview ⁽³⁾	TX	310	966	199	310	1,165	1,475	261	5/1/2009
Longview	TX	2,466	3,559	39	2,466	3,598	6,064	480	6/19/2014
Longview	TX	959	1,640	18	959	1,658	2,617	238	6/25/2014
McAllen–Edinburg–Mission	TX	1,217	2,738	262	1,243	3,000	4,243	544	7/31/2014
McAllen–Edinburg–Mission	TX	1,973	4,517	57	1,973	4,574	6,547	661	9/4/2014
McAllen–Edinburg–Mission	TX	1,295	3,929	61	1,295	3,990	5,285	565	9/4/2014
McAllen–Edinburg–Mission	TX	3,079	7,574	82	3,079	7,656	10,735	1,164	9/4/2014
McAllen–Edinburg–Mission	TX	1,017	3,261	65	1,017	3,326	4,343	462	9/4/2014
McAllen–Edinburg–Mission	TX	803	2,914	74	803	2,988	3,791	335	9/4/2014
McAllen–Edinburg–Mission	TX	2,249	4,966	51	2,249	5,017	7,266	742	9/4/2014
McAllen–Edinburg–Mission	TX	1,118	3,568	62	1,118	3,630	4,748	432	9/4/2014
Midland ⁽³⁾	TX	691	1,588	163	691	1,751	2,442	386	5/1/2009
Odessa ⁽³⁾	TX	168	561	103	168	664	832	156	5/1/2009
San Angelo ⁽³⁾	TX	381	986	97	381	1,083	1,464	241	5/1/2009
San Antonio-New Braunfels	TX	614	2,640	44	614	2,684	3,298	454	4/1/2014
San Antonio-New Braunfels	TX	715	4,566	35	715	4,601	5,316	38	10/19/2017
Washington-Arlington-Alexandria	VA	1,516	12,633	16	1,516	12,649	14,165	174	7/21/2017
Centralia ⁽³⁾	WA	810	1,530	—	810	1,530	2,340	459	6/10/2013
Centralia ⁽³⁾	WA	998	1,862	37	998	1,899	2,897	653	6/10/2013
Longview	WA	448	2,356	12	448	2,368	2,816	217	9/3/2015
Portland-Vancouver-Hillsboro	WA	421	2,313	—	421	2,313	2,734	390	4/1/2013
Portland-Vancouver-Hillsboro	WA	1,903	2,239	—	1,903	2,239	4,142	482	4/1/2013
Portland-Vancouver-Hillsboro ⁽³⁾	WA	923	2,821	6	923	2,827	3,750	467	6/10/2013
Portland-Vancouver-Hillsboro	WA	935	2,045	—	935	2,045	2,980	291	4/1/2014
Portland-Vancouver-Hillsboro	WA	478	2,158	117	478	2,275	2,753	355	4/1/2014
Portland-Vancouver-Hillsboro ⁽³⁾	WA	2,023	3,484	21	2,023	3,505	5,528	556	8/27/2014
Portland-Vancouver-Hillsboro	WA	1,870	4,632	—	1,870	4,632	6,502	181	1/11/2017
Seattle-Tacoma-Bellevue	WA	770	3,203	48	770	3,251	4,021	529	4/1/2014

F-51

Table of Contents



		Initial Cost to Company						Gross Carrying Amount at Year-End
Location				Buildings and		Subsequent				Buildings and				Accumulated		Date
MSA ⁽¹⁾	State	Land		Improvements		Additions		Land		Improvements		Total ⁽²⁾		Depreciation		Acquired

Seattle-Tacoma-Bellevue	WA	1,390		2,506		20		1,390		2,526		3,916		425		8/27/2014
Seattle-Tacoma-Bellevue	WA	1,438		3,280		28		1,438		3,308		4,746		492		9/18/2014
Seattle-Tacoma-Bellevue	WA	1,105		2,121		—		1,105		2,121		3,226		283		10/3/2014
Total		$	528,936	$	1,696,269	$	50,210	$	528,304	$	1,746,929	$	2,275,233	$	170,358

^{(1) Refers to metropolitan and micropolitan statistical area (MSA) as defined by the U.S. Census Bureau.}

^{(2) The aggregate cost of land and depreciable property for Federal income tax purposes was approximately $1.9 billion (unaudited) at December 31, 2017.}

^{(3) As of December 31, 2017, 91 of our self storage properties were encumbered by an aggregate of $271.5million of debt financing.}

^{(4) Property subject to a long-term lease agreement.}

Note: The Company only owns one class of real estate, which is self storage properties. The estimated useful lives of the individual assets that comprise buildings and improvements range from 3 years to 40 years. The category for buildings and improvements in the table above includes furniture and equipment.

F-52

Table of Contents

NATIONAL STORAGE AFFILIATES TRUST

SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION

For the Years Ended December 31, 2017, 2016 and 2015

(in thousands)



	2017			2016			2015
Self Storage properties:
Balance at beginning of year	$	1,844,336		$	1,147,201		$	838,941
Acquisitions and improvements	431,542			715,509			308,323
Reclassification from assets held for sale	8,607			—			—
Write-off of fully depreciated assets and other	(50		)	—			(63		)
Dispositions	(7,336		)	(4,820		)	—
Reclassification to assets held for sale	(1,866		)	(13,554		)	—
Balance at end of year	$	2,275,233		$	1,844,336		$	1,147,201

Accumulated depreciation:
Balance at beginning of year	$	110,803		$	68,100		$	39,614
Depreciation expense	60,522			42,703			28,549
Write-off of fully depreciated assets and other	(10		)	—			(63		)
Dispositions	(646		)	—			—
Assets held for sale	$	(311	)	$	—		$	—
Balance at end of year	$	170,358		$	110,803		$	68,100

F-53

Exhibit 10.12

PARTNERSHIP UNIT DESIGNATION OF
SERIES A-1 PREFERRED UNITS OF
NSA OP, LP

This Partnership Unit Designation (this " Partnership Unit Designation ") is made as of January 5, 2018 by National Storage Affiliates Trust, a Maryland real estate investment trust and the general partner (the " General Partner ") of NSA OP, LP, a Delaware limited partnership (the " Partnership ") pursuant to the Third Amended and Restated Agreement of Limited Partnership of the Partnership dated as of April 28, 2015 (as amended through the date hereof, the " Partnership Agreement ").

WHEREAS, the General Partner has determined that it is necessary to establish a series of Preferred Units in the Partnership designated as 6.000% Series A-1 Cumulative Redeemable Preferred Units (the " Series A-1 Preferred Units ") in accordance with Section 4.3(a) of the Partnership Agreement.

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Partnership Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the General Partner hereby sets forth this Partnership Unit Designation as follows:

Section 1. Definitions . The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Partnership Unit Designation.

" Adjustment Factor " means 1.0; provided, however , that in the event that the General Partner (a) splits or subdivides its outstanding REIT Series A Preferred Shares or (b) effects a reverse share split or otherwise combines its outstanding REIT Series A Preferred Shares into a smaller number of REIT Series A Preferred Shares, the Adjustment Factor shall be adjusted by multiplying the Adjustment Factor previously in effect by a fraction, (i) the numerator of which shall be the number of REIT Series A Preferred Shares issued and outstanding on the record date for such dividend, distribution, split, subdivision, reverse split or combination (assuming for such purposes that such dividend, distribution, split, subdivision, reverse split or combination has occurred as of such time) and (ii) the denominator of which shall be the actual number of REIT Series A Preferred Shares (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, split, subdivision, reverse split or combination.

" Business Day " shall mean any day other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.

" Cash Amount " means, with respect to a Tendering Partner, an amount of cash equal to the product of (A) the Value of a REIT Series A Preferred Share and (B) such Tendering Partner's REIT

- 1 -

Series A Preferred Share Amount determined as of the date of receipt by the General Partner of such Tendering Partner's Notice of Redemption or, if such date is not a Business Day, the immediately preceding Business Day.

A " Change of Control " is when, after the original issuance of the REIT Series A Preferred Shares, each of the following have occurred and are continuing:

(i) the acquisition by any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of equity shares of the General Partner entitling that person to exercise more than 50% of the total voting power of all equity shares of the General Partner entitled to vote generally in the election of the General Partner's trustees (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

(ii) following the closing of any transaction referred to in (i) above, neither the General Partner nor the acquiring or surviving entity (or, if in connection with such transaction holders of REIT Common Shares receive Alternative Form Consideration (as defined in the Series A Articles Supplementary) consisting of common equity securities of another entity, such other entity) has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange, Inc. (the " NYSE "), the NYSE American, LLC (the " NYSE AMER "), or the NASDAQ Stock Market (" NASDAQ "), or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE AMER or NASDAQ.

" Distribution Period " means, as applicable, the Series A-1 Distribution Period or the distribution period set forth in the terms of any other Preferred Unit of the Partnership.

" Holder Redemption " has the meaning set forth in Section 10(a) hereof.

" Notice of Redemption " means the Notice of Redemption substantially in the form of Exhibit I attached to this Partnership Unit Designation.

" Optional Redemption Right " has the meaning set forth in Section 5(b) hereof.

" Publicly Traded " means listed or admitted to trading on NYSE or any other national securities exchange.

" REIT Series A Preferred Share " means a share of the 6.000% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share, of the General Partner.

" REIT Series A Preferred Share Amount " means a number of REIT Series A Preferred Shares equal to the product of (a) the number of Tendered Units and (b) the Adjustment Factor in effect on the Specified Redemption Date with respect to such Tendered Units; provided, however, that, in the event that the General Partner issues to all holders of REIT Series A Preferred Shares

- 2 -

as of a certain record date rights, options, warrants or convertible or exchangeable securities entitling the General Partner's shareholders to subscribe for or purchase REIT Series A Preferred Shares, or any other securities or property (collectively, the " Rights "), with the record date for such Rights issuance falling within the period starting on the date of the Notice of Redemption and ending on the day immediately preceding the Specified Redemption Date, which Rights will not be distributed before the relevant Specified Redemption Date, then the REIT Series A Preferred Share Amount shall also include such Rights that a holder of that number of REIT Series A Preferred Shares would be entitled to receive, expressed, where relevant hereunder, in a number of REIT Series A Preferred Shares determined by the General Partner in good faith.

" Senior Units " has the meaning set forth in Section 6 herein.

" Series A Articles Supplementary " means the articles supplementary of the General Partner setting forth the terms of the REIT Series A Preferred Shares, accepted for record by the the State Department of Assessments and Taxation of Maryland on October 10, 2017.

" Series A-1 Distribution Payment Date " shall mean (i) the last calendar day of each March, June, September and December of each year, commencing on March 31, 2018, and (ii), in the event of a redemption of Series A-1 Preferred Units, the redemption date.

" Series A-1 Distribution Period " shall mean the respective periods commencing on and including the first day of January, April, July and October of each year and ending on and including the day preceding the first day of the next succeeding Series A-1 Distribution Period (other than the initial Series A-1 Distribution Period, which shall commence on the date that any Series A-1 Preferred Units are issued and end on and include the day preceding the first day of the next successing Series A-1 Distribution Period, and other than the Series A-1 Distribution Period during which any Series A-1 Preferred Units shall be redeemed pursuant to Section 5 hereof, which shall end on and include the day preceding the redemption date with respect to the Series A-1 Preferred Units being redeemed).

" Series A-1 Distribution Record Date " shall mean the date designated by the General Partner for the payment of distribution that is same date designated by the General Partner's board of trustees as the record date for the payment of dividends on the Series A Preferred Shares.

" Series A-1 Priority Return " shall mean an amount equal to 6.000% per annum on the Stated Value per Series A-1 Preferred Unit, commencing on the date of original issuance of each Series A-1 Preferred Unit. For any Series A-1 Distribution Period greater than or less than a full Series A-1 Distribution Period, the amount of the Series A-1 Priority Return shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months.

" Special Optional Redemption Right " has the meaning set forth in Section 5(b) hereof.

" Specified Redemption Date " means the 10th Business Day following receipt by the General Partner of a Notice of Redemption; provided, that , if the REIT Series A Preferred Shares are not Publicly Traded, the Specified Redemption Date means the 30th Business Day following receipt by the General Partner of a Notice of Redemption.

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" Stated Value " means, with respect to each Series A-1 Preferred Unit, $25.00.

" Tendered Units " has the meaning set forth in Section 10 hereof.

" Tendering Partner " has the meaning set forth in Section 10 hereof.

" Third Party Parity Preferred Units " means Parity Preferred Units held by persons other than our General Partner and upon which voting rights similar to those set forth in Section 7 herein have been conferred and are exercisable.

" Value " means, on any date of determination with respect to a REIT Series A Preferred Share, the average of the daily Market Prices (as defined below) for ten consecutive trading days immediately preceding the date of determination; provided, however , that for purposes of Section 10, the "date of determination" shall be the date of receipt by the General Partner of a Notice of Redemption or, if such date is not a Business Day, the immediately preceding Business Day. The term " Market Price " on any date shall mean, with respect to any class or series of outstanding REIT Series A Preferred Shares, the Closing Price (as defined below) for such REIT Series A Preferred Shares on such date. The " Closing Price " on any date shall mean the last sale price for such REIT Series A Preferred Shares, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such REIT Series A Preferred Shares, in either case as reported on the principal national securities exchange on which such REIT Series A Preferred Shares are listed or admitted to trading or, if such REIT Series A Preferred Shares are not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the principal other automated quotation system that may then be in use or, if such REIT Series A Preferred Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such REIT Series A Preferred Shares selected by the board of trustees of the General Partner or, in the event that no trading price is available for such REIT Series A Preferred Shares, the fair market value of the REIT Series A Preferred Shares, as determined in good faith by the board of trustees of the General Partner. In the event that the REIT Series A Preferred Shares Amount includes Rights (as defined in the definition of "REIT Series A Preferred Shares Amount") that a holder of REIT Series A Preferred Shares would be entitled to receive, then the Value of such Rights shall be determined by the board of trustees of the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

Section 2. Designation and Number . A series of Partnership Units in the Partnership designated as the "6.000% Series A-1 Cumulative Redeemable Preferred Units" is hereby established. The number of Series A-1 Preferred Units shall be [ ].

