Table of Contents

		Per Share		Total
Public offering price		$20.3500		$347,985,000
Underwriting discount		$ 1.0175		$ 17,399,250
Proceeds to us (before expenses)		$19.3325		$330,585,750

Citigroup	Wachovia Securities

A.G. Edwards	Raymond James

Banc of America Securities LLC	KeyBanc Capital Markets	Harris Nesbitt

---

Table of Contents

SUMMARY				1
	Our Company			1
	Developments Since Our IPO			2
	The Self-Storage Industry			5
	Our Competitive Advantages			5
	Our Business and Growth Strategy			6
	Summary Risk Factors			7
	Our Facilities			8
	Structure of Our Company			10
	Restrictions on Ownership of Our Common Shares			10
	Our Distribution Policy			11
	Our Principal Office			11
	Tax Status			11
	The Offering			12
	Summary Financial Data			13
RISK FACTORS				18
	Risks Related to Our Operations			18
	Risks Related to Our Organization and Structure			24
	Risks Related to This Offering			29
	Tax Risks			31
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS				33
USE OF PROCEEDS				34
PRICE RANGE OF COMMON SHARES				35
DISTRIBUTION POLICY				36
CAPITALIZATION				37
SELECTED FINANCIAL DATA				38
	Non-GAAP Financial Measures			42
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS				43
	Overview			43
	Summary of Critical Accounting Policies and Estimates			43
	Results of Operations			45
	Impact of Recent Hurricanes			53
	Same-Store Facility Results			53
	Cash Flows			55
	Liquidity and Capital Resources			56
	Off-Balance Sheet Arrangements			58
	Quantitative and Qualitative Disclosures About Market Risk			58
	Inflation			59
OUR BUSINESS AND FACILITIES				60
	Our Company			60
	Developments Since Our IPO			61
	Our Competitive Advantages			65
	Our Business and Growth Strategy			67
	Investment and Market Selection Process			68
	The Self-Storage Industry			69
	Financing Strategy			70
	Our Facilities			71
	Outstanding Indebtedness			83
	Competition			86
	Environmental Matters			86
	Insurance			87
	Legal Proceedings			87
	Offices and Website			87
	Employees			87
MANAGEMENT				88
	Executive Officers and Trustees			88
	Promoters			90
	Corporate Governance Profile			90
	Committees of the Board of Trustees			91
	Compensation of Trustees			92
	Compensation Committee Interlocks and Insider Participation			92
	Executive Compensation			93
	Employment and Noncompetition Agreements			94
	Equity and Benefit Plans			96
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS				100
	Formation Transactions			100
	Post-Formation Transactions			103
STRUCTURE AND FORMATION OF OUR COMPANY				106
	Our Operating Entities			106
	Formation Transactions and Our Recent Formation as a REIT			106
	Cost of Recent Acquisitions			107
STRUCTURE AND DESCRIPTION OF OPERATING PARTNERSHIP				108
	Management			108
	Management Liability and Indemnification			108
	Fiduciary Responsibilities			108

i

---

Table of Contents

	Transfers			109
	Distributions			110
	Allocation of Net Income and Net Loss			110
	Redemption			110
	Issuance of Additional Partnership Interests			111
	Preemptive Rights			112
	Amendment of Partnership Agreement			112
	Tax Matters			113
	Term			113
INVESTMENT POLICIES AND POLICIES WITH RESPECT TO CERTAIN ACTIVITIES				114
	Investments in Real Estate or Interests in Real Estate			114
	Investments in Mortgages			114
	Investments in Securities of or Interests in Persons Primarily Engaged in Real Estate Activities and Other Issuers			115
	Dispositions			115
	Financing Policies			115
	Lending Policies			116
	Equity Capital Policies			116
	Conflict of Interest Policy			116
	Reporting Policies			117
PRINCIPAL SHAREHOLDERS				118
DESCRIPTION OF SHARES				121
	General			121
	Voting Rights of Common Shares			121
	Dividends, Distributions, Liquidation and Other Rights			121
	Power to Reclassify Shares and Issue Additional Common Shares or Preferred Shares			122
	Restrictions on Ownership and Transfer			122
	Transfer Agent and Registrar			124
	Certain Provisions of Maryland Law and Our Declaration of Trust and Bylaws			124
SHARES ELIGIBLE FOR FUTURE SALE				129
	Rule 144			129
	Registration Rights			129
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS				131
	Taxation and Qualification of Our Company as a REIT			132
	Failure to Qualify as a REIT			143
	Tax Aspects of Our Ownership of Interests in the Operating Partnership and other Partnerships and Limited Liability Companies			143
	Federal Income Tax Considerations for Holders of Our Common Shares			145
	U.S. Taxation of Taxable U.S. Shareholders Generally			146
	U.S. Taxation of Tax-Exempt Shareholders			148
	U.S. Taxation of Non-U.S. Shareholders			149
	Information Reporting and Backup Withholding Tax Applicable to Shareholders			151
	Other Tax Consequences			152
	Sunset of Reduced Tax Rate Provisions			153
	Tax Shelter Reporting			153
UNDERWRITING				154
	Commissions and Expenses			154
	Underwriting			154
	Option to Purchase Additional Shares			154
	Lock-Up Agreements			155
	Indemnification			155
	Stabilization, Short Positions and Penalty Bids			155
	Electronic Distribution			156
	Stamp Taxes			156
	Relationships			156
LEGAL MATTERS				157
EXPERTS				157
WHERE YOU CAN FIND MORE INFORMATION				157
INDEX TO FINANCIAL STATEMENTS				F-1

ii

---

Table of Contents

1

---

Table of Contents

2

---

Table of Contents

3

---

Table of Contents

4

---

Table of Contents

5

---

Table of Contents

6

---

Table of Contents

7

---

Table of Contents

8

---

Table of Contents

9

---

Table of Contents

10

---

Table of Contents

11

---

Table of Contents

12

---

Table of Contents

13

---

Table of Contents

14

---

Table of Contents

15

---

Table of Contents

16

---

Table of Contents

17

---

Table of Contents

18

---

Table of Contents

	•	changes in the national, regional and local economic climate;
	•	hurricanes and other natural disasters that could damage our facilities, cause service interruptions and result in uninsured damages;
	•	local or regional oversupply, increased competition or reduction in demand for self-storage space;
	•	inability to collect rent from customers;
	•	inability to finance facility acquisitions, capital improvements and development on favorable terms;
	•	increased operating costs, including maintenance, insurance premiums and real estate taxes;
	•	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.