Section 3. Distributions .

(a) Payment of Distributions . Subject to the preferential rights of holders of any class or series of Partnership Interests of the Partnership now or hereafter issued and outstanding, ranking senior to the Series A-1 Preferred Units with respect to the payment of distributions, holders of the Series A-1 Preferred Units shall be entitled to receive, when, as and if authorized by the General

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Partner out of funds legally available for payment of distributions, cumulative cash distributions in an amount equal to the Series A-1 Priority Return. Such distributions shall accrue and be cumulative from and including the first date on which any Series A-1 Preferred Units are issued or, if later, the most recent Series A-1 Distribution Payment Date to which distributions have been paid in full, and shall be payable quarterly in arrears, on each Series A-1 Preferred Unit Distribution Payment Date; provided, however , if any Series A-1 Preferred Unit Distribution Payment Date is not a Business Day, then the distribution which would otherwise have been payable on such Series A-1 Preferred Unit Distribution Payment Date may be paid, at the General Partner’s option, on either the immediately preceding Business Day or the next succeeding Business Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if paid on such Series A-1 Preferred Unit Distribution Payment Date, and no interest or additional distributions or other sums shall accrue on the amount so payable from such Series A-1 Preferred Unit Distribution Payment Date to such next succeeding Business Day. The amount of any distribution payable on the Series A-1 Preferred Units for any period greater or less than a full Series A-1 Distribution Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Distributions will be payable to holders of record as they appear in the records of the General Partner at the close of business on the applicable Series A-1 Distribution Record Date. Notwithstanding any provision to the contrary contained herein, each holder of an outstanding Series A-1 Preferred Unit shall be entitled to receive a distribution with respect to any Series A-1 Distribution Record Date equal to the distribution paid with respect to each other Series A-1 Preferred Unit that is outstanding on such date, and to the extent a holder of outstanding Series A-1 Preferred Units redeems such units before a Series A-1 Distribution Date, such holder will not be entitled to any future distributions on his, her, or its Series A-1 Preferred Units.

(b) Distributions Cumulative . Notwithstanding anything contained herein to the contrary, distributions on the Series A-1 Preferred Units shall accrue whether or not the terms and provisions set forth in Section 3(c) at any time prohibit the current payment of distributions, whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized or declared.

(i) Except as provided in Sections 3(c)(ii) and 3(e) below, no distributions shall be declared and paid or declared and set apart for payment, and no other distribution of cash or other property may be declared and made, directly or indirectly, on or with respect to any Parity Preferred Unit or Junior Unit as to distributions for any period, nor shall any Junior Units or Parity Preferred Units as to distributions and the distribution of assets upon the Partnership’s liquidation, dissolution or winding up be redeemed, purchased or otherwise acquired for any consideration, nor shall any funds be paid or made available for a sinking fund for the redemption of such units, and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership, unless full cumulative distributions on the Series A-1 Preferred Units for all past Series A-1 Distribution Periods shall have been or contemporaneously are (i) declared and paid or (ii) declared and a sum sufficient for the payment thereof is set apart for such payment.

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(ii) Except as provided in Section 3(e) below, when distributions are not paid in full (or declared and a sum sufficient for such full payment is not so set apart) upon the Series A-1 Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series A-1 Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions declared per Series A-1 Preferred Unit and each Parity Preferred Unit of such other class or series shall in all cases bear to each other the same ratio that accrued distributions per Series A-1 Preferred Unit and per Parity Preferred Unit of such other class or series (which shall not include any accrual in respect of unpaid distributions on such other class or series of Parity Preferred Units for prior Series A-1 Distribution Periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A-1 Preferred Units which may be in arrears.

(d) Holders of the Series A-1 Preferred Units shall not be entitled to any distributions, whether payable in cash, other property or otherwise, in excess of the full cumulative distributions on the Series A-1 Preferred Units as provided herein. Any distribution payment made on the Series A-1 Preferred Units shall first be credited against the earliest accrued but unpaid distributions due with respect to such Series A-1 Preferred Units which remain payable. Accrued but unpaid distributions on the Series A-1 Preferred Units will accrue as of the Series A-1 Preferred Unit Distribution Payment Date on which they first become payable.

(e) Notwithstanding the provisions of Section 3(c) and regardless of whether distributions are paid in full (or declared and a sum sufficient for such full payment is not so set apart) on the Series A-1 Preferred Units or Parity Preferred Units, as to distributions, for any or all Distribution Periods, the Partnership shall not be prohibited or limited from (i) paying distributions on any Partnership Units in Junior Units as to payment of distributions and the distribution of assets upon the Partnership’s liquidation, dissolution and winding up, (ii) converting or exchanging any Partnership Units for Junior Units as to payment of distributions and the distribution of assets upon the Partnership’s liquidation, dissolution and winding up, (iii) taking necessary action to ensure that the General Partner remains qualified as a REIT, or (iv) redeeming Series A-1 Preferred Units pursuant to Section 5 or Section 10 below.

Section 4. Liquidation Proceeds.

(a) Distributions . Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, subject to the preferential rights of holders of any class or series of Partnership Interests of the Partnership now or hereafter issued and outstanding, ranking senior to the Series A-1 Preferred Units with respect to liquidating distributions, and taking into account the rights of holders of any Parity Preferred Units then outstanding, a holder of the Series A-1 Preferred Units shall first be entitled to receive the Stated Value per Series A-1 Preferred Unit, plus any accrued and unpaid Series A-1 Priority Return, and then distributions shall be made in accordance with Article 13 of the Partnership Agreement.

(b) Notice . Written notice of any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, stating the payment date or dates when, and the place

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or places where, the amounts distributable in such circumstances shall be payable, shall be given by the General Partner pursuant to Section 13.5 of the Partnership Agreement.

(c) No Further Rights . After payment of the full amount of the liquidating distributions to which it is entitled, a holder of the Series A-1 Preferred Units will have no right or claim to any of the remaining assets of the Partnership.

(d) Consolidation, Merger or Certain Other Transactions . The voluntary sale, conveyance, lease, exchange or transfer (for cash, shares, securities or other consideration) of all or substantially all of the property or assets of the Partnership to, or the consolidation or merger or other business combination of the Partnership with or into or conversion into, any other corporation, trust or other entity (or of any corporation, trust or other entity with or into the Partnership) shall not be deemed to constitute a liquidation, dissolution or winding-up of the Partnership.

Section 5. General Partner Redemption .


(a)	Optional Redemption .


i.	Except as provided in Section 5(b) herein or upon a determination of the General Partner's board of trustees that such redemption is reasonably necessary to preserve the General Partner's status as a REIT, Series A-1 Preferred Units shall not be redeemable prior to the date that is ten years after the date of initial issuance of each Series A-1 Preferred Unit (the " Non-Call Period ").

ii.

On and after the Non-Call Period, the General Partner, at its option, upon notice in accordance with Section 5(a)(iv), may redeem the Series A-1 Preferred Units, in whole or in part, at any time or from time to time, for cash at a redemption price equal to the Stated Value per unit, plus, subject to Section 5(a)(v), all accrued and unpaid distributions (whether or not authorized or declared) thereon up to but excluding the date fixed for redemption, without interest, to the extent the General Partner has funds legally available therefor (the " Optional Redemption Right "). If fewer than all of the outstanding Series A-1 Preferred Units are to be redeemed pursuant to this Section 5(a)(ii), the Series A-1 Preferred Units to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional units) or by lot as determined by the General Partner. Holders of Series A-1 Preferred Units to be redeemed shall surrender such Series A-1 Preferred Units at the place, or in accordance with the book-entry procedures, designated in such notice and shall be entitled to the redemption price equal to the Stated Value per unit and any accrued and unpaid distributions payable upon such redemption following such surrender. If (i) notice of redemption of any Series A-1 Preferred Units has been given, (ii) the funds necessary for such redemption have been set aside by the General Partner for the benefit of the holders of any Series A-1 Preferred Units so called for redemption,

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and (iii) irrevocable instructions have been given to pay the redemption price and all accrued and unpaid distributions, then from and after the redemption date, distributions shall cease to accrue on such Series A-1 Preferred Units, such Series A-1 Preferred Units shall no longer be deemed outstanding, and all rights of the holders of such units shall terminate, except the right to receive the redemption price plus any accrued and unpaid distributions payable upon such redemption, without interest. So long as full cumulative distributions on the Series A-1 Preferred Units for all past Series A-1 Distribution Periods shall have been or contemporaneously are (i) declared and paid, or (ii) declared and a sum sufficient for the payment thereof is set apart for payment, nothing herein shall prevent or restrict the General Partner's right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A-1 Preferred Units at such price or prices as the General Partner may determine, subject to the provisions of applicable law, including the repurchase of Series A-1 Preferred Units in open-market transactions or individual purchases duly authorized by the General Partner.

iii.

Except as provided in Section 3(e) above, unless full cumulative distributions on the Series A-1 Preferred Units for all past Series A-1 Distribution Periods shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, no Series A-1 Preferred Units shall be redeemed pursuant to the Optional Redemption Right or Special Optional Redemption Right unless all outstanding Series A-1 Preferred Units are simultaneously redeemed, and the General Partner shall not purchase or otherwise acquire directly or indirectly any Series A-1 Preferred Units or any class or series of units of the General Partner ranking, as to payment of distributions and the distribution of assets upon liquidation, dissolution or winding up of the General Partner, on parity with or junior to the Series A-1 Preferred Units.

iv.

Notice of redemption pursuant to the Optional Redemption Right will be mailed by the General Partner, postage prepaid, not fewer than 30 or more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series A-1 Preferred Units to be redeemed at their respective addresses as they appear on the unit transfer records of the General Partner. No failure to give or defect in such notice shall affect the validity of the proceedings for the redemption of any Series A-1 Preferred Units except as to the holder to whom such notice was defective or not given. In addition to any information required by law, each such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of Series A-1 Preferred Units to be redeemed; (iv) the place or places where the certificates, if any, representing Series A-1 Preferred

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Units are to be surrendered for payment of the redemption price; (v) procedures for surrendering uncertificated Series A-1 Preferred Units for payment of the redemption price; (vi) that distributions on the Series A-1 Preferred Units to be redeemed will cease to accrue on such redemption date; and (vii) that payment of the redemption price and any accumulated and unpaid distributions will be made upon presentation and surrender of such Series A-1 Preferred Units. If fewer than all of the Series A-1 Preferred Units held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of Series A-1 Preferred Units held by such holder to be redeemed. Notwithstanding the foregoing, the General Partner is not required to provide such notice in the event the General Partner redeems the Series A-1 Preferred Units in order to maintain the General Partner's status as a REIT.

If a redemption date falls after a Series A-1 Distribution Record Date and on or prior to the corresponding Series A-1 Distribution Payment Date, each holder of Series A-1 Preferred Units at the close of business on such Series A-1 Distribution Record Date shall be entitled to the distribution payable on such units on the corresponding Series A-1 Distribution Payment Date notwithstanding the redemption of such units on or prior to such Series A-1 Distribution Payment Date, and each holder of Series A-1 Preferred Units that surrenders its units on such redemption date will be entitled to the distributions accruing after the end of the Series A-1 Distribution Period to which such Series A-1 Distribution Payment Date relates up to but excluding the redemption date. Except as provided herein, the General Partner shall make no payment or allowance for unpaid distributions, whether or not in arrears, on Series A-1 Preferred Units for which a notice of redemption has been given.


vi.	All the Series A-1 Preferred Units redeemed or repurchased pursuant to this Section 5(a), or otherwise acquired in any other manner by the General Partner, shall be restored to the status of authorized but unissued Preferred Units, without designation as to series or class.


(b)	Special Optional Redemption .

Upon a Change of Control of the General Partner, the General Partner may, upon written notice mailed by the General Partner, postage pre-paid, no fewer than 30 nor more than 60 days prior to the redemption date and addressed to the holders of record of the Series A-1 Preferred Units to be redeemed at their respective addresses as they appear on the unit transfer records of the General Partner, redeem the Series A-1 Preferred Units, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at the Stated Value per unit plus, subject to Section 5(b)(iv), accrued and unpaid distributions,

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if any, to, but not including, the redemption date (" Special Optional Redemption Right "). No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series A-1 Preferred Units except as to the holder to whom notice was defective or not given.

ii.

In addition to any information required by law, such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of Series A-1 Preferred Units to be redeemed; (iv) the place or places where the certificates, if any, representing Series A-1 Preferred Units are to be surrendered for payment of the redemption price; (v) procedures for surrendering uncertificated Series A-1 Preferred Units for payment of the redemption price; (vi) that distributions on the Series A-1 Preferred Units to be redeemed will cease to accrue on the redemption date; (vii) that payment of the redemption price and any accumulated and unpaid distributions will be made upon presentation and surrender of such Series A-1 Preferred Units; and (viii) that the Series A-1 Preferred Units are being redeemed pursuant to the Special Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control. If fewer than all of the Series A-1 Preferred Units held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of Series A-1 Preferred Units held by such holder to be redeemed. Holders of Series A-1 Preferred Units to be redeemed shall surrender such Series A-1 Preferred Units at the place, or in accordance with the book-entry procedures, designated in such notice and shall be entitled to the redemption price equal to the Stated Value per unit and any accrued and unpaid distributions payable upon such redemption following such surrender.

If fewer than all of the outstanding Series A-1 Preferred Units are to be redeemed pursuant to the Special Optional Redemption Right, the Series A-1 Preferred Units to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional units) or by lot as determined by the General Partner.

iii.

If (i) the General Partner has given a notice of redemption pursuant to the Special Optional Redemption Right, (ii) the funds necessary for such redemption have been set aside by the General Partner for the benefit of the holders of the Series A-1 Preferred Units so called for redemption, and (iii) irrevocable instructions have been given to pay the redemption price and all accrued and unpaid distributions, then from and after the redemption date, distributions shall cease to accrue on such Series A-1 Preferred Units, such Series A-1 Preferred Units shall no longer be deemed outstanding, and all rights of the holders of such units shall

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terminate, except the right to receive the redemption price plus any accrued and unpaid distributions payable upon such redemption, without interest. So long as full cumulative distributions on the Series A-1 Preferred Units for all past Series A-1 Distribution Periods shall have been or contemporaneously are (i) declared and paid or (ii) declared and a sum sufficient for the payment thereof is set apart for payment, nothing herein shall prevent or restrict the General Partner's right or ability to purchase, from time to time, either at a public or a private sale duly authorized by the General Partner's board of trustees, all or any part of the Series A-1 Preferred Units at such price or prices as the General Partner may determine, subject to the provisions of applicable law, including the repurchase of Series A-1 Preferred Units in open-market transactions or individual purchases duly authorized by the General Partner's board of trustees.

iv.

If a redemption date falls after a Series A-1 Distribution Record Date and on or prior to the corresponding Series A-1 Distribution Payment Date, each holder of Series A-1 Preferred Units at the close of business of such Series A-1 Distribution Record Date shall be entitled to the distribution payable on such units on the corresponding Series A-1 Distribution Payment Date notwithstanding the redemption of such units on or prior to such Series A-1 Distribution Payment Date, and each holder of Series A-1 Preferred Units that surrenders its units on such redemption date will be entitled to the distributions accruing after the end of the Series A-1 Distribution Period to which such Series A-1 Distribution Payment Date relates up to but excluding the redemption date. Except as provided herein, the General Partner shall make no payment or allowance for unpaid distributions, whether or not in arrears, on Series A-1 Preferred Units for which a notice of redemption has been given.

Section 6. Rank . The Series A-1 Preferred Units will, with respect to distribution rights and rights upon voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, rank (a) senior to the OP Units, LTIP Units, and all other Partnership Units, the terms of which provide that such Partnership Units shall rank junior to the Series A-1 Preferred Units as to distributions and rights upon voluntary or involuntary liquidation, dissolution or winding-up of the Partnership; (b) on parity with all Parity Preferred Units, including Third Party Parity Preferred Units; and (c) junior to all Partnership Units, the terms of which provide that such Partnership Units shall rank senior to the Series A-1 Preferred Units as to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolution of the Partnership (" Senior Units "). The Series A-1 Preferred Units will also rank junior in right of payment to the Partnership's existing and future debt obligations.

Section 7. Voting Rights . Holders of Series A-1 Preferred Units shall not have any voting or consent rights in respect of their partnership interests represented by the Series A-1 Preferred Units, except that (i) the affirmative vote of a majority in interest of the holders of Series A-1 Preferred Units, voting together as a single class with the holders of Third Party Parity Preferred Units (if any

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are issued and outstanding), will be required for any amendments to the terms of the Series A-1 Preferred Units and the Third Party Parity Preferred Units (if any) that materially and adversely affect the rights, preferences, privileges or voting powers of the Series A-1 Preferred Units and the Third Party Parity Preferred Units similarly and (ii) the affirmative vote of the Series A-1 Preferred Units, voting as a separate class, will be required with respect to any amendment that materially and adversely affects the rights, preferences, privileges or voting powers of the Series A-1 Preferred Units disproportionately relative to any Third Party Parity Preferred Units. Notwithstanding the foregoing, the General Partner is entitled to issue additional securities in the Operating Partnership, including but not limited to Junior Units, Parity Preferred Units and Senior Units and exercise its redemption rights, in its sole and absolute discretion, without the approval or vote of any Series A-1 Preferred Unit or Third Party Parity Preferred Unit.

Section 8. Transfer Restrictions . The Series A-1 Preferred Units shall not be transferable except in accordance with Article XI of the Partnership Agreement.

Section 9. No Sinking Fund . No sinking fund shall be established for the retirement or redemption of Series A-1 Preferred Units.

Section 10. Holder Redemption .

(a) On or after the first anniversary of the date of issuance of each Series A-1 Preferred Unit, each holder of Series A-1 Preferred Units shall have the right (subject to the terms and conditions set forth herein and in any other such agreement between such holder and the Partnership, as applicable) to require the Partnership to redeem (a “ Holder Redemption ”) all or a portion of the Series A-1 Preferred Units held by such Partner (such Series A-1 Preferred Units being hereafter referred to as “ Tendered Units ”) in exchange for a cash amount per Series A-1 Preferred Unit equal to the Cash Amount unless the terms of such Series A-1 Preferred Units or a separate agreement entered into between the Partnership and the holder of such Series A-1 Preferred Units provides that such Series A-1 Preferred Units are not entitled to a right of Holder Redemption. The Tendering Partner (as defined below) shall have no right, with respect to any Series A-1 Preferred Units so redeemed, to receive any distributions paid on or after the date of delivery of the Cash Amount or the REIT Series A Preferred Shares, as the case may be. Any Holder Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the holder of Series A-1 Preferred Units who is exercising the redemption right (the “ Tendering Partner ”). The Cash Amount shall be payable to the Tendering Partner on the Specified Redemption Date.

(b) Notwithstanding Section 10(a) above, if a holder of Series A-1 Preferred Units has delivered to the General Partner a Series A-1 Notice of Redemption, then the General Partner may, in its sole and absolute discretion, (subject to the limitations on ownership and transfer of REIT Series A Preferred Shares set forth in its Organizational Documents) elect to assume and satisfy the Partnership’s Holder Redemption obligation and acquire some or all of the Tendered Series A-1 Units from the Tendering Series A-1 Partner in exchange for the delivery by the General Partner to the Tendering Series A-1 Partner of the REIT Series A Preferred Share Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Series A-1 Partner shall sell the Tendered Series A-1 Units to the General Partner in exchange for the REIT Series A Preferred Share Amount. In such event, the Tendering Series A-1 Partner shall have no right to cause the

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Partnership to redeem such Tendered Series A-1 Units. The General Partner shall give such Tendering Series A-1 Partner written notice of its election on or before the close of business on the fifth Business Day after the its receipt of the Series A-1 Notice of Redemption, and the Tendering Series A-1 Partner may elect to withdraw its redemption request at any time prior to the acceptance of the Cash Amount or REIT Series A Preferred Share Amount by such Tendering Series A-1 Partner. Assuming the General Partner exercises its option to deliver REIT Series A Preferred Shares, the General Partner shall retain the Tendered Series A-1 Units. Holders of Series A-1 Preferred Units will not be permitted to be a record holder of both Series A Preferred Shares and Series A-1 Preferred Units on the same record date.

(c) The REIT Series A Preferred Share Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Series A Preferred Shares and, if applicable, free of any pledge, lien, encumbrance or transfer restriction, other than those provided in the General Partner’s Organizational Documents, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement or lock-up agreement with respect to such REIT Series A Preferred Shares entered into by the Tendering Series A-1 Partner. In addition, the REIT Series A Preferred Shares for which the Partnership Units might be exchanged shall also bear a legend which generally provides the following (or such other legend that may be specified in the General Partner's Organizational Documents):

THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL OWNERSHIP AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE, AMONG OTHERS, OF THE MAINTENANCE BY NATIONAL STORAGE AFFILIATE TRUST (THE “ TRUST ”) OF ITS QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ CODE ”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE TRUST'S DECLARATION OF TRUST, (I) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN COMMON SHARES IN EXCESS OF 9.8 PERCENT (IN VALUE OR NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING COMMON SHARES UNLESS SUCH PERSON IS EXEMPT FROM SUCH LIMITATION OR IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (II) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN PREFERRED SHARES OF ANY CLASS OR SERIES IN EXCESS OF 9.8 PERCENT (IN VALUE OR NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING PREFERRED SHARES OF SUCH CLASS OR SERIES, UNLESS SUCH PERSON IS EXEMPT FROM SUCH LIMITATION OR IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (III) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN EQUITY SHARES IN EXCESS OF 9.8 PERCENT (IN VALUE OR NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE TOTAL OUTSTANDING EQUITY SHARES, UNLESS SUCH PERSON IS EXEMPT FROM SUCH LIMITATION OR IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (IV) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN EQUITY SHARES THAT WOULD RESULT IN THE TRUST BEING “CLOSELY HELD” UNDER SECTION 856(H) OF THE CODE (WITHOUT REGARD

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TO WHETHER THE OWNERSHIP INTEREST IS HELD DURING THE LAST HALF OF A TAXABLE YEAR) OR OTHERWISE CAUSE THE TRUST TO FAIL TO QUALIFY AS A REIT; AND (V) ANY TRANSFER OF EQUITY SHARES THAT, IF EFFECTIVE, WOULD RESULT IN THE EQUITY SHARES BEING BENEFICIALLY OWNED BY LESS THAN 100 PERSONS (AS DETERMINED UNDER THE PRINCIPLES OF SECTION 856(A)(5) OF THE CODE) SHALL BE VOID AB INITIO, AND THE INTENDED TRANSFEREE SHALL ACQUIRE NO RIGHTS IN SUCH EQUITY SHARES. ANY PERSON WHO BENEFICIALLY OWNS OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN EQUITY SHARES WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN EQUITY SHARES IN EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE TRUST OR, IN THE CASE OF SUCH A PROPOSED OR ATTEMPTED TRANSACTION, GIVE AT LEAST 15 DAYS PRIOR WRITTEN NOTICE. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP AS SET FORTH IN (I), (II), (III) OR (IV) ABOVE ARE VIOLATED, THE EQUITY SHARES IN EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS WILL BE TRANSFERRED AUTOMATICALLY TO A TRUSTEE OF A CHARITABLE TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE TRUST’S DECLARATION OF TRUST, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF EQUITY SHARES ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE TRUST AT ITS PRINCIPAL OFFICE.

(d) Each Tendering Series A-1 Partner covenants and agrees with the General Partner that all Tendered Series A-1 Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Series A-1 Units, the General Partner shall be under no obligation to acquire the same. Each Tendering Series A-1 Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Series A-1 Units to the General Partner (or its designee), such Tendering Series A-1 Partner shall assume and pay such transfer tax.

(e) Notwithstanding any other provision of this Agreement, a holder of Series A-1 Preferred Units (i) shall not be entitled to effect a Holder Redemption, whether for cash or an exchange for REIT Series A Preferred Shares to the extent the General Partner would not be able to deliver REIT Series A Preferred Shares to satisfy such Holder Redemption because the receipt and ownership of REIT Series A Preferred Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person to violate the Ownership Limit set forth in the General Partner's Organizational Documents and (ii) shall have no rights under this Agreement to acquire REIT Series A Preferred Shares which would otherwise be prohibited under the General Partner’s Organizational Documents. To the extent any attempted Holder

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Redemption or exchange for REIT Series A Preferred Shares would be in violation of this Section 10(e), it shall be null and void ab initio and such holder of Series A-1 Preferred Units shall not acquire any rights or economic interest in the cash otherwise payable upon such Holder Redemption or the REIT Series A Preferred Shares otherwise issuable upon such exchange.

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Exhibit I

Notice of Redemption

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EXHIBIT I

NOTICE OF REDEMPTION


To:	National Storage Affiliates Trust 5200 DTC Parkway Suite 200 Greenwood Village, CO 80111

The undersigned Limited Partner hereby tenders for Redemption __________________ Series A-1 Preferred Units in NSA OP, LP in accordance with the terms of the Partnership Unit Designation of Series A-1 Preferred Units of NSA OP, LP, as amended from time to time (the " Partnership Unit Designation "), and the Holder Redemption rights referred to therein. The undersigned Limited Partner:

(a) undertakes (i) to surrender such Preferred Units and any certificate therefor at the closing of the Holder Redemption and (ii) to furnish to the General Partner, prior to the Specified Redemption Date, the documentation, instruments and information required under Section 10(a) of the Partnership Unit Designation;

(b) directs that the certified check representing the Cash Amount, or the REIT Series A Preferred Share Amount, as applicable, deliverable upon the closing of such Holder Redemption be delivered to the address specified below;

(i) the undersigned is a Limited Partner,

(ii) the undersigned Limited Partner has, and at the closing of the Holder Redemption will have, good, marketable and unencumbered title to such Series A-1 Preferred Units, free and clear of the rights or interests of any other person or entity,

(iii) the undersigned Limited Partner has, and at the closing of the Holder Redemption will have, the full right, power and authority to tender and surrender such Series A-1 Preferred Units as provided herein, and

(iv) the undersigned Limited Partner has obtained the consent or approval of all persons and entities, if any, having the right to consent to or approve such tender and surrender; and

(d) acknowledges that the undersigned Limited Partner will continue to own such Series A-1 Preferred Units until and unless either (1) such Series A-1 Preferred Units are acquired by the

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General Partner pursuant to Section 10(b) of the Partnership Unit Designation or (2) such redemption transaction closes.

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All capitalized terms used herein and not otherwise defined shall have the same meaning ascribed to them respectively in the Partnership Unit Designation.

Dated:________________

Name of Limited Partner
(Exact Name as Registered with the Partnership):

(Signature of Limited Partner)

(Street Address)

(City) (State) (Zip)

State of )

County of ) ss.:

On __________, 20__ before me, a Notary Public, personally appeared ___________________ known to me or proved to me on the basis of satisfactory evidence to be the individual or individuals described in and who executed the foregoing instrument, and acknowledged to me that said individual or individuals executed the same in his/her capacity, and that by his/her signatures on the instrument, the individual or individuals, or the persons on behalf of the individual or individuals acted, executed the instrument.

________________________

Issue Check Payable/REIT Series A Preferred Shares to:

Name :

Social security or identifying number :

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Exhibit 10.17

THIRD INCREASE AGREEMENT AND AMENDMENT

This Third Increase Agreement and Amendment (this “ Agreement ”), dated as of January 29, 2018 (the “ Increase Effective Date ”), is by and among NSA OP, LP, a limited partnership formed under the laws of the State of Delaware (the “ Borrower ”), certain Subsidiaries of the Borrower party to the Credit Agreement referred to below, NATIONAL STORAGE AFFILIATES TRUST, a Maryland real estate investment trust (the “ Parent Guarantor ” and, together with those certain Subsidiaries, collectively, the “ Guarantors ”), the lender parties hereto providing a new commitment or new loan pursuant to the terms hereof (each, an “ Increase Lender ” and collectively the “ Increase Lenders ”) and KeyBank National Association, as Administrative Agent (the “ Administrative Agent ”) for the Lenders (as hereinafter defined) and in its capacity as Swingline Lender and as issuer of Letters of Credit. All capitalized terms used herein without definitions shall have the meanings given to such terms in the Credit Agreement (as hereinafter defined).