19

---

Table of Contents

20

---

Table of Contents

	•	requiring us to use a substantial portion of our cash flow from operations to pay interest, which reduces the amount available for distributions;
	•	making us more vulnerable to economic and industry downturns and reducing our flexibility in responding to changing business and economic conditions; and
	•	limiting our ability to borrow more money for operating or capital needs or to finance acquisitions in the future.

21

---

Table of Contents

22

---

Table of Contents

23

---

Table of Contents

24

---

Table of Contents

	•	discourage a tender offer or other transactions or a change in management or control that might involve a premium price for our shares or otherwise be in the best interests of our shareholders; or
	•	compel a shareholder who has acquired our shares in excess of these ownership limitations to dispose of the additional shares and, as a result, to forfeit the benefits of owning the additional shares. Any acquisition of our common shares in violation of these ownership restrictions will be void ab initio and will result in automatic transfers of our common shares to a charitable trust, which will be responsible for selling the common shares to permitted transferees and distributing at least a portion of the proceeds to the prohibited transferees.

25

---

Table of Contents

26

---

Table of Contents

	•	“business combination moratorium/fair price” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter imposes stringent fair price and super-majority shareholder voting requirements on these combinations; and
	•	“control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares” from a party other than the issuer) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two thirds of all the votes entitled to be cast on the matter, excluding all interested shares, and are subject to redemption in certain circumstances.

27

---

Table of Contents

28

---

Table of Contents

	•	our operating performance and the performance of other similar companies;
	•	actual or anticipated differences in our quarterly operating results;

29

---

Table of Contents

	•	adverse market reaction to any future increased indebtedness;
	•	changes in our revenues or earnings estimates or recommendations by securities analysts;
	•	publication of research reports about us or our industry by securities analysts;
	•	additions and departures of key personnel;
	•	changes in market interest rates;
	•	strategic decisions by us or our competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy;
	•	the passage of legislation or other regulatory developments that adversely affect us or our industry;
	•	speculation in the press or investment community;
	•	actions by institutional shareholders or hedge funds;
	•	changes in accounting principles;
	•	terrorist acts; and
	•	general market conditions, including factors unrelated to our performance.

30

---

Table of Contents

	•	cash available for distribution;
	•	our results of operations;
	•	our financial condition, especially in relation to our anticipated future capital needs of our facilities;
	•	the distribution requirements for REITs under the Code;
	•	our operating expenses; and
	•	other factors our board of trustees deems relevant.

31

---

Table of Contents

32

---

Table of Contents

	•	national and local economic, business, real estate and other market conditions;
	•	the competitive environment in which we operate;
	•	the execution of our business plan;
	•	financing risks;
	•	increases in interest rates and operating costs;
	•	our ability to maintain our status as a REIT for federal income tax purposes;
	•	acquisition and development risks;
	•	changes in real estate and zoning laws or regulations;
	•	risks related to natural disasters;
	•	potential environmental and other liabilities; and
	•	other factors affecting the real estate industry generally or the self-storage industry in particular.

33

---

Table of Contents

	•	$120.0 million to repay the outstanding balance under our revolving credit facility;
	•	$70.0 million to be used as cash consideration for the Pending Acquisitions (or to repay any additional amounts drawn under our revolving credit facility to fund one or more of the Pending Acquisitions, if they occur prior to the closing of this offering);
	•	$40.2 million to repay outstanding mortgage loans secured by 37 of our facilities; and
	•	approximately $99.1 million for the acquisition and development of additional self-storage facilities, budgeted capital improvements and general corporate purposes.

34

---

Table of Contents

										Dividend Per
		High				Low				Share
2004
Fourth quarter (October 22 through December 31)		$	17.77			$	16.40			$	0.2009
2005
First quarter		$	17.58			$	15.90			$	0.28
Second quarter		$	19.99			$	16.64			$	0.28
Third quarter		$	22.13			$	18.82				(1	)

(1)	On August 24, 2005, our board of trustees declared a dividend of $0.28 per common share, payable on October 24, 2005 to holders of record as of October 10, 2005.

35

---

Table of Contents

	•	cash available for distribution;
	•	our results of operations;
	•	our debt service requirements;
	•	our financial condition, especially in relation to our anticipated future capital needs of our facilities;
	•	our taxable income;
	•	the distribution requirements for REITs under the Code;
	•	our operating expenses; and
	•	other factors our board of trustees deems relevant.

36

---

Table of Contents

			June 30, 2005
			Historical				As Adjusted
			($ in thousands)
Loans payable			$	489,372			$	681,457
Minority interest				17,275				65,434
Shareholders’ equity
	Common shares, $0.01 par value, 200,000,000 shares authorized, 37,345,162 shares issued and outstanding historical and 54,445,162 shares issued and outstanding as adjusted(1)			373				544
	Preferred shares, $0.01 par value, 40,000,000 shares authorized, no shares issued and outstanding			—				—
Additional paid in capital				396,932				739,402
Accumulated deficit				(54,564	)			(54,564	)
Unearned share grant compensation				(82	)			(82	)
Total shareholders’ equity				342,659				685,300
Total capitalization			$	849,306			$	1,432,191

(1)

As adjusted outstanding common shares excludes (i) 2,565,000 shares issuable upon exercise of the underwriters’ option, (ii) 935,000 shares issuable upon exercise in full of options granted under our equity incentive plan, (iii) 1,897,810 additional shares that may be issued in the future under our equity incentive plan, (iv) 146,875 shares issuable to certain members of our management team in satisfaction of grants of deferred shares made under our equity incentive plan concurrently with the closing of our IPO, and (v) 5,198,855 shares reserved for issuance with respect to units of our operating partnership that may, subject to limitations in the partnership agreement, be redeemed for cash or, at our option, our common shares on a one-for-one basis.

37

---

Table of Contents

												The
				The Company								Predecessor				The Company								The Predecessor
																				Period				Period
												Six Months								October 21,				January 1,
				Six Months Ended								Ended				Year Ended				through				through				Year Ended December 31,
				June 30,								June 30,				December 31,				December 31,				October 20,
				Pro Forma				Historical				Historical(1)				Pro Forma				Historical				Historical(1)				Historical(1)
				2005				2005				2004				2004				2004				2004				2003				2002				2001				2000
				(Dollars in thousands, except per share data)
Statements of Operation Data:
Revenues:
	Rental income			$	81,729			$	59,077			$	39,752			$	158,877			$	21,314			$	65,631			$	76,898			$	72,719			$	59,120			$	49,992
	Other property related income				5,483				4,422				1,979				10,477				1,452				3,211				3,916				3,866				3,156				3,098
		Total revenues			87,212				63,499				41,731				169,354				22,766				68,842				80,814				76,585				62,276				53,090
Operating expenses:
	Property operating expenses				32,337				22,810				15,685				67,117				9,635				26,031				28,096				26,075				20,977				17,580
	Depreciation				25,107				16,765				9,987				51,057				5,800				16,528				19,494				19,656				14,168				12,786
	General and administrative/ management fees to related party(2)				6,481				6,254				2,240				12,578				4,254				3,689				4,361				4,115				3,358				2,836
		Total operating expenses			63,925				45,829				27,912				130,752				19,689				46,248				51,951				49,846				38,503				33,202
Operating income					23,287				17,670				13,819				38,602				3,077				22,594				28,863				26,739				23,773				19,888
Interest expense					(19,537	)			(12,949	)			(9,740	)			(39,940	)			(4,428	)			(19,385	)			(15,128	)			(15,944	)			(13,430	)			(11,514	)
Loan procurement amortization expense and other					(920	)			(744	)			(2,218	)			(1,139	)			(281	)			(5,658	)			(1,003	)			(1,079	)			(1,182	)			(898	)
Early extinguishment of debt					—				—				—				—				(7,012	)			—				—				—				—				—

38

---

Table of Contents

											The
			The Company								Predecessor				The Company								The Predecessor
																			Period				Period
											Six Months								October 21,				January 1,
			Six Months Ended								Ended				Year Ended				through				through				Year Ended December 31,
			June 30,								June 30,				December 31,				December 31,				October 20,
			Pro Forma				Historical				Historical(1)				Pro Forma				Historical				Historical(1)				Historical(1)
			2005				2005				2004				2004				2004				2004				2003				2002				2001				2000
			(Dollars in thousands, except per share data)
Costs incurred to acquire management company				—				—				—				(22,152	)			(22,152	)			—				—				—				—				—
Gain (loss) on sale of storage facilities				—				—				—				—				—				—				—				—				(2,459	)			448
Income (loss) from continuing operations before minority interest				2,830				3,977				1,861				(24,629	)			(30,796	)			(2,449	)			12,732				9,716				6,702				7,924
Minority interest				(247	)			(156	)			—				2,147				898				—				—				—				—				—
Income (loss) from continuing operations				2,583				3,821				1,861				(22,482	)			(29,898	)			(2,449	)			12,732				9,716				6,702				7,924
Discontinued operations:
	Income from operations			—				—				—				—				—				—				171				312				194				326
	Gain on sale of storage facilities			—				—				—				—				—				—				3,329				—				—				—
	Income from discontinued operations			—				—				—				—				—				—				3,500				312				194				326
Net income (loss)			$	2,583			$	3,821			$	1,861			$	(22,482	)		$	(29,898	)		$	(2,449	)		$	16,232			$	10,028			$	6,896			$	8,250
Net income (loss) per share (basic & diluted)(3)(4)			$	0.05			$	0.10							$	(0.41	)		$	(0.80	)
Weighted average basic common shares outstanding(3)(4)				54,577,920				37,477,920								54,577,920				37,477,920
Weighted average diluted shares outstanding(3)(4)				54,601,575				37,501,575								54,577,920				37,477,920
Balance Sheet Data (as of end of period):
Storage facilities, net			$	1,233,379			$	847,539			$	515,768							$	729,155							$	395,599			$	411,232			$	378,179			$	255,917
Total assets				1,462,866				879,613				538,811								775,874								412,219				421,400				392,016				268,307
Loans payable and capital lease obligations				681,547				489,462				552,112								380,652								271,945				270,413				242,184				148,149
Total liabilities				712,132				519,679				570,660								405,432								280,470				278,987				249,854				155,309
Minority interest				65,434				17,275				—								11,062								—				—				—				—
Owners’/shareholders’ equity (deficit)				685,300				342,659				(31,849	)							359,380								131,749				142,413				142,162				112,998
Total liabilities and owners’/shareholders’ equity				1,462,866				879,613				538,811								775,874								412,219				421,400				392,016				268,307
Other Data:
Net operating income				54,889				40,703				26,046			$	102,196				13,090			$	42,880				52,730				50,510				41,299				35,510
Funds from operations for the operating partnership				27,937				20,742				11,848				26,428				(24,996	)			14,079				32,604				29,885				23,812				20,717