WHEREAS , the Amended and Restated Credit Agreement, dated as of May 6, 2016 (as amended, modified, supplemented or restated and in effect from time to time, the “ Credit Agreement ”), is by and among, among others, the Borrower, the Guarantors, the Administrative Agent and the financial institutions which are or become a party thereto as lenders (each a “ Lender ” and, collectively, the “ Lenders ”);

WHEREAS , Section 2.16 of the Credit Agreement provides that the Borrower may request, upon notice to the Administrative Agent and satisfaction of the conditions set forth in Section 2.16(b) (the “ Increase Conditions ”), that the Revolving Commitments and/or term loans made under the Credit Agreement be increased by an aggregate amount of up to $325,000,000;

WHEREAS , immediately prior to the effectiveness of this Agreement, the aggregate outstanding principal amount of (i) the Revolving Commitments is $400,000,000, (ii) the Tranche A Loans is $235,000,000, (iii) the Tranche B Loans is $155,000,000, and (iv) the Tranche C Loans is $105,000,000 and there is $105,000,000 remaining to be exercised under the accordion provided under Section 2.16 of the Credit Agreement (prior to giving effect to this Agreement);

WHEREAS , the Borrower has requested that the Increase Lenders provide a new tranche of term loans maturing January 29, 2023 in an aggregate principal amount equal to $125,000,000 (such new term loan tranche, the “ Tranche D Loan ” and the Lenders providing such Tranche D Loans, the “ Tranche D Lenders ”) consisting of (i) $105,000,000 under the accordion provided under Section 2.16 of the Credit Agreement (prior to giving effect to this Agreement) and (ii) $20,000,000 under the Additional Accordion (as defined below);

WHEREAS , concurrently with the effectiveness of this Agreement and the making of the Tranche D Loan (collectively referred to sometimes hereinafter as the “ Increase ”), the remaining amount under the accordion provided under Section 2.16 of the Credit Agreement (prior to giving effect to this Agreement) would be reduced to zero and the Borrower has requested that, immediately prior to the making of the Tranche D Loan, the Requisite Lenders amend Section 2.16 of the Credit Agreement to refresh the accordion and permit an additional $300,000,000 (the “ Additional Accordion ”) of Revolving Commitments and/or term loans to be requested thereunder in accordance with the terms thereof (the “ Accordion Amendment ”), $20,000,000 of which would immediately

be utilized in connection with the making of the Tranche D Loan, so that after the effectiveness of this Agreement and the amendments herein, the aggregate amount of the Revolving Commitments and Term Loans shall not exceed $1,300,000,000;

WHEREAS , each of KeyBanc Capital Markets Inc., PNC Capital Markets, LLC, U.S. Bank, National Association and Wells Fargo Bank, National Association shall be named a Co-Lead Arranger under the Credit Agreement with respect to the Tranche D Loan;

WHEREAS , one or more of the Increase Lenders shall be a new lender party to the Credit Agreement (each such new lender, an “ Augmenting Lender ”);

WHEREAS , Schedule 1.1 to the Credit Agreement (Lender Commitments) will be updated to reflect Lender Commitments after giving effect to the making of the Tranche D Loans, to be attached hereto as Annex 2 ;

WHEREAS , the parties hereto desire to make certain other conforming amendments to the Credit Agreement to reflect the addition of the Tranche D Loans thereunder, as reflected herein; and

WHEREAS , the Administrative Agent is willing to give effect to the making of the Tranche D Loans provided that the parties hereto enter into this Agreement;

NOW THEREFORE , the parties hereto hereby agree as follows:

1. Tranche D Loans . Pursuant to Section 2.16 of the Credit Agreement, each Tranche D Lender hereby severally and not jointly agrees to provide a Term Loan Tranche D Commitment in the amount set forth next to such Tranche D Lender’s name on Annex 1 attached hereto (in each case, such Lender’s “Tranche D Loan Amount”). The aggregate Tranche D Loan, as set forth in such Annex 1, is equal to $125,000,000. In connection therewith, subject to the terms of the Credit Agreement, each Tranche D Lender severally and not jointly agrees to fund, and make a single loan in immediately available funds to the Borrower on the Increase Effective Date, in an aggregate principal amount equal to its Tranche D Loan Amount. After giving effect to the making of the Tranche D Loans, each Tranche D Lender shall have the Term Loan Tranche D Commitment and Commitment Percentage with respect to the Tranche D Facility set forth on the new Schedule 1.1 attached as Annex 2 hereto (it being acknowledged that each Term Loan Tranche D Commitment will terminate upon the funding of the applicable Tranche D Loan). Subject to Section 2.8(c) of the Credit Agreement, each payment or prepayment of principal of Tranche D Term Loans by the Borrower shall be made for the account of the Tranche D Lenders pro rata in accordance with the respective unpaid principal amounts of the Tranche D Term Loans held by them. In addition, each payment of interest on Tranche D Term Loans by the Borrower shall be made for the account of the Tranche D Lenders pro rata in accordance with the amounts of interest on the Tranche D Term Loans then due and payable to the Tranche D Lenders.

2. Amendments to Credit Agreement .

As of the Increase Effective Date, the Credit Agreement is amended as set forth below:

(a) The definition of “Applicable Margin” set forth in Section 1.1 of the Credit Agreement is amended by deleting the Table contained in clause (a) thereof in its entirety and inserting in place thereof the following new Table (solely to add the pricing for the Tranche D Loans to the Table):



Level	Total Leverage Ratio	Applicable Margin for Revolving Loans that are LIBOR Loans	Applicable Margin for Revolving Loans that are Base Rate Loans	Applicable Margin for Tranche A Term Loans that are LIBOR Loans	Applicable Margin for Tranche A Term Loans that are Base Rate Loans	Applicable Margin for Tranche B Term Loans that are LIBOR Loans	Applicable Margin for Tranche B Term Loans that are Base Rate Loans	Applicable Margin for Tranche C Term Loans that are LIBOR Loans	Applicable Margin for Tranche C Term Loans that are Base Rate Loans	Applicable Margin for Tranche D Term Loans that are LIBOR Loans	Applicable Margin for Tranche D Term Loans that are Base Rate Loans
1	Less than or equal to 45%	1.40%	0.40%	1.35%	0.35%	1.60%	0.60%	1.70%	0.70%	1.30%	0.30%
2	Greater than 45% and less or equal to 50%	1.55%	0.55%	1.50%	0.50%	1.75%	0.75%	1.90%	0.90%	1.45%	0.45%
3	Greater than 50% and less than or equal to 55%	1.75%	0.75%	1.70%	0.70%	1.95%	0.95%	2.05%	1.05%	1.65%	0.65%
4	Greater than 55%	1.95%	0.95%	1.90%	0.90%	2.15%	1.15%	2.25%	1.25%	1.85%	0.85%

(b) The definition of “Applicable Margin” set forth in Section 1.1 of the Credit Agreement is further amended by deleting the Table contained in clause (b) thereof in its entirety and inserting in place thereof the following new Table (solely to add the pricing for the Tranche D Loans to the Table):



Level	Borrower’s Credit Rating (S&P/Moody’s or Equivalent)	Applicable Margin for Revolving Loans that are LIBOR Loans	Applicable Margin for Revolving Loans that are Base Rate Loans	Applicable Margin for Tranche A Term Loans that are LIBOR Loans	Applicable Margin for Tranche A Term Loans that are Base Rate Loans	Applicable Margin for Tranche B Term Loans that are LIBOR Loans	Applicable Margin for Tranche B Term Loans that are Base Rate Loans	Applicable Margin for Tranche C Term Loans that are LIBOR Loans	Applicable Margin for Tranche C Term Loans that are Base Rate Loans	Applicable Margin for Tranche D Term Loans that are LIBOR Loans	Applicable Margin for Tranche D Term Loans that are Base Rate Loans
1	At Least A- or A3	0.85%	0.00%	0.95%	0.00%	1.35%	0.35%	1.50%	0.50%	0.90%	0.00%
2	BBB+ or Baa1	0.90%	0.00%	1.00%	0.00%	1.40%	0.40%	1.55%	0.55%	0.95%	0.00%
3	BBB or Baa2	1.00%	0.00%	1.15%	0.15%	1.50%	0.50%	1.65%	0.65%	1.10%	0.10%
4	BBB- or Baa3	1.20%	0.20%	1.40%	0.40%	1.75%	0.75%	1.90%	0.90%	1.35%	0.35%
5	Below BBB- and Baa3	1.55%	0.55%	1.80%	0.80%	2.30%	1.30%	2.45%	1.45%	1.75%	0.75%

(c) Section 1.1 is hereby amended by amending and restating each of the following definitions to read in their entirety as follows:

“ Class ” when used with respect to a Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular class of Loans or Commitments (i.e., a Revolving Loan, Tranche A Loan, Tranche B Loan, Tranche C Loan or Tranche D Loan).

“ Commitment Percentage ” means, (a) in respect of the Revolving Credit Facility, with respect to any Revolving Lender at any time, its Revolving Commitment Percentage at such time, (b) in respect of the Tranche A Facility, with respect to any Tranche A Lender at any

time, the percentage of the Tranche A Facility represented by (i) on or prior to the Effective Date, such Tranche A Lender’s Tranche A Commitment at such time and (ii) thereafter, the principal amount of such Tranche A Lender’s Tranche A Loans at such time, (c) in respect of the Tranche B Facility, with respect to any Tranche B Lender at any time, the percentage of the Tranche B Facility represented by (i) on or prior to the Effective Date, such Tranche B Lender’s Tranche B Commitment at such time and (ii) thereafter, the principal amount of such Tranche B Lender’s Tranche B Loans at such time, (d) in respect of the Tranche C Facility, with respect to any Tranche C Lender at any time, the percentage of the Tranche C Facility represented by (i) on or prior to the Second Increase and Amendment Effective Date, such Tranche C Lender’s Tranche C Commitment at such time and (ii) thereafter, the principal amount of such Tranche C Lender’s Tranche C Loans at such time and (e) in respect of the Tranche D Facility, with respect to any Tranche D Lender at any time, the percentage of the Tranche D Facility represented by (i) on or prior to the Third Increase and Amendment Effective Date, such Tranche D Lender’s Tranche D Commitment at such time and (ii) thereafter, the principal amount of such Tranche D Lender’s Tranche D Loans at such time. The Commitment Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 1.1 , as such Schedule 1.1 may be updated by the Administrative Agent from time to time.

“ Facility ” means the Revolving Credit Facility, the Tranche A Facility, the Tranche B Facility, the Tranche C Facility or the Tranche D Facility, as the context may require, and “Facilities” means all such Facilities together.

“ Increasing Lender ” has the meaning given that term in Section 2.16(a) and includes any Lender providing any term loan pursuant to the Second Increase Agreement and Amendment or the Third Increase Agreement and Amendment.

“ Incremental Term Loan ” has the meaning given that term in Section 2.16(a) and includes the Tranche A Increase, the Tranche B Increase, the Tranche C Loans and the Tranche D Loans.

“ Incremental Term Loan Amendment ” has the meaning given that term in Section 2.16(e) and includes the First Increase Agreement, the Second Increase Agreement and Amendment and the Third Increase Agreement and Amendment.

“ Maturity Date ” means, (i) with respect to the Revolving Credit Facility (including Swingline Loans), the Revolver Maturity Date, (ii) with respect to the Tranche A Facility, the Tranche A Maturity Date, (iii) with respect to the Tranche B Facility, the Tranche B Maturity Date, (iv) with respect to the Tranche C Facility, the Tranche C Maturity Date and (v) with respect to the Tranche D Facility, the Tranche D Maturity Date; provided , however , that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“ Term Loan ” or “ Term Loans ” means any Tranche A Loan, Tranche B Loan, Tranche C Loan or Tranche D Loan made pursuant to Section 2.2, or all of such Loans (or of any such Tranche) collectively, as the context may require.

“ Term Loan Commitment ” means, (a) as to each Term Loan Lender as of the Third Increase and Amendment Effective Date, its Tranche A Commitment, Tranche B Commitment, Tranche C Commitment and/or Tranche D Commitment, as the context may require, as set forth on Schedule 1.1, as the same may be amended from time to time, or (b) a Term Loan Lender’s obligation to make a Term Loan after the Third Increase and Amendment Effective Date as set forth in any agreement executed by an existing Term Loan Lender or a Person who becomes a Term Loan Lender in accordance with Section 2.16.

“ Term Loan Facility ” means the Tranche A Facility, the Tranche B Facility, the Tranche C Facility and the Tranche D Facility.

“ Titled Agents ” means, in each case in their respective capacities as Co-Lead Arrangers (a) (i) with respect to the Facilities, KeyBanc Capital Markets Inc. and PNC Capital Markets LLC, (ii) solely with respect to the Tranche C Loan, BMO Harris Bank N.A., and (iii) solely with respect to the Tranche D Loan, U.S. Bank, National Association and Wells Fargo Bank, National Association; (b) each of KeyBanc Capital Markets Inc. and PNC Capital Markets LLC, in their capacity as Co-Bookrunners, and (c) PNC Bank, National Association, in its capacity as Syndication Agent.

“ Tranche ” means the Tranche A Facility, the Tranche B Facility, the Tranche C Facility and/or the Tranche D Facility, as the context may require.

(d) Section 1.1 is hereby further amended by inserting therein each of the following new definitions in the appropriate alphabetical order:

“ Additional Accordion ” has the meaning given that term in Section 2.16(a).

“ Third Increase Agreement and Amendment ” means that certain Third Increase Agreement and Amendment dated as of the Third Increase and Amendment Effective Date among the Borrower, the Guarantors, the Lenders party thereto and the Administrative Agent.

“ Third Increase and Amendment Effective Date ” means January 29, 2018.

“Total Tranche D Commitment” means as of the Third Increase and Amendment Effective Date, the sum of the Tranche D Commitments of the Tranche D Lenders. As of the Third Increase and Amendment Effective Date, the Total Tranche D Commitment is $125,000,000. Upon the funding of the Tranche D Loans in an amount equal to the Total Tranche D Commitment on the Third Increase and Amendment Effective Date, the Tranche D Commitments will be deemed to be zero and will terminate.

“ Tranche D Commitment ” means as to each Tranche D Lender, its obligation to make Tranche D Loans to Borrower on the Third Increase and Amendment Effective Date pursuant to Section 2.2(bbb) in an original principal amount not to exceed the applicable amount set forth opposite such Tranche D Lender’s name on Schedule 1.1. Upon the funding of the Tranche D Loans in an amount equal to the Total Tranche D Commitment on the Third

Increase and Amendment Effective Date, the Tranche D Commitments will be deemed to be zero and will terminate.

“ Tranche D Facility ” means at any time, (a) on or prior to the Third Increase and Amendment Effective Date, the aggregate amount of the Tranche D Commitments at such time and (b) thereafter, the aggregate principal amount of the Tranche D Loans of all Tranche D Lenders outstanding at such time.

“ Tranche D Lender ” means (a) at any time on or prior to the Third Increase and Amendment Effective Date, any Term Loan Lender that has a Tranche D Commitment at such time and (b) at any time after the Third Increase and Amendment Effective Date, any Term Loan Lender that holds Tranche D Loans at such time.

“ Tranche D Loan ” or “ Tranche D Term Loan ” means an advance made by any Tranche D Lender under the Tranche D Facility.

“ Tranche D Maturity Date ” means January 29, 2023, or such earlier date on which the Tranche D Loans shall become due and payable pursuant to the terms hereof.

“ Tranche D Notes ” means collectively, the promissory notes made by Borrower in favor of the Tranche D Lenders in an aggregate principal amount equal to the Total Tranche D Commitment, substantially in the form of Exhibit H-2 , as the same may be amended, replaced, substituted and/or restated from time to time.

(e) Section 2.2 of the Credit Agreement is hereby amended by inserting, immediately following clause (bb) contained therein, the following new clause (bbb):

“(bbb) The Tranche D Borrowing . Subject to the terms and conditions set forth herein, each Tranche D Lender severally and not jointly agrees to make a single loan to the Borrower on the Third Increase and Amendment Effective Date in an amount not to exceed such Tranche D Lender’s Commitment Percentage of the Tranche D Facility. The Tranche D Borrowing shall consist of Tranche D Loans made simultaneously by the Tranche D Lenders in accordance with their respective Commitment Percentage of the Tranche D Facility. Amounts borrowed under this Section 2.2(bbb) and repaid or prepaid may not be reborrowed.”

(f) Section 2.2 of the Credit Agreement is hereby further amended by amending and restating clause (d) contained therein to read in its entirety as follows:

(d) Disbursement of Term Loan Proceeds . No later than 12:00 p.m. on the Effective Date or the Second Increase and Amendment Effective Date, as applicable, each Lender will make available for the account of its applicable Lending Office to the Administrative Agent at the Principal Office, in immediately available funds, the proceeds of the Tranche A Loan and Tranche B Loan to be made by such Lender. Subject to satisfaction of the applicable conditions set forth in Article VI for such borrowing, the Administrative Agent will make the proceeds of such borrowing available to the Borrower no later than

2:00 p.m. on the Effective Date. No later than 12:00 p.m. (or such later time as is agreed by the Administrative Agent) on the Second Increase and Amendment Effective Date, each Tranche C Lender will make available for the account of its applicable Lending Office to the Administrative Agent at the Principal Office, in immediately available funds, the proceeds of the Tranche C Loan to be made by such Lender. No later than 12:00 p.m. (or such later time as is agreed by the Administrative Agent) on the Third Increase and Amendment Effective Date, each Tranche D Lender will make available for the account of its applicable Lending Office to the Administrative Agent at the Principal Office, in immediately available funds, the proceeds of the Tranche D Loan to be made by such Lender. Subject to satisfaction of the applicable conditions set forth in the Third Increase Agreement and Amendment for such borrowing, the Administrative Agent will make the proceeds of the Tranche D Loan borrowing available to the Borrower no later than 5:00 p.m. on the Third Increase and Amendment Effective Date.

(g) Section 2.7 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

2.7 Repayment of Loans .

The Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, (i) the Revolving Loans on the Revolver Maturity Date, (ii) the Tranche A Loans on the Tranche A Maturity Date, (iii) the Tranche B Loans on the Tranche B Maturity Date, (iv) the Tranche C Loans on the Tranche C Maturity Date, and (v) the Tranche D Loans on the Tranche D Maturity Date.

(h) The last sentence of Section 2.11(b) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

For the avoidance of doubt, the Tranche A Loans shall be evidenced by the Tranche A Notes, the Tranche B Loans shall be evidenced by the Tranche B Notes, the Tranche C Loans shall be evidenced by the Tranche C Notes and the Tranche D Loans shall be evidenced by the Tranche D Notes.

(i) The first sentence of Section 2.16(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

The Borrower may from time to time elect to increase the Revolving Commitments or enter into one or more additional tranches of term loans (each, an “ Incremental Term Loan ”), so long as, after giving effect thereto, the aggregate amount of such Revolving Commitment increases and all such Incremental Term Loans (i) without giving effect to the Additional Accordion, does not exceed $325,000,000 and (ii) from and after giving effect to the Additional Accordion (defined below), does not exceed an additional $300,000,000 (the “ Additional Accordion ”) (in addition to the $325,000,000 referred to in clause (i)), such that the aggregate Revolving Commitments and Term Loans will not exceed $1,300,000,000 at any time (and for the avoidance of doubt, $20,000,000 of such Additional

Accordion was utilized by the Borrower on the Third Increase and Amendment Effective Date).

(j) Exhibit H-2 (Form of Tranche A/Tranche B/Tranche C Term Note) to the Credit Agreement is hereby deleted in its entirety and replaced in its entirety with Exhibit H-2 (Form of [Tranche [ ]] Loan Promissory Note) attached hereto as Annex 3. The reference to such Exhibit H-2 in the Table of Contents of the Credit Agreement shall be updated accordingly.

(k) On and after the Increase Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by the Third Increase Agreement and Amendment.

3. Increasing/Augmenting Lender Agreements . Each Increase Lender that is an existing Lender immediately prior to the effectiveness of this Agreement will enter into an Increasing Lender Agreement in substantially the form attached to the Credit Agreement as Exhibit J in connection with the Increase (each an “ Increasing Lender Agreement ”); and each Increase Lender that is an Augmenting Lender will enter into an Augmenting Lender Agreement in substantially the form attached to the Credit Agreement as Exhibit K (each an “ Augmenting Lender Agreement ”).

4. Amendment of Schedule 1.1 . Schedule 1.1 to the Credit Agreement is hereby deleted and replaced with Schedule 1.1 attached hereto as Annex 2.

5. Consent of Tranche C Lenders . Pursuant to Section 2.16(d), no new Incremental Term Loan may mature earlier than any then outstanding Term Loan. By their signatures hereto, the Requisite Class Lenders of the Tranche C Term Loan consent to the Tranche D Term Loan and to the Tranche D Maturity Date.

6. Affirmation and Acknowledgment . Subject to the terms of the Loan Documents, the Borrower hereby ratifies and confirms all of its Obligations to the Lenders, including, without limitation, the Loans, the Notes and the other Loan Documents, and the Borrower hereby affirms its absolute and unconditional promise to pay to the Lenders all Obligations under (and as defined in) the Credit Agreement, both before and after giving effect to this Agreement. The Guarantors hereby consent to the transactions contemplated by this Agreement and acknowledge and agree that the guaranties made by them contained in each Guaranty are, and shall remain, in full force and effect after giving effect to this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

7. Representations and Warranties . The Borrower and each of the Guarantors hereby jointly and severally represent and warrant to the Lenders as follows:

(a) The execution, delivery and performance of this Agreement by the Borrower and each Guarantor (i) are within the authority of such Loan Party, (ii) have been duly authorized by all necessary proceedings on the part of such Loan Party and any general partner thereof, (iii) do

not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which such Loan Party is subject or any judgment, order, writ, injunction, license or permit applicable to such Loan Party, (iv) do not conflict with any provision of the organizational documents of such Loan Party or any general partner or manager thereof, and (v) do not contravene any provisions of, or constitute a Default or Event of Default under the Credit Agreement or a failure to comply with any term, condition or provision of, any other agreement, instrument, judgment, order, decree, permit, license or undertaking binding upon or applicable to such Loan Party or any of such Loan Party’s properties or in the creation of any mortgage, pledge, security interest, lien, encumbrance or charge upon any of the properties or assets of such Loan Party.

(b) This Agreement (including the Increase) and the Credit Agreement and other Loan Documents constitute legal, valid and binding obligations of each Loan Party, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.

(c) Other than approvals or consents which have been obtained (written copies of which have been furnished to the Administrative Agent), the execution, delivery and performance by the Borrower and Guarantors of this Agreement (including the Increase), and the transactions contemplated hereby, do not require any approval or consent of, or filing with, any third party or any governmental agency or authority.

(d) The representations and warranties made or deemed made by each Loan Party in the Loan Documents to which it is a party shall be true and correct in all material respects (or in all respects to the extent that such representations and warranties are already subject to concepts of materiality) on and as of the Increase Effective Date with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date). For purposes of this clause (d), the representations and warranties contained in Section 7.11 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Article IX of the Credit Agreement.

(e) Both immediately before and immediately after giving effect to this Agreement (including the Increase) and the transactions contemplated hereby, no Default or Event of Default under (and as defined in) the Credit Agreement has occurred and is continuing.

8. Conditions Precedent . This Agreement shall be deemed to be effective as of the Increase Effective Date (with the Accordion Amendment being deemed effective immediately prior to the making of the Tranche D Term Loan), subject to the execution and delivery of the following documents, each in form and substance satisfactory to the Administrative Agent and satisfaction of the additional conditions set forth below:

(a) this Agreement executed and delivered by the Borrower, the Guarantors, the Administrative Agent, the Increase Lenders, the Requisite Class Lenders of the Tranche C Loan and Lenders otherwise required to constitute Requisite Lenders;

(b) a Note substantially in the form of Exhibit H-2 to the Credit Agreement issued in favor of each Tranche D Lender reflecting the aggregate principal amount of such Lender’s Tranche D Loan (collectively, the “ New Notes ”);

(c) a certificate dated as of the date hereof signed by a duly authorized officer of the Borrower and each Guarantor (i) certifying and attaching the resolutions adopted by the Borrower and each Guarantor’s board of directors or trustees (or other appropriate governing body or Persons) authorizing the transactions described herein and evidencing the due authorization, execution and delivery of this Agreement, the New Notes and each of the other Loan Documents to which such Loan Party is a party executed in connection with the Increase, (ii) certifying that the organizational documents of the Borrower and each Guarantor have not been amended, modified or rescinded since they were last furnished in writing to the Administrative Agent, and remain in full force and effect as of the date hereof, (iii) certifying that the Borrower and each Guarantor is duly formed, validly existing and in good standing under the laws of such entity’s jurisdiction of organization, and that there is no pending or to such officer’s knowledge, threatened proceeding for dissolution, liquidation or other similar matter with respect to the Borrower or any Guarantor, (iv) certifying that, immediately before and immediately after giving effect to the Increase, this Agreement, the Increasing Lender Agreements and the Augmenting Lender Agreements, (A) the representations and warranties contained in Section 7 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (or in all respects to the extent that such representations and warranties are already subject to concepts of materiality) on and as of the Increase Effective Date with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in such respects on and as of such earlier date) and except that for purposes hereof, the representations and warranties contained in Section 7.11 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Article IX of the Credit Agreement, (B) there has been no material adverse change in the business, assets, operations, condition (financial or otherwise) or properties of any of the Loan Parties since the date of the financial statements most recently delivered to the Administrative Agent pursuant to the Credit Agreement, and (C) no Default or Event of Default exists;

(d) to the extent requested by the Administrative Agent, information from the Borrower with respect to any outstanding Disqualified Stock;

(e) an Increasing Lender Agreement executed and delivered by each Increase Lender that is not an Augmenting Lender and the other parties thereto;

(f) an Augmenting Lender Agreement executed and delivered by each Augmenting Lender and the other parties thereto;

(g) favorable opinions of counsel to the Borrower and Guarantors acceptable to the Administrative Agent with respect to this Agreement and the Increase reflected herein and the New Notes; and

(h) payment by the Borrower in immediately available funds of the fees payable to the Increase Lenders set forth in the fee letter delivered in connection with this Agreement and as otherwise provided by the Credit Agreement.

9. Miscellaneous Provisions.

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

(b) This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which counterparts taken together shall be deemed to constitute one and the same instrument. The existence of this Agreement may be established by the introduction into evidence of counterparts that are separately signed, provided they are otherwise identical in all material respects.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF , the undersigned have duly executed this Agreement as of the date first above written.