39

---

Table of Contents

												The
				The Company								Predecessor				The Company								The Predecessor
																				Period				Period
												Six Months								October 21,				January 1,
				Six Months Ended								Ended				Year Ended				through				through				Year Ended December 31,
				June 30,								June 30,				December 31,				December 31,				October 20,
				Pro Forma				Historical				Historical(1)				Pro Forma				Historical				Historical(1)				Historical(1)
				2005				2005				2004				2004				2004				2004				2003				2002				2001				2000
				(Dollars in thousands, except per share data)
Number of facilities (end of period)					341				236				155								201				155				155				159				152				130
Total rentable square feet (end of period)					20,854,315				14,999,815				9,863,014								12,977,893				9,863,014				9,863,014				10,050,274				9,520,547				7,647,052
Occupancy (end of period)									84.0	%			85.5	%							82.2	%			85.2	%			82.6	%			79.2	%			78.6	%			80.9	%
Cash dividends declared per share(5)								$	0.56											$	0.2009
Cash Flow Data:
Net cash flow provided by (used in):
	Operating activities								21,468				16,994								9,415				25,523				34,227				31,642				23,570				22,304
	Investing activities								(122,789	)			(2,788	)							(229,075	)			(5,114	)			(2,507	)			(33,212	)			(127,683	)			(654	)
	Financing activities								78,644				(18,637	)							246,078				(25,845	)			(25,729	)			(818	)			105,049				(21,172	)
Reconciliation of Net Income (Loss) to FFO:
Net income (loss)(6)				$	2,583			$	3,821			$	1,861			$	(22,482	)		$	(29,898	)		$	(2,449	)		$	16,232			$	10,028			$	6,896			$	8,250
Plus:
	Depreciation				25,107				16,765				9,987				51,057				5,800				16,528				19,494				19,656				14,168				12,786
	Minority interest				247				156				—				(2,147	)			(898	)			—				—				—				—				—
	Depreciation included in discontinued operations				—				—				—				—				—				—				207				201				289				129
	Loss on sale of storage facilities				—				—				—				—				—				—				—				—				2,459				—
Less:
	Gain on sale of storage facilities				—				—				—				—				—				—				(3,329	)			—				—				(448	)
FFO for the operating partnership					27,937				20,742			$	11,848				26,428				(24,996	)		$	14,079			$	32,604			$	29,885			$	23,812			$	20,717
FFO allocable to minority interest					2,435				838								2,303				(733	)
FFO attributable to common shareholders				$	25,502			$	19,904							$	24,125			$	(24,263	)
Reconciliation of Net Income (Loss) to Net Operating Income:
Net Income (loss)(6)				$	2,583			$	3,821			$	1,861			$	(22,482	)		$	(29,898	)		$	(2,449	)		$	16,232			$	10,028			$	6,896			$	8,250
	Plus:
		Interest expense			19,537				12,949				9,740				39,940				4,428				19,385				15,128				15,944				13,430				11,514
		Loan procurement amortization expense			934				758				2,218				1,098				240				5,727				1,015				1,079				1,182				898
		Minority interest			247				156				—				(2,147	)			(898	)			—				—				—				—				—
		Early extinguishment of debt			—				—				—				—				7,012				—				—				—				—				—

40

---

Table of Contents

												The
				The Company								Predecessor				The Company								The Predecessor
																				Period				Period
												Six Months								October 21,				January 1,
				Six Months Ended								Ended				Year Ended				through				through				Year Ended December 31,
				June 30,								June 30,				December 31,				December 31,				October 20,
				Pro Forma				Historical				Historical(1)				Pro Forma				Historical				Historical(1)				Historical(1)
				2005				2005				2004				2004				2004				2004				2003				2002				2001				2000
				(Dollars in thousands, except per share data)
		Costs incurred to acquire management company			—				—				—				22,152				22,152				—				—				—				—				—
		(Gain) loss on sale of storage facilities			—				—				—				—				—				—				—				—				2,459				(448	)
	Less:
		Income from discontinued operations			—				—				—				—				—				—				(171	)			(312	)			(194	)			(326	)
		Gain on sale of storage facilities			—				—				—				—				—				—				(3,329	)			—				—				—
Operating income					23,301				17,684				13,819				38,561				3,036				22,663				28,875				26,739				23,773				19,888
	Plus:
		Management fees to related party/general and administrative(2)			6,481				6,254				2,240				12,578				4,254				3,689				4,361				4,115				3,358				2,836
		Depreciation			25,107				16,765				9,987				51,057				5,800				16,528				19,494				19,656				14,168				12,786
Net operating income				$	54,889			$	40,703			$	26,046			$	102,196			$	13,090			$	42,880			$	52,730			$	50,510			$	41,299			$	35,510

(1)	Represents historical financial data of our operating partnership, including three additional facilities acquired by our operating partnership from certain of the Amsdell Entities in connection with our IPO. See Note 1 to the financial statements on page F-26.
(2)	Management fees to related party were historically paid to U-Store-It Mini Warehouse Co., the prior manager of our self-storage facilities that was acquired at the time of our IPO.
(3)	Pro forma basic earnings per share is computed assuming the offering was consummated as of January 1, 2004 and equals pro forma net income divided by the pro forma number of our common shares outstanding, which amount (i) includes 37,345,162 shares outstanding currently, less 14,117 unearned shares granted to our trustees, (ii) includes 146,875 shares issuable to certain members of our management team in satisfaction of grants of deferred shares made under our equity incentive plan concurrently with the closing of our IPO, (iii) includes 17,100,000 shares expected to be issued in connection with this offering, and (iv) excludes 2,565,000 shares issuable upon exercise of the underwriters’ option. Pro forma diluted earnings per share includes 23,655 incremental shares which are vested under option agreements.
(4)	Excludes 5,198,855 operating partnership units issued at our IPO and in connection with the acquisition of facilities subsequent to the IPO. Operating partnership units have been excluded from the earnings per share calculations as there would be no effect on the earnings per share since, upon conversion, the minority interests’ share of income would also be added back to net income.
(5)	Our board of trustees declared a pro rata dividend of $0.2009 per common share on November 16, 2004 and full quarterly dividends of $0.28 per common share on February 22, 2005 and May 31, 2005.
(6)	For the period from October 21, 2004 through December 31, 2004, amount includes a one-time management contract termination charge of approximately $22.2 million related to the termination of our management contracts as a result of the purchase of U-Store-It Mini Warehouse Co. and approximately $7.0 million of expenses related to the early extinguishment of debt at the time of our IPO. Additionally, for the period from October 21, 2004 through December 31, 2004, general and administrative expense includes a one-time compensation charge of approximately $2.4 million for deferred shares granted to certain members of our senior management team in connection with our IPO.