BORROWER:

NSA OP, LP


By:	NATIONAL STORAGE AFFILIATES TRUST, its general partner

By: ______________________________

Name:

Title:

[SIGNATURE PAGE TO THIRD INCREASE AGREEMENT AND AMENDMENT (KEYBANK/NSA)]

GUARANTORS:

NATIONAL STORAGE AFFILIATES TRUST

By: ______________________________

Name:

Title:

SUBSIDIARY GUARANTORS

All Stor Indian Trail, LLC,

American Mini Storage-San Antonio, LLC,

Eagle Bow Wakefield, LLC,

Great American Storage Partners, LLC,

NSA-C Holdings, LLC,

NSA-G Holdings, LLC,

NSA Northwest Holdings II, LLC,

NSA – Optivest Acquisition Holdings, LLC,

NSA Property Holdings, LLC,

NSA Storage Solutions, LLC,

SecurCare Colorado III, LLC,

SecurCare Moveit McAllen, LLC,

SecurCare Oklahoma I, LLC,

SecurCare Oklahoma II, LLC,

SecurCare Properties I, LLC,

SecurCare Properties II, LLC,

SecurCare Portfolio Holdings, LLC,

StoreMore Self Storage – Pecos Road, LLC,

each, a Delaware limited liability company

By: ______________________________

Name:

Title:

[SIGNATURE PAGE TO THIRD INCREASE AGREEMENT AND AMENDMENT (KEYBANK/NSA)]

Bullhead Freedom Storage, L.L.C,

an Arizona limited liability company

By: ______________________________

Name:

Title:

GAK, LLC,

Washington Murrieta II, LLC,

Washington Murrieta IV, LLC,

each a California limited liability company

By: ______________________________

Name:

Title:

WCAL, LLC,

a Texas limited liability company

By: ______________________________

Name:

Title:

[SIGNATURE PAGE TO THIRD INCREASE AGREEMENT AND AMENDMENT (KEYBANK/NSA)]

INCREASE LENDERS:

KEYBANK NATIONAL ASSOCIATION,

as a Lender

By:

Name: Michael P. Szuba

Title: Vice President

[SIGNATURE PAGE TO THIRD INCREASE AGREEMENT AND AMENDMENT (KEYBANK/NSA)]

PNC BANK, NATIONAL ASSOCIATION,

as a Lender

By:_________________________________

Name:

Title:

[SIGNATURE PAGE TO THIRD INCREASE AGREEMENT AND AMENDMENT (KEYBANK/NSA)]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By: ______________________________

Name:

Title:

[SIGNATURE PAGE TO THIRD INCREASE AGREEMENT AND AMENDMENT (KEYBANK/NSA)]

U.S. BANK, NATIONAL ASSOCIATION,

as a Lender

By: ______________________________

Name:

Title:

[SIGNATURE PAGE TO THIRD INCREASE AGREEMENT AND AMENDMENT (KEYBANK/NSA)]

BMO HARRIS BANK N.A., as a Lender

By: ______________________________

Name:

Title

[SIGNATURE PAGE TO THIRD INCREASE AGREEMENT AND AMENDMENT (KEYBANK/NSA)]

REGIONS BANK, as a Lender

By: ______________________________

Name:

Title:

[SIGNATURE PAGE TO THIRD INCREASE AGREEMENT AND AMENDMENT (KEYBANK/NSA)]

SUNTRUST BANK, as a Lender

By: ______________________________

Name:

Title:

[SIGNATURE PAGE TO THIRD INCREASE AGREEMENT AND AMENDMENT (KEYBANK/NSA)]

CITIBANK, N.A., as a Lender

By: ______________________________

Name:

Title:

[SIGNATURE PAGE TO THIRD INCREASE AGREEMENT AND AMENDMENT (KEYBANK/NSA)]

ADMINISTRATIVE AGENT:

KEYBANK NATIONAL ASSOCIATION, as Administrative Agent

By:_________________________________

Name: Michael P. Szuba

Title: Vice President

KEYBANK NATIONAL ASSOCIATION,

as issuer of Letters of Credit

By:

Name: Michael P. Szuba

Title: Vice President

KEYBANK NATIONAL ASSOCIATION,

as Swingline Lender

By:

Name: Michael P. Szuba

Title: Vice President

[SIGNATURE PAGE TO THIRD INCREASE AGREEMENT AND AMENDMENT (KEYBANK/NSA)]

MORGAN STANLEY SENIOR

FUNDING, INC., as a Lender

By: ______________________________

Name:

Title:

[SIGNATURE PAGE TO THIRD INCREASE AGREEMENT AND AMENDMENT (KEYBANK/NSA)]

CAPITAL ONE NATIONAL

ASSOCIATION, as a Lender

By: ______________________________

Name:

Title:

[SIGNATURE PAGE TO THIRD INCREASE AGREEMENT AND AMENDMENT (KEYBANK/NSA)]

MORGAN STANLEY BANK, N.A., as a Lender

By: ______________________________

Name:

Title:

[SIGNATURE PAGE TO THIRD INCREASE AGREEMENT AND AMENDMENT (KEYBANK/NSA)]

ASSOCIATED BANK, NATIONAL ASSOCIATION, as a Lender

By: ______________________________

Name:

Title:

[SIGNATURE PAGE TO THIRD INCREASE AGREEMENT AND AMENDMENT (KEYBANK/NSA)]

Annex 1

Increase Lenders



Tranche D Lender	Tranche D Commitment
KeyBank National Association	$10,000,000.00
PNC Bank, National Association	$10,000,000.00
U.S. Bank National Association	$10,000,000.00
Wells Fargo Bank, National Association	$32,500,000.00
BMO Harris Bank N.A.	$10,000,000.00
Regions Bank	$10,000,000.00
SunTrust Bank	$10,000,000.00
Citibank, National Association	$32,500,000.00
Total	$125,000,000.00

Annex 1 - 1

Annex 2

SCHEDULE 1.1

Lender Commitments

Revolving Commitments



Lender	Revolving Commitment Amount	Revolving Percentage
KeyBank National Association	$37,500,000.00	9.375000000%
PNC Bank, National Association	$37,500,000.00	9.375000000%
U.S. Bank National Association	$45,000,000.00	11.250000000%
Wells Fargo Bank, National Association	$35,000,000.00	8.750000000%
BMO Harris Bank N.A.	$37,500,000.00	9.375000000%
Capital One, National Association	$37,500,000.00	9.375000000%
Regions Bank	$30,000,000.00	7.500000000%
The Huntington National Bank	$25,000,000.00	6.250000000%
Morgan Stanley Bank, N.A.	$25,000,000.00	6.250000000%
Morgan Stanley Senior Funding, Inc.	$30,000,000.00	7.500000000%
Royal Bank of Canada	$30,000,000.00	7.500000000%
SunTrust Bank	$30,000,000.00	7.500000000%
Associated Bank, National Association	--	--
TOTAL	$400,000,000.00	100.000000000%

Annex 2 - 1

Term Loan Commitments/Term Loans



Lender	Tranche A Commitment Amount/Tranche A Term Loan	Tranche A Commitment Percentage	Tranche B Commitment Amount/Tranche B Term Loan	Tranche B Commitment Percentage	Tranche C Commitment Amount/Tranche C Term Loan	Tranche C Commitment Amount/Tranche C Term Loan	Tranche D Commitment Amount/Tranche D Term Loan	Tranche D Commitment Amount/Tranche D Term Loan
KeyBank National Association	$27,500,000.00	11.702127660%	$23,750,000.00	15.322580650%	$25,000,000.00	23.809523810%	$10,000,000.00	8.000000000%
PNC Bank, National Association	$27,500,000.00	11.702127660%	$23,750,000.00	15.322580650%	$25,000,000,00	23.809523810%	$10,000,000.00	8.000000000%
U.S. Bank National Association	$32,500,000.00	13.829787230%	$12,500,000.00	8.064516129%	--	--	$10,000,000.00	8.000000000%
Wells Fargo Bank, National Association	$30,000,000.00	12.765957450%	$12,500,000.00	8.064516129%	--	--	$32,500,000.00	26.000000000%
BMO Harris Bank N.A.	$20,000,000.00	8.510638298%	$17,500,000.00	11.290322580%	$25,000,000.00	23.809523810%	$10,000,000.00	8.000000000%
The Huntington National Bank	$17,500,000.00	7.446808511%	$7,500,000.00	4.838709677%	--	--	--	--
Regions Bank	$20,000,000.00	8.510638298%	$10,000,000.00	6.451612903%	--	--	$10,000,000.00	8.000000000%
Morgan Stanley Senior Funding, Inc.	$10,000,000.00	4.255319149%	--	--	--	--	--	--
Capital One, National Association	$20,000,000.00	8.510638298%	$22,500,000.00	14.516129030%	--	--	--	--
SunTrust Bank	$30,000,000.00	12.765957450%	$25,000,000	16.129032260%	--	--	$10,000,000.00	8.000000000%
Royal Bank of Canada	--	--	--	--	--	--	--	--

Annex 2 - 2



Lender	Tranche A Commitment Amount/Tranche A Term Loan	Tranche A Commitment Percentage	Tranche B Commitment Amount/Tranche B Term Loan	Tranche B Commitment Percentage	Tranche C Commitment Amount/Tranche C Term Loan	Tranche C Commitment Amount/Tranche C Term Loan	Tranche D Commitment Amount/Tranche D Term Loan	Tranche D Commitment Amount/Tranche D Term Loan
Associated Bank, National Association	--	--	--	--	$30,000,000.00	28.571428570%	--	--
Morgan Stanley Bank, N.A.	--	--	--	--	--	--	--	--
Citibank, N.A.							$32,500,000.00	26.000000000%
TOTAL	$235,000,000.00	100.000000000%	$155,000,000.00	100.000000000%	$105,000,000.00	100.000000000%	$125,000,000.00	100.000000000%

Annex 2 - 3

Annex 3

EXHIBIT H-2

FORM OF [TRANCHE [ ]] LOAN PROMISSORY NOTE

$__________ __________ ___, 20__

FOR VALUE RECEIVED, the undersigned hereby promises to pay to _______________ (the “ Lender ”) or its registered assigns, in care of KeyBank National Association, as Administrative Agent (the “ Administrative Agent ”) at KeyBank National Association, 127 Public Square, Cleveland, Ohio 44114, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of _____________AND __/100 DOLLARS ($___________), on the date and in the principal amount provided in the Credit Agreement, and to pay interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in the Credit Agreement.

The date, amount of the [Tranche A/Tranche B/Tranche C/Tranche D] Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this [Tranche A/Tranche B/Tranche C/Tranche D] Loan Promissory Note (the “ Note ”), endorsed by the Lender on the schedule attached hereto or any continuation thereof, provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or hereunder in respect of the [Tranche A/Tranche B/Tranche C/Tranche D] Loan made by the Lender.

This Note is one of the Notes referred to in the Amended and Restated Credit Agreement (the “ Credit Agreement ”) dated as of May 6, 2016, by and among by and among NSA OP, LP, a limited partnership formed under the laws of the State of Delaware (the “ Borrower ”), the Lenders from time to time party thereto, and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent for the Lenders, and joined in for certain purposes by certain Subsidiaries of the Borrower and NATIONAL STORAGE AFFILIATES TRUST, a Maryland real estate investment trust (“ NSA REIT ” or the “ Parent Guarantor ”). Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement.

The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of Loans upon the terms and conditions specified therein.

This Note is guaranteed by the Guarantors as provided in the Guaranty. Reference is hereby made to the Guaranty for a description of the nature and extent of such guaranty, the terms and conditions upon which such guaranty was granted and the rights of the holder of this Note in respect thereof.

Annex 3 - 1

Except as permitted by Section 13.5 of the Credit Agreement, this Note may not be assigned by the Lender to any other Person.

[This Note is given in replacement of the Term Note dated _______ __, 20__ in the original principal amount of $_________ previously delivered to the Lender under the Credit Agreement. THIS NOTE IS NOT INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER OR IN CONNECTION WITH THE OTHER NOTE.]

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

The Borrower hereby waives presentment for payment, demand, notice of demand, notice of non-payment, protest, notice of protest and all other similar notices.

Time is of the essence for this Note.

[Signature Page Follows]

Annex 3 - 2

IN WITNESS WHEREOF, the undersigned has executed and delivered this Note as of the date first written above.

NSA OP, LP, as Borrower


By:	NATIONAL STORAGE AFFILIATES TRUST, its general partner

By: ______________________________

Name:

Title:

Annex 3 - 3

Exhibit 10.28

THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

National Storage Affiliates Trust

Form of LTIP Unit Award Agreement

1. Grant of LTIP Units .

[] (the “ Grantee ”), is hereby awarded [] LTIP Units (the “ LTIP Units ”) in NSA OP, LP (the “ Partnership ”), by National Storage Affiliates Trust, in its sole capacity as general partner of the Partnership, on the date hereof subject to the terms and conditions of this LTIP Unit Award Agreement (this “ Agreement ”) and subject to the provisions of the National Storage Affiliates Trust 2015 Equity Incentive Plan (the “ Plan ”) and the Third Amended and Restated Limited Partnership Agreement of the Partnership, dated as of April 28, 2015 (as amended, the “ Partnership Agreement ”). The Plan is hereby incorporated herein by reference as though set forth herein in its entirety. Definitions not included herein shall have the meaning set forth in the Plan and Partnership Agreement, as applicable.

2. Restrictions and Conditions .

The LTIP Units are subject to the following restrictions and conditions, in addition to any requirements or restrictions set forth with respect to LTIP Units in the Plan and the Partnership Agreement:

(a) [] LTIP Units shall vest as specified in Annex A attached hereto (the " Time Vested LTIP Units ") and [] LTIP Units, representing the maximum number of LTIP Units that can vest based on performance, shall vest as specified in Annex B attached hereto (the " Performance Vested LTIP Units "). Subject to paragraph 5(b) below, during the period prior to the full vesting of any LTIP Unit (the " Vesting Period "), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign such LTIP Unit (or have such LTIP Unit attached or garnished).

(b) Except as provided in the foregoing paragraph (a), below in this paragraph (b) or in the Plan, the Grantee shall have, in respect of the LTIP Units, all of the rights of a holder of LTIP Units as set forth in the Partnership Agreement. Distributions and allocations with respect to the LTIP Units shall be made to the Grantee in accordance with the terms of the Partnership Agreement,

except that the Grantee, during the Vesting Period, shall be entitled to receive distributions (1) with respect to each Time Vested LTIP Unit, equal to and concurrently with each distribution paid to a holder of a Class A OP Unit as distributions on Class A OP Units are made and (2) with respect to each Performance Vested LTIP Unit at the "Maximum Level" (as set forth on Annex B), equal to ten percent (10%) of the distributions payable with respect to each distribution paid to a holder of a Class A OP Unit as distributions on Class A OP Units are made (the " Interim Distributions "). Upon the completion of the Vesting Period, Grantee shall be entitled to receive an amount equal to (1) the distributions payable during the Vesting Period with respect to a number of Class A OP Units of the Company that is identical to the actual number of Performance Vested LTIP Units earned pursuant to Annex B, less (2) the amount of the Interim Distributions (such amount, the " Performance Distribution "). After the completion of the Vesting Period, Grantee shall be entitled to receive distributions on each vested LTIP Unit equal to distributions paid to a holder of a Class A OP Unit as distributions on Class A OP Units are made.

(c) Subject to paragraphs (d), (e) and (f) below, if the Grantee has a Termination of Service prior to the completion of the Vesting Period (i) without Cause (as defined in Grantee's employment agreement with the Company dated [] (the " Employment Agreement ")), (ii) for Good Reason (as defined in the Employment Agreement), (iii) by reason of the Grantee's death or (iv) on account of the Grantee's Disability (as defined in the Employment Agreement) prior to the completion of the Vesting Period, then upon the completion of the Vesting Period, (1) the Grantee shall receive a prorated number of the Performance Vested LTIP Units calculated by multiplying the number of the Performance Vested LTIP Units that would have been awarded upon the completion of the Vesting Period if Grantee had not had a Termination of Service prior to the completion of the Vesting Period by a fraction (the " Termination Fraction ") the numerator of which is (y) the number of calendar days that elapsed from the beginning of the Vesting Period to and including the date of the Grantee’s Termination of Service, and the denominator of which is (z) the number of calendar days in the Vesting Period, (2) the Grantee shall receive a prorated amount of the Performance Distribution calculated by multiplying the amount of the Performance Distribution that would have been paid upon the completion of the Vesting Period if Grantee had not had a Termination of Service prior to the completion of the Vesting Period (as calculated under paragraph 2(b) above) by the Termination Fraction, and (3) the outstanding Time Vested LTIP Units shall immediately vest. Notwithstanding the foregoing or any provisions of the Employment Agreement, in the event of such a Termination of Service following a Change of Control which occurs after June 30, 20[], then the number of Performance Vested LTIP Units that shall vest shall be calculated in the same manner as set forth in this paragraph (c) without being subject to proration.

(d) Upon the completion of the Vesting Period, or, if earlier, the Grantee's Termination of Service for any reason other than as specified above in paragraph (c), all LTIP Units granted

hereunder that have not vested will be forfeited without payment of any consideration, and neither the Grantee nor his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such LTIP Units.

(e) If the Grantee commences or continues service as a director or consultant of the Company upon termination of employment, such continued service shall be treated as continued employment hereunder (and for purposes of the Plan), and the subsequent termination of service shall be treated as the applicable Termination of Service for purposes of this Agreement.

(f) If the Grantee's Employment Agreement provides that LTIP Units subject to restriction shall be subject to terms other than those set forth above, the terms of the Employment Agreement shall apply with respect to such LTIP Units granted hereby and shall, to the extent applicable, supersede the terms hereof.

(g) For purposes of this Agreement, a Termination of Service shall occur when the employee-employer relationship or trusteeship, or other service relationship, between the Grantee and the Company is terminated for any reason, including, but not limited to, any termination by resignation, discharge, death or retirement under the Employment Agreement. The Compensation Committee, in its absolute discretion, shall determine the effects of all matters and questions relating to termination of service. For this purpose, the service relationship shall be treated as continuing intact while the Grantee is on sick leave or other bona fide leave of absence (to be determined in the discretion of the Compensation Committee).

3. Certain Terms of LTIP Units.

(a) The Company may, but is not obligated to, issue to the Grantee (or its assignee or transferee, as applicable) a certificate in respect of the LTIP Units or may indicate such Grantee's ownership of LTIP Units on the Company's books and records. Such certificate, if any, shall be registered in the name of the Grantee (or such assignee or transferee). The certificates for LTIP Units issued hereunder may include any legend which the Committee deems appropriate to reflect any restrictions on transfer hereunder, or pursuant to any assignment or transfer by the Grantee, or as the Compensation Committee may otherwise deem appropriate, and, without limiting the generality of the foregoing, shall bear a legend referring to the terms, conditions, and restrictions applicable to such LTIP Units, substantially in the following form:

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE LTIP UNITS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE NATIONAL STORAGE AFFILIATES TRUST 2015 EQUITY INCENTIVE PLAN, THE PARTNERSHIP AGREEMENT AND AN AWARD AGREEMENT APPLICABLE TO THE GRANT OF THE LTIP UNITS

REPRESENTED BY THIS CERTIFICATE. COPIES OF SUCH PLAN, PARTNERSHIP AGREEMENT AND AWARD ARE ON FILE IN THE OFFICES OF NSA OP, LP.

(b) Certificates, if any, evidencing the LTIP Units granted hereby shall be held in custody by the Company until the restrictions have lapsed. If and when such restrictions so lapse, the certificates shall be delivered by the Company to the Grantee.

(c) So long as the Grantee holds any LTIP Units, the Grantee shall disclose to the Company in writing such information as may be reasonably requested with respect to ownership of LTIP Units and any conditions applicable thereto, as the Company, as applicable, may deem reasonably necessary, including in order to ascertain and establish compliance with provisions of the Internal Revenue Code of 1986, as amended (the “ Code ”), applicable to the Company or to comply with requirements of any other appropriate taxing or other regulatory authority.

4. Compliance with Securities laws .

The Grantee acknowledges that the LTIP Units have not been registered under the Securities Act or under any state securities or “blue sky” law or regulation (collectively, " Securities Laws ") and hereby makes the following representations and covenants as a condition to the grant of LTIP Units:

(a) The Grantee has not taken, and covenants that it will not take, himself or herself or through any agent acting on his behalf, any action that would subject the issuance or sale of the LTIP Units to the registration provisions of the Securities Act or to the registration, qualification or other similar provisions of any Securities Laws, or breach any of the provisions of any Securities Laws, but, rather, that the Grantee shall at all times act with regard to the LTIP Units in full compliance with all Securities Laws;

(b) The Grantee has acquired and, to the extent applicable, is acquiring the LTIP Units for his or her own account for investment and with no present intention of distributing the LTIP Units or any part thereof;

(c) The Grantee is and shall be an “accredited investor” as defined in Section 2(15) and Rule 501(a) of Regulation D of the Securities Act;

(d) The Grantee is capable of evaluating the merits and risks of the acquisition and ownership of the LTIP Units and has obtained all information regarding the Company (and its applicable affiliates) and the LTIP Units as the Grantee deems appropriate, and has relied solely upon such information, and the Grantee's own knowledge, experience and investigation, and those of his advisors, and not upon any representations of the Company, in connection with his investment decision in acquiring the LTIP Units; and

(e) The Grantee and his or her professional advisors have had an opportunity to conduct, and have so conducted if so desired, a due diligence investigation of the Company in connection with the decision to acquire the LTIP Units and in such regard have done all things as the Grantee and they have deemed appropriate and have had an opportunity to ask questions of and receive answers from the Company, and have done so, as they have deemed appropriate.

5. Miscellaneous .

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

(b) Except as set forth in the Partnership Agreement, the Grantee shall not have the right to transfer all or any portion of the LTIP Units without the prior written consent of the General Partner (in its sole discretion); provided, however, that the Grantee may transfer all or any portion of the Grantee's vested LTIP Units for bona fide estate planning purposes to an immediate family member or the legal representative, estate, trustee or other successor in interest, as applicable, of the Grantee. Any transfer in violation of this Agreement or the Partnership Agreement, or which does not otherwise comply with the conditions of transfer imposed by the General Partner shall be void.

(c) The Grantee shall be responsible for filing with the Internal Revenue Service an election under Section 83(b) of the Code on a form substantially similar to the form attached hereto as Annex C and reasonably satisfactory to the Company (and will include a copy thereof with the applicable tax return) within 30 days after the date hereof. The Grantee shall be solely responsible for the filing of such election and all related filings.

(d) The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(e) The Compensation Committee may make such rules and regulations and establish such procedures for the administration of this Agreement as it deems appropriate. Without limiting the generality of the foregoing, the Compensation Committee may interpret the Plan and this Agreement, with such interpretations to be conclusive and binding on all persons and otherwise

accorded the maximum deference permitted by law. In the event of any dispute or disagreement as to interpretation of the Plan or this Agreement or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan or this Agreement, the decision of the Compensation Committee shall be final and binding upon all persons.

(f) All notices hereunder shall be in writing, and if to the Company or the Compensation Committee, shall be delivered to the Company or mailed to its principal office, addressed to the attention of the Compensation Committee; and if to the Grantee, shall be delivered personally, sent by facsimile transmission or mailed to the Grantee at the address appearing in the records of the Company. Such addresses may be changed at any time by written notice to the other party given in accordance with this paragraph 5(f).

(g) The failure of the Grantee or the Company to insist upon strict compliance with any provision of this Agreement or the Plan, or to assert any right the Grantee or the Company, respectively, may have under this Agreement or the Plan, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement or the Plan.

(h) Nothing in this Agreement shall confer on the Grantee any right to continue in the employ or other service of the Company or interfere in any way with the right of the Company or its affiliates to terminate the Grantee’s employment or other service at any time.

(i) The terms of this Agreement shall be binding upon the Grantee and upon the Grantee's heirs, executors, administrators, personal representatives, transferees, assignees and successors in interest and upon the Company and its successors and assignees, subject to the terms of the Plan.

(j) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the board of trustees of the Company (the " Board ") determines that an LTIP Unit or the Plan is subject to Section 409A of the Code and fails to comply with the requirements of Section 409A of the Code, the Compensation Committee reserves the right (without any obligation to do so or to indemnify the Grantee for failure to do so), without the consent of the Grantee, to amend or terminate this Agreement and the Plan and/or amend, restructure, terminate or replace the LTIP Unit in order to cause the LTIP Unit to either not be subject to Section 409A of the Code or to comply with the applicable provisions of such section.

(k) If, in the opinion of the independent trustees of the Board, the Company's financial results are restated due in whole or in part to intentional fraud or misconduct by one or more of the Company's executive officers, the Company's independent trustees may, based upon the facts and circumstances surrounding the restatement, direct that the Company recover all or a portion of, or cancel, the awards granted under this Agreement.

(l) This Agreement, together with the Plan and Partnership Agreement, contain the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.

IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the [] ^th day of [], 20[].

National Storage Affiliates Trust

By:

Name:

Title:

GRANTEE

By:

Name:

Title:

ANNEX A

Time Vested LTIP Units

Subject to Section 2 of this Agreement, the [] Time Vested LTIP Units shall otherwise vest on the following dates:



Percentage (Amount) of Time Vested LTIP Units Awarded Hereunder		Vesting Date
[]% ([])		January 1, 20[]
[]% ([])		January 1, 20[]
[]% ([])		January 1, 20[]

ANNEX B

Performance Vested LTIP Units

Subject to Section 2 of this Agreement, the [] Performance Vested LTIP Units shall be subject to the following vesting rules during the period between January 1, 20[] and December 31, 20[] (the " Performance Period ") and shall vest on January 1, 20[], subject to the achievement of certain performance criteria as set forth below:

1. As to [] of the Performance Vested LTIP Units Granted:



	3-Year Relative TSR vs MSCI US REIT Index (RMS)	Vesting Percentage	Number of Performance Vested LTIP Units
"Minimum Level"	35 ^th Percentile	[]%	[]
"Target Level"	55 ^th Percentile	[]%	[]
"Maximum Level"	75 ^th Percentile	[]%	[]

In the event the 3-Year Relative TSR vs. MSCI US REIT Index falls between the 35th and 55 ^th percentile, the Vesting Percentage and number of Performance Vested LTIP Units vesting shall be determined using a straight line linear interpolation between []% and []% and in the event that the 3-Year Relative TSR vs. MSCI US REIT Index falls between the 55 ^th and 75 ^th percentile, the Vesting Percentage and number of Performance Vested LTIP Units vesting shall be determined using a straight line linear interpolation between []% and []%. In the event the 3-Year Relative TSR vs. MSCI US REIT Index is below the 35 ^th percentile, the Vesting Percentage and number of Performance Vested LTIP Units vesting shall equal 0% of the "Maximum Level" Performance Vested LTIP Units. In the event the 3-Year Relative TSR vs. MSCI US REIT Index exceeds the 75 ^th percentile, the Vesting Percentage and number of Performance Vested LTIP Units vesting shall equal []% of the "Maximum Level" Performance Vested LTIP Units.

2. As to []of the Performance Vested LTIP Units Granted:



	3-Year Relative TSR vs SS Peer Companies	Vesting Percentage	Number of Performance Vested LTIP Units
"Minimum Level"	4 ^th Place	[]%	[]
"Target Level"	2 ^nd or 3 ^rd Place	[]%	[]
"Maximum Level"	1 ^st Place	[]%	[]

In the event the 3-Year Relative TSR vs. the SS Peer Companies is below 4 ^th Place, the Vesting Percentage and number of Performance Vested LTIP Units vesting shall equal 0% of the "Maximum Level" Performance Vested LTIP Units.

3. For purposes of this Annex B, TSR performance will be calculated as the compounded annual growth rate, expressed as a percentage (rounded to the nearest tenth of a percent (0.1%)), in the value per share of common stock during the Performance Period due to the appreciation in the price per share of common stock and dividends paid during the Performance Period, assuming dividends are reinvested. The Absolute TSR Percentage is calculated as follows:

Absolute TSR Percentage = (1*(1 + Cumulative TSR))^(1/3) -1


•	Where " Cumulative TSR " = ((1(1 + TSR Year 1)(1 + TSR Year 2)*(1 + TSR Year 3)) -1)


•	For purposes of the Cumulative TSR calculation, " TSR " for a given year shall be calculated as follows:

Where “ D ” is the amount of dividends paid to a shareholder of record with respect to one share of common stock during the Performance Period. For purposes of the calculation above, the " Ending Share Price " for the last year (third year) of performance shall be based on a 20 day trailing average closing stock price.

The Absolute TSR Percentage of National Storage Affiliates Trust will be compared with the Absolute TSR Percentage of each company in the MSCI US REIT Index and each SS Peer Company. The relative performance of National Storage Affiliates Trust versus the other companies in the MSCI US REIT Index will be expressed in terms of relative percentile ranking, which shall be applied as set forth in the table in Section 1 above. The relative performance of National Storage Affiliates Trust versus the other SS Peer

Companies will be expressed as a relative numerical ranking against the other SS Peer Companies, which shall be applied as set forth in the table in Section 2 above.

4. For purposes of Section 2 of this Annex B, the " SS Peer Companies " are:


•	CubeSmart


•	Extra Space Storage Inc.


•	Public Storage


•	Life Storage, Inc. (formerly Sovran Self Storage, Inc.)