41

---

Table of Contents

	Funds from Operations

	NOI

	•	it is one of the primary measures used by our management and our facility managers to evaluate the economic productivity of our facilities, including our ability to lease our facilities, increase pricing and occupancy and control our property operating expenses;
	•	it is widely used in the real estate industry and the self-storage industry to measure the performance of real estate assets without regard to various items included in net income that do not relate to or are not indicative of operating performance, such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets; and
	•	we believe it helps our investors to meaningfully compare the results of our operating performance from period to period by removing the impact of our capital structure (primarily interest expense on our outstanding indebtedness) and depreciation of our basis in our assets from our operating results.

42

---

Table of Contents

43

---

Table of Contents

	Basis of Presentation

	Self-Storage Facilities

44

---

Table of Contents

	Revenue Recognition

	Share Options

	Recent Accounting Pronouncements

	Comparison of the Three and Six Months Ended June 30, 2005 to the Three and Six Months Ended June 30, 2004

	Acquisition, Disposition and Development Activities

	•	Acquisition of Option Facility. On January 5, 2005, we purchased the San Bernardino VII, California facility from Rising Tide Development (a related party) for approximately $7.3 million, consisting of $3.8 million in cash (which cash was used to pay off mortgage indebtedness secured by the facility) and $3.5 million in units in the operating partnership.

45

---

Table of Contents

	•	Acquisition of Gaithersburg, MD Facility. On January 14, 2005, we acquired one self-storage facility in Gaithersburg, Maryland for a purchase price of approximately $10.7 million, consisting of $4.3 million in cash and the assumption of $6.4 million of indebtedness. For accounting purposes, the purchase price was adjusted during the second quarter of 2005 to $11.8 million, primarily due to the fair market value adjustment for debt.
	•	Acquisition of Ford Storage Portfolio. On March 1, 2005, we acquired five self-storage facilities, located in central Connecticut, from Ford Storage for an aggregate purchase price of $15.5 million.
	•	Acquisition of A-1 Self Storage Portfolio. On March 15, 2005, we acquired five self-storage properties, located in Connecticut, from A-1 Self Storage for an aggregate purchase price of approximately $21.7 million. We now operate two of these facilities as one facility. On May 5, 2005, we acquired an additional self-storage facility from A-1 Self Storage for approximately $6.4 million in cash. The facility contains approximately 30,000 rentable square feet and is located in New York.
	•	Acquisition of Option Facilities. On March 18, 2005, we purchased the Orlando II, Florida and the Boynton Beach II, Florida facilities from Rising Tide Development (a related party) for consideration of $11.8 million, consisting of $6.8 million in cash (which cash was used to pay off mortgage indebtedness secured by the facilities) and $5.0 million in units of the operating partnership. An adjustment to the purchase price was finalized during the second quarter of 2005, resulting in a revised purchase price of approximately $10.1 million, which consisted of $6.8 million in cash and $3.3 million in units of the operating partnership after a price reduction of $1.7 million in May 2005.
	•	Acquisition of Liberty Self-Stor Portfolio. On April 5, 2005, we acquired 18 self-storage facilities from Liberty Self-Stor Ltd., a subsidiary of Liberty Self-Stor, Inc., for an aggregate purchase price of $34.0 million. The facilities total approximately 926,000 rentable square feet and are located in Ohio and New York.
	•	Acquisition of Frisco I & II, TX and Ocoee, FL Facilities. In April 2005, we acquired three self-storage facilities from two parties for an aggregate purchase price of approximately $14.9 million. These facilities total approximately 199,000 rentable square feet and are located in Texas (2 facilities) and Florida (1 facility).
	•	Acquisition of Extra Closet Facilities. On May 24, 2005, we acquired two facilities from Extra Closet for an aggregate purchase price of approximately $6.8 million. These facilities total approximately 99,000 rentable square feet and are located in Illinois.
	•	Disposition of Liberty Self-Stor Facility. On June 15, 2005, we sold one facility (purchased as part of the Liberty Self-Stor portfolio acquisition) for approximately $0.6 million, which approximated book value. Revenues and the related results for operations, for the property sold, were insignificant to our total revenues and related results of operations for the quarter ended June 30, 2005.

		Number of Self-
		Storage Facilities
Balance — December 31, 2004			201
Facilities acquired			38
Facilities consolidated(1)			(2	)
Facilities sold			(1	)
Balance — June 30, 2005			236

(1)	We operate two of the facilities owned as of December 31, 2004 as one facility and two of the facilities acquired in March 2005 as one facility.

46

---

Table of Contents

				Three Months Ended								Six Months Ended
				June 30,								June 30,
				2005				2004				2005				2004
				($ in thousands)
REVENUES:
	Rental income			$	31,480			$	20,261			$	59,077			$	39,752
	Other property related income				2,304				946				4,422				1,979
		Total revenues			33,784				21,207				63,499				41,731
OPERATING EXPENSES:
	Property operating expenses				12,014				7,987				22,810				15,685
	Depreciation				8,744				5,259				16,765				9,987
	General and administrative				3,229				—				6,254				—
	Management fees — related party				—				1,138				—				2,240
		Total operating expenses			23,987				14,384				45,829				27,912
OPERATING INCOME					9,797				6,823				17,670				13,819
OTHER INCOME (EXPENSE):
	Interest expense				(7,142	)			(6,001	)			(12,949	)			(9,740	)
	Loan procurement amortization expense				(385	)			(2,045	)			(758	)			(2,218	)
	Other				30				—				14				—
		Total other expense			(7,497	)			(8,046	)			(13,693	)			(11,958	)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST				$	2,300			$	(1,223	)		$	3,977			$	1,861

	Comparison of Operating Results for the Three Months Ended June 30, 2005 and 2004