In order for a SS Peer Company to be included in the relative calculation for ascertaining the level of relative TSR performance under Section 2 of this Annex B, the SS Peer Company must be present for the entire Performance Period (i.e., a SS Peer Company that is, for example, acquired during the Performance Period, shall be entirely omitted from the calculation).

ANNEX C

[], 20[]

CERTIFIED MAIL RETURN

RECEIPT REQUESTED


Re:	Section 83(b) Election

Dear Sir or Madam:

Pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the Treasury Regulations promulgated thereunder, the undersigned (the “ Taxpayer ”) files the following statement for the purpose of making, with respect to the property described below, the election permitted by Section 83(b):


1.	Name, address, taxpayer identification number and the taxable year of the Taxpayer:

Name:

Address:

T.I.N.:

Taxable Year:


2.	Description of the property with respect to which this election is being made: ____ units (“ LTIP Units ”) of interest in certain allocations and distributions of National Storage Affiliates Trust, a Maryland real estate investment trust (the “ Company ”). ______ of such LTIP Units are subject to restriction.


3.	The date on which the property was acquired by the Taxpayer and the taxable year for which the election is being made: The Taxpayer acquired the LTIP Units on ___________. The taxable year for which the election is made is the calendar year _____.


4.	The nature of the restrictions to which the property is subject: LTIP Units are subject to time-based and performance vesting. LTIP Units are subject to forfeiture in the event of certain terminations of the Taxpayer’s service with the Company.


5.	The fair market value at the time of the acquisition (determined without regard to any restriction other than a restriction which by its terms will never lapse) of the property with respect to which the election is being made: At the time of the acquisition, the LTIP Units had a fair market value of $[0] per unit.


6.	The amount paid for such property: The LTIP Units were acquired for a purchase price of $[0] per unit.


7.	Copies of this statement have been furnished to the person for whom the services are to be performed. Also, one copy of this statement will be submitted with the income tax return of the Taxpayer making this election for the taxable year in which the property was acquired.

Very truly yours,

______________

Exhibit 12.1

NATIONAL STORAGE AFFILIATES TRUST

Computation of Ratio of Earnings to Fixed Charges

(dollars in thousands)



	Year Ended December 31,
	NSA									Combined ⁽¹⁾
	2017		2016		2015		2014			2013
Earnings:
Income (loss) before taxes	$	47,157	$	25,234	$	4,983	$	(16,357	)	$	(11,734	)
Equity in losses of unconsolidated real estate venture	2,339		1,484		—		—			—
Distributed income of equity investees	5,093		730		—		—			—
Fixed charges	34,468		24,471		21,121		23,044			19,605
Total Earnings	$	89,057	$	51,919	$	26,104	$	6,687		$	7,871

Fixed charges:
Interest expense	$	34,068	$	24,109	$	20,779	$	23,033		$	19,605
Estimate of interest within rental expense	400		362		342		11			—
Total fixed charges	34,468		24,471		21,121		23,044			19,605

Distributions to preferred shareholders ⁽²⁾	2,300		—		—		—			—
Total combined fixed charges and preferred distributions ⁽²⁾	$	36,768	$	24,471	$	21,121	$	23,044		$	19,605

Ratio of earnings to fixed charges	2.58		2.12		1.24		*			*
Ratio of earnings to fixed charges and preferred share distributions ⁽²⁾	2.42		2.12		1.24		*			*



* Earnings were insufficient to cover fixed charges by $16.4 million and $11.7 million for the fiscal years ended December 31, 2014 and 2013, respectively.
(1) Combined in the table above for the year ended December 31, 2013 are the historical results for the three months ended March 31, 2013 for the combined subsidiaries of SecurCare Self Storage, Inc. (our "Predecessor") and the Company's historical results for the nine months ended December 31, 2013. Earnings were insufficient to cover fixed charges by $10.5 million for the Company's historical results for the nine months ended December 31, 2013 and $1.2 million for our predecessor's historical results for the three months ended March 31, 2013.
(2) The Company had no preferred shares outstanding for the years ended December 31, 2016, 2015, 2014 and 2013.

Exhibit 21.1



Subsidiaries

Subsidiary	d/b/a	Jurisdiction

All Stor Asheville, LLC		Delaware
All Stor Carolina Beach, LLC		Delaware
All Stor Durham, LLC		Delaware
All Stor Indian Trail, LLC		Delaware
All Stor MH		Delaware
All Stor NC, LLC		Delaware
All Stor Prospect, LLC		Delaware
All Stor Swansboro, LLC		Delaware
All Stor Swansboro II, LLC		Delaware
Allen Storage Partners LLC	StoreMore Self Storage	Texas
American Mini Storage-San Antonio, LLC		Delaware
Banning Storage, LLC	StoreMore Self Storage	Nevada
Bend-Eugene Storage, LLC		Oregon
Bishop Road Mini Storage, LLC		Washington
Broadway Storage Solutions, L.L.C.		Arizona
Bullhead Freedom Storage, L.L.C.	StoreMore Self Storage; Freedom Storage	Arizona
Colton Hawaiian Gardens, LP		California
Colton Riverside L.P.		California
Colton VB, L.P.		California
Corona Universal Self Storage, a California Limited Partnership		California
Eagle Bow Wakefield, LLC	Eagle Storage	Delaware
Fisher's Landing Storage, LLC		Washington
Fletcher Heights Storage Solutions, L.L.C.		Arizona
Fontana Universal Self Storage, a California Limited Partnership		California
Forest Grove Mini Storage, LLC		Oregon
Forney Storage Partners LLC	StoreMore Self Storage	Texas
GAK, LLC	Cypress Mini Storage	California
Grand Prairie Storage Partners LLC	StoreMore Self Storage	Texas
Great American Storage Partners, LLC	Great America Storage	Delaware
Gresham Storage, LLC		Oregon
GSC Allsafe Riv-1, LP		California
GSC Leave It Riv-2, LP		California
GSC Montclair, LP		California
Hesperia Universal Self Storage, a California Limited Partnership		California
Hide Away SPE, LLC		Delaware
Hide Away Storage Holdings, LLC		Delaware
Highway 97 Mini Storage, LLC		Oregon
Highway 99 Mini Storage, LLC		Oregon
ICDC II, LLC		Oregon
iStorage JV, LLC		Delaware
iStorage JV DuPont Highway, LLC		Delaware
iStorage JV Hickman Road, LLC		Delaware
iStorage JV Rancho Cordova, LLC		Delaware
iStorage JV Ridge Road, LLC		Delaware



iStorage JV Sunrise Monier, LLC		Delaware
iStorage Mezz, LLC		Delaware
iStorage PO, LLC		Delaware
iStorage TRS JV, LLC		Delaware
Keepers Storage, LLC		Washington
Lewisville Storage LLC		Washington
Loma Linda Universal Self Storage, a California Limited Partnership		California
Mini I, Limited		California
Murphy Storage Partners LLC	StoreMore Self Storage	Texas
National Storage Affiliates Management Company, LLC		Delaware
NBI Properties, L.L.C.		Delaware
Northwest II Chief Manager, LLC		Delaware
NSA Acquisition Holdings, LLC		Delaware
NSA All Stor, LLC		Delaware
NSA All Stor Chief Manager, LLC		Delaware
NSA Americor Holdings, LLC		Delware
NSA BV DR,LLC		Delaware
NSA Colton DR GP, LLC	A-1 Self Storage; StorAmerica Arcadia; El Camino Self Storage; All American Self Storage	Delaware
NSA Colton DR, LLC	Plano Self Storage; Crown Valley Self Storage; Paramount Self Storage; StorAmerica Duarte	Delaware
NSA GSC DR GP, LLC	Irvine Self Storage	Delaware
NSA GSC DR, LLC	StorAmerica Palm Springs I; Carlsbad Airport Self Storage; StorAmerica Indio	Delaware
NSA iStorage Member, LLC		Delaware
NSA iStorage TRS Member, LLC		Delaware
NSA MGMT CO GP, LLC		Delaware
NSA Northwest CMBS II, LLC		Delaware
NSA Northwest Holdings II, LLC	Old Mill Self Storage; AllStar Storage; A-1 Westside Storage	Delaware
NSA Northwest Holdings, LLC		Delaware
NSA Northwest Holdings III, LLC		Delaware
NSA NW Holdings III Chief Manager, LLC		Delaware
NSA OP, LP		Delaware
NSA Property Holdings, LLC		Delaware
NSA SecurCare CMBS I, LLC		Delaware
NSA SecurCare Holdings, LLC		Delaware
NSA Security Storage, LLC	NSA Security, LLC	Delaware
NSA Storage Solutions, LLC		Delaware
NSA TRS, LLC		Delaware
NSA Tustin Gateway GP, LLC		Delaware
NSA Universal DR, LLC		Delaware
NSA-C Holdings, LLC	StorAmerica Hawaiian Gardens; StorAmerica Victorville-2; Statewide Storage; Country Club Self Storage	Delaware
NSA-Colton Holdings, LLC		Delaware
NSA-G Holdings, LLC	StorAmerica Montclair; Allsafe Freeway Storage; Leave It/Lock It Self Storage; StorAmerica Ontario; StorAmerica Palm Desert; StorAmerica Oceanside; StorAmerica Victorville	Delaware
NSA-GSC Colton Holdings, LLC		Delaware
NSA-GSC Holdings, LLC		Delaware



NSA-Northwest II, LLC		Delaware
NSA-Optivest Acquisition Holdings, LLC	StoreMore Self Storage; Fort Mohave Storage	Delaware
NSA-Optivest, LLC		Delaware
NSA-SecurCare Acquisition Holdings, LLC		Delaware
NSA-SecurCare, LLC		Delaware
Oklahoma Self Storage GP, LLC		Delaware
Oklahoma Self Storage LP	SecurCare Self Storage	Colorado
Optivest Storage Partners of Austin, LLC	StoreMore Self Storage	Texas
Rev Smart, L.P.		Florida
Safegard Mini Storage, LLC		Oregon
SAG Arcadia, LP		California
SAP-II YSI #1,LLC		Delaware
SecurCare American Portfolio, LLC		Delaware
SecurCare American Properties II, LLC		Delaware
SecurCare Colorado III, LLC	SecurCare Self Storage	Delaware
SecurCare Fayetteville I, LLC		Delaware
SecurCare Moreno Valley, LLC		Delaware
SecurCare Moveit McAllen, LLC	Move It Self Storage	Delaware
SecurCare Oklahoma I, LLC	SecurCare Self Storage	Delaware
SecurCare Oklahoma II, LLC	SecurCare Self Storage	Delaware
SecurCare Portfolio Holdings, LLC		Delaware
SecurCare Properties I, LLC	SecurCare Self Storage	Delaware
SecurCare Properties II R, LLC	SecurCare Self Storage	Delaware
SecurCare Properties II, LLC	SecurCare Self Storage	Delaware
SecurCare Value Properties R, LLC	SecurCare Self Storage	Delaware
Series Americor Insurance Company, a series of Endeavor Assurance Company, LLC		Delaware
Shreve Storage Equities, L.L.C.		Louisiana
Springfield Mini Storage, LLC		Oregon
Square Foot Springhill, LLC		Ohio
Storage Management and Leasing Co. LLC		Florida
Storage Management and Repair Co., LLC		Florida
StoreMore Self Storage-Pecos Road, LLC	StoreMore Self Storage	Delaware
Supreme Storage, LLC		Oregon
Terrell Storage Partners, LLC	StoreMore Self Storage	Texas
The Dalles Storage SPE, LLC	The Dalles Mini Storage, The Dalles Self Storage, The Dalles Storage	Oregon
Town Center Self Storage, LLC		Colorado
Troutdale Mini Storage, LLC		Oregon
Tustin Gateway LP		California
Universal Self Storage Hesperia LLC, a California limited liability company		California
Universal Self Storage Highland, a California Limited Partnership		California
Universal Self Storage San Bernardino LLC, a California limited liability company		California
Upland Universal Self Storage, a California Limited Partnership		California
Washington Murrieta II, LLC	StorAmerica Scottsdale	California
Washington Murrieta III, LLC	StorAmerica Phoenix 24th	Arizona
Washington Murrieta IV, LLC	StorAmerica Phoenix 52nd	California
WCAL, LLC	StoreMore Self Storage	Texas

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Trustees
National Storage Affiliates Trust:

We consent to the incorporation by reference in the registration statements on Form S-3 (Nos. 333‑211570 and 333-211974) and Form S-8 (No. 333-208602) of National Storage Affiliates Trust of our reports dated February 27, 2018, with respect to the consolidated balance sheets of National Storage Affiliates Trust as of December 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes, and the financial statement schedule, Schedule III - Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2017, which reports appear in the December 31, 2017 annual report on Form 10‑K of National Storage Affiliates Trust.

/s/ KPMG LLP

Denver, Colorado
February 27, 2018

Exhibit 31.1

Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Arlen D. Nordhagen, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of National Storage Affiliates Trust;


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 controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


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


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


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


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


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


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


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

Date: February 27, 2018



By:	/s/ Arlen D. Nordhagen
	Arlen D. Nordhagen
	Chairman of the Board of Trustees and Chief Executive Officer

Exhibit 31.2

Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Tamara D. Fischer, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of National Storage Affiliates Trust;


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 controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


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


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


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


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


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


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


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

Date: February 27, 2018



By:	/s/ Tamara D. Fischer
	Tamara D. Fischer
	Executive Vice President and Chief Financial Officer

Exhibit 32.1

Certification, 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

In connection with the Quarterly Report of National Storage Affiliates Trust (the “Company”) on Form 10-Q for the period ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Arlen D. Nordhagen, Chairman of the Board of Trustees and Chief Executive Officer of the Company, and I, Tamara D. Fischer, Executive Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


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

Date: February 27, 2018



By:	/s/ Arlen D. Nordhagen
	Arlen D. Nordhagen
	Chairman of the Board of Trustees and Chief Executive Officer



By:	/s/ Tamara D. Fischer
	Tamara D. Fischer
	Executive Vice President and Chief Financial Officer

Pursuant to the Securities and Exchange Commission Release 33-8238, dated June 5, 2003, this certification is being furnished and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any registration statement of the Company filed under the Securities Act of 1933, as amended.

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.