	Total Revenues

	Total Operating Expenses

47

---

Table of Contents

	Comparison of Operating Results for the Six Months Ended June 30, 2005 and 2004

	Total Revenues

	Total Operating Expenses

48

---

Table of Contents

	Comparison of Operating Results for the Years Ended December 31, 2004 and 2003

	Acquisition and Development Activities

49

---

Table of Contents

				Year Ended
				December 31,
				2004(1)				2003
				($ in thousands)
REVENUES:
	Rental income			$	86,945			$	76,898
	Other property related income				4,663				3,916
		Total revenues			91,608				80,814
OPERATING EXPENSES:
	Property operating expenses				35,666				28,096
	Depreciation				22,328				19,494
	General and administrative				4,254				—
	Management fees — related party				3,689				4,361
		Total operating expenses			65,937				51,951
OPERATING INCOME					25,671				28,863
OTHER INCOME (EXPENSE):
	Interest expense				(23,813	)			(15,128	)
	Loan procurement amortization expense				(5,967	)			(1,015	)
	Early extinguishment of debt				(7,012	)			—
	Cost incurred to acquire management company				(22,152	)			—
	Other				28				12
		Total other expense			(58,916	)			(16,131	)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST				$	(33,245	)		$	12,732

(1)

The twelve months ended December 31, 2004 represents consolidated operating results for the Company from October 21, 2004 to December 31, 2004 and combined operating results for the Predecessor from January 1, 2004 to October 20, 2004. The operating results for the year ended December 31, 2004 are not comparable to future expected operating results of the Company since they include various IPO-related charges.

	Comparison of Operating Results for the Years Ended December 31, 2004 and 2003 (Not including discontinued operations)

	Total Revenues

	Total Operating Expenses

50

---

Table of Contents

	Comparison of Operating Results for the Years Ended December 31, 2003 and 2002

	Acquisition and Development Activities

51

---

Table of Contents

				Year Ended
				December 31,
				2003				2002
				($ in thousands)
REVENUES:
	Rental income			$	76,898			$	72,719
	Other property related income				3,916				3,866
		Total revenues			80,814				76,585
OPERATING EXPENSES:
	Property operating expenses				28,096				26,075
	Depreciation				19,494				19,656
	Management fees — related party				4,361				4,115
		Total operating expenses			51,951				49,846
OPERATING INCOME					28,863				26,739
OTHER INCOME (EXPENSE):
	Interest expense				(15,128	)			(15,944	)
	Loan procurement amortization expense				(1,015	)			(1,079	)
	Other				12				—
		Total other expense			(16,131	)			(17,023	)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST				$	12,732			$	9,716

	Comparison of Operating Results for the Years Ended December 31, 2003 and 2002 (Not including discontinued operations)

	Total Revenues

	Total Operating Expenses

52

---

Table of Contents

		Three Months Ended												Six Months Ended
		June 30,												June 30,
										Percent												Percent
		2005				2004				Change				2005				2004				Change
		($ in thousands)
Same-store revenues		$	22,650			$	21,207				6.8	%		$	44,445			$	41,731				6.5	%
Same-store property operating expenses			7,389				7,987				(7.5	)%			15,145				15,685				(3.4	)%
Non same-store revenues			11,134				—								19,054				—
Non same-store property operating expenses			4,625				—								7,665				—
Total revenues			33,784				21,207								63,499				41,731
Total property operating expenses			12,014				7,987								22,810				15,685
Number of facilities included in same-store analysis			154												154

		Year Ended												Year Ended
		December 31,												December 31,
										Percent												Percent
		2004				2003				Change				2003				2002				Change
		($ in thousands)
Same-store revenues		$	79,403			$	74,661				6.4	%		$	60,958			$	59,300				2.8	%
Same-store property operating expenses			29,085				25,410				14.5	%			20,657				19,589				5.5	%
Non same-store revenues			12,205				6,153								19,856				17,285
Non same-store property operating expenses			6,581				2,686								7,439				6,486
Total revenues			91,608				80,814								80,814				76,585
Total property operating expenses			35,666				28,096								28,096				26,075
Number of facilities included in same-store analysis			142												121

53

---

Table of Contents

	Comparison of the Same-Store Results for the Three Months Ended June 30, 2005 and 2004

	Comparison of the Same-Store Results for the Six Months Ended June 30, 2005 and 2004

	Comparison of the Same-Store Results for the Years Ended December 31, 2004 and 2003

	Comparison of the Same-Store Results for the Years Ended December 31, 2003 and 2002

54

---

Table of Contents

		Six Months Ended
		June 30,
										Increase
		2005				2004				(Decrease)
		($ in thousands)
Net cash provided by (used in):
Operating activities		$	21,468			$	16,994			$	4,474
Investing activities		$	(122,789	)		$	(2,788	)		$	(120,001	)
Financing activities		$	78,644			$	(18,637	)		$	97,281

	Comparison of Cash Flows for the Six Months Ended June 30, 2005 and 2004

	Comparison of Cash Flows for the Years Ended December 31, 2004 and 2003

		Year Ended
		December 31,
										Increase
		2004				2003				(Decrease)
		($ in thousands)
Net cash provided by (used in):
Operating activities		$	34,938			$	34,227			$	711
Investing activities		$	(234,189	)		$	(2,507	)		$	(231,682	)
Financing activities		$	220,233			$	(25,729	)		$	245,962

55

---

Table of Contents

	Comparison of Cash Flows for the Years Ended December 31, 2003 and 2002

		Year Ended
		December 31,
										Increase
		2003				2002				(Decrease)
		($ in thousands)
Net cash provided by (used in):
Operating activities		$	34,227			$	31,642			$	2,585
Investing activities		$	(2,507	)		$	(33,212	)		$	(30,705	)
Financing activities		$	(25,729	)		$	(818	)		$	(24,911	)

	•	Maximum total indebtedness to total asset value of 65%;
	•	Minimum interest coverage ratio of 2.0:1;
	•	Minimum fixed charge coverage ratio of 1.7:1; and
	•	Minimum tangible net worth of $400.0 million.

56

---

Table of Contents

57

---

Table of Contents

	Contractual Obligations

		Payments Due by Period
						Less Than												More Than
Contractual Obligations		Total				1 Year				1-3 Years				3-5 Years				5 Years
Loans Payable		$	489,372			$	1,573			$	213,379			$	98,606			$	175,814
Contractual Capital Lease Obligations			90				19				71				—				—
Ground Leases and Third Party Office Lease			746				78				298				126				244
Related Party Office Lease			3,280				153				662				663				1,802
Employment Contracts			2,750				550				2,200				—				—
Total		$	496,238			$	2,373			$	216,610			$	99,395			$	177,860

	Effect of Changes in Interest Rates on our Outstanding Debt

58

---

Table of Contents

59

---

Table of Contents

60

---

Table of Contents

	Acquisitions Completed Through July 31, 2005

																							Number of Facilities
							Total												Total
							Rentable												Number				Top Targeted Markets																																								Purchase
			Acquisition				Square				Number				July 31, 2005				of																																								Other				Price
Facility/Portfolio			Closing				Feet				of Units				Occupancy(1)				Facilities				IL				OH				TX				CA				FL				CT				CO				NY				NJ				States				(000’s)
National Self Storage Portfolio				July 2005				3,742,582				32,939				86.1%				70				—				—				15				11				—				—				5				—				—				39			$	212,000
Metro Storage Portfolio				October 2004				2,600,958				22,901				78.3%				42				24				4				—				—				4				—				—				—				—				10				184,000
Liberty Self-Stor Portfolio(2)				April 2005				908,609				7,022				79.7%				17				—				14				—				—				—				—				—				3				—				—				33,400
Individual Facility and Small Portfolio Acquisitions:
	Ford Storage Portfolio			March 2005				257,656				1,642				80.4%				5				—				—				—				—				—				5				—				—				—				—				15,500
	A-1 Self Storage Portfolio(3)			March/May 2005				231,457				2,256				90.3%				5				—				—				—				—				—				4				—				1				—				—				28,100
	Extra Closet Facilities			May 2005				99,178				750				87.1%				2				2				—				—				—				—				—				—				—				—				—				6,800
	Dania Beach, FL			November 2004				264,375				1,928				79.9%				1				—				—				—				—				1				—				—				—				—				—				13,900
	Frisco I, TX			April 2005				51,079				447				83.1%				1				—				—				1				—				—				—				—				—				—				—				5,700
	Frisco II, TX			April 2005				71,539				514				89.1%				1				—				—				1				—				—				—				—				—				—				—				4,200
	Ocoee, FL			April 2005				76,258				665				97.6%				1				—				—				—				—				1				—				—				—				—				—				4,950
	Bradenton II, FL			October 2004				88,103				904				86.0%				1				—				—				—				—				1				—				—				—				—				—				7,450
	West Palm Beach II, FL			October 2004				93,915				913				97.8%				1				—				—				—				—				1				—				—				—				—				—				10,750
	Clifton, NJ			July 2005				105,625				1,014				87.6%				1				—				—				—				—				—				—				—				—				1				—				16,800
	Gaithersburg, MD			January 2005				87,170				798				80.2%				1				—				—				—				—				—				—				—				—				—				1				10,700
	California, MD			November 2004				67,528				722				89.6%				1				—				—				—				—				—				—				—				—				—				1				5,700
	Tempe, AZ			July 2005				53,525				408				85.0%				1				—				—				—				—				—				—				—				—				—				1				2,900
Option Facilities:
	San Bernardino VII, CA			January 2005				83,756				636				78.6%				1				—				—				—				1				—				—				—				—				—				—				7,300
	Orlando II, FL			March 2005				92,944				788				94.8%				1				—				—				—				—				1				—				—				—				—				—				6,100
	Boynton Beach II, FL			March 2005				62,276				609				92.7%				1				—				—				—				—				1				—				—				—				—				—				4,000
Total Completed Acquisitions								9,038,533				77,856				83.3%				154				26				18				17				12				10				9				5				4				1				52			$	580,250

(1)	Represents occupied square feet divided by total rentable square feet, as of July 31, 2005.
(2)	Information excludes the one facility from this portfolio subsequently sold by us in June 2005.
(3)	The acquisition of four of the facilities from A-1 Self Storage was completed in March 2005, and the final facility was acquired in May 2005.

61

---

Table of Contents

	•	Acquisition of National Self Storage Portfolio. On July 26, 2005, we completed the acquisition of 70 self-storage facilities from National Self Storage for an aggregate purchase price of approximately $212.0 million. The purchase price consisted of approximately $61.5 million of units in our operating partnership (consisting of approximately 8.6% of the units in our operating partnership as of July 31, 2005), the assumption of approximately $80.8 million of outstanding debt by our operating partnership, and approximately $69.7 million in cash. These facilities total approximately 3.7 million rentable square feet and includes self-storage facilities located in our existing markets in Southern California, Arizona and Tennessee and in new markets in Texas, Northern California, New Mexico, Colorado and Utah.
	•	Acquisition of Metro Storage Portfolio. On October 27, 2004, we acquired 42 self-storage facilities from Metro Storage LLC for an aggregate purchase price of $184.0 million. These facilities total approximately 2.6 million rentable square feet and are located in Illinois, Indiana, Florida, Ohio and Wisconsin.
	•	Acquisition of Liberty Self-Stor Portfolio. On April 5, 2005, we acquired 18 self-storage facilities from Liberty Self-Stor Ltd., a subsidiary of Liberty Self-Stor, Inc., for an aggregate purchase price of $34.0 million. These facilities total approximately 926,000 rentable square feet and are located in Ohio and New York. On June 15, 2005, we sold one of these facilities, containing approximately 17,000 rentable square feet, for approximately $0.6 million.
	•	Individual Facility and Small Portfolio Acquisitions.

	•	Acquisition of Ford Storage Portfolio. On March 1, 2005, we acquired five self-storage facilities from Ford Storage for an aggregate purchase price of $15.5 million. These facilities total approximately 258,000 rentable square feet and are located in central Connecticut.
	•	Acquisition of A-1 Self-Storage Portfolio. On March 15, 2005, we acquired five self-storage facilities from A-1 Self Storage for an aggregate purchase price of approximately $21.7 million. These facilities total approximately 201,000 rentable square feet and are located in Connecticut. We now operate two of these facilities as one facility. On May 5, 2005, we acquired an additional self-storage facility from A-1 Self Storage for approximately $6.4 million. This facility contains approximately 30,000 rentable square feet and is located in New York.
	•	Acquisition of Extra Closet Facilities. On May 24, 2005, we acquired two facilities from Extra Closet for an aggregate purchase price of approximately $6.8 million. These facilities total approximately 99,000 rentable square feet and are located in Illinois.
	•	Acquisition of Dania Beach, FL Facility. On November 1, 2004, we acquired one self-storage facility, located in Dania Beach, FL, for a purchase price of approximately $13.9 million. This facility contains approximately 264,000 rentable square feet.
	•	Acquisition of Frisco I & II, TX and Ocoee, FL Facilities. In April 2005, we acquired three self-storage facilities, two located in Frisco, TX and one in Ocoee, FL, for an aggregate purchase price of approximately $14.9 million. These facilities total approximately 199,000 rentable square feet.
	•	Acquisition of Bradenton II, FL and West Palm Beach II, FL Facilities. On October 28, 2004, we acquired two self-storage facilities, one located in Bradenton, FL and one in West Palm Beach, FL, for an aggregate purchase price of approximately $18.2 million. These facilities total approximately 182,000 rentable square feet.
	•	Acquisition of Clifton, NJ Facility. On July 15, 2005, we acquired one self-storage facility, located in Clifton, NJ, for a purchase price of $16.8 million. This facility contains approximately 106,000 rentable square feet.

62

---

Table of Contents

	•	Acquisition of Gaithersburg, MD Facility. On January 14, 2005, we acquired one self-storage facility, located in Gaithersburg, MD, for a purchase price of approximately $10.7 million, consisting of $4.3 million in cash and the assumption of $6.4 million of indebtedness. This facility contains approximately 87,000 rentable square feet.
	•	Acquisition of California, MD Facility. On November 1, 2004, we acquired one self-storage facility, located in California, MD, for a purchase price of approximately $5.7 million. This facility contains approximately 68,000 rentable square feet.
	•	Acquisition of Tempe, AZ Facility. On July 11, 2005, we acquired one self-storage facility, located in Tempe, AZ, for a purchase price of approximately $2.9 million. This facility contains approximately 54,000 rentable square feet.

	•	Acquisitions of Option Facilities.

	•	Acquisition of San Bernardino VII, CA Facility. On January 5, 2005, we purchased the San Bernardino VII, CA facility from Rising Tide Development pursuant to our option agreement. The purchase price was approximately $7.3 million, consisting of $3.8 million in cash (which cash was used to pay off mortgage indebtedness secured by the facility) and $3.5 million in units in our operating partnership. This facility contains approximately 84,000 rentable square feet.
	•	Acquisition of Orlando II, FL and Boynton Beach II, FL Facilities. On March 18, 2005, we purchased the Orlando II, FL and the Boynton Beach II, FL facilities from Rising Tide Development pursuant to our option agreement. The aggregate purchase price was approximately $10.1 million, consisting of $6.8 million in cash and $3.3 million in units in our operating partnership. These facilities total approximately 155,000 rentable square feet.

	Acquisitions Completed Since July 31, 2005

	Since July 31, 2005, we completed the acquisitions of 16 facilities totaling approximately 848,000 rentable square feet. The aggregate cost of these acquisitions was approximately $69.0 million. These acquisitions are discussed in further detail below.

	•	Acquisition of Elizabeth, NJ and Hoboken, NJ Facilities. On August 4, 2005, we acquired two self-storage facilities, one located in Elizabeth, NJ and one in Hoboken, NJ, for an aggregate purchase price of approximately $8.2 million. These facilities total approximately 74,000 rentable square feet.
	•	Acquisition of Colorado Portfolio. On September 22, 2005, we acquired seven self-storage facilities located in Colorado for an aggregate purchase price of $19.5 million. These facilities total approximately 317,000 rentable square feet.
	•	Acquisition of Miami, Florida Facilities. On September 27, 2005, we acquired two self-storage facilities located in Miami, Florida for an aggregate purchase price of $17.8 million. These facilities total approximately 151,000 rentable square feet.
	•	Acquisition of Pensacola, Florida Facility. On September 27, 2005, we acquired one self-storage facility located in Pensacola, Florida for a purchase price of approximately $7.9 million. This facility contains approximately 79,000 rentable square feet.
	•	Acquisition of Texas Portfolio. On September 27, 2005, we acquired four self-storage facilities located in Texas, for an aggregate purchase price of $15.6 million. These facilities total approximately 227,000 rentable square feet. We also have agreed to acquire an additional eight self-storage facilities, for an aggregate purchase price of approximately $46.2 million, from this seller as described below under “Developments Since Our IPO — Pending Acquisitions.”

	Pending Acquisitions

63

---

Table of Contents

														Number of
										Total				Facilities by
										Number				State
		Total Rentable				July 31, 2005				of												Purchase Price
Facility/Portfolio		Square Feet				Occupancy(1)				Facilities				TX				FL				($ in thousands)
Texas Portfolio(2)			562,249				46%				8				8				—			$	46,200
Dallas, TX Portfolio			461,775				90%				8				8				—				29,000
Jacksonville, FL Facility(3)			81,500				N/A				1				—				1				7,200
Total/ Weighted Average			1,105,524				66%				17				16				1			$	82,400

	(1)	Represents occupied square feet divided by total rentable square feet, as of July 31, 2005, as reported by the seller.
	(2)	Includes one facility currently under construction.
	(3)	Facility is currently under construction.

	•	Texas Portfolio. In July 2005, we entered into an agreement for the acquisition of 12 self-storage facilities located in Texas including one facility currently under construction, for an aggregate purchase price of approximately $61.8 million. As described above under “Developments Since Our IPO — Acquisitions Completed Since July 31, 2005,” we acquired four of these facilities, for an aggregate purchase price of $15.6 million, on September 27, 2005. We expect to acquire the remaining eight facilities, for an aggregate purchase price of approximately $46.2 million, during the first half of 2006. These eight facilities total approximately 562,000 rentable square feet and were 46% occupied as of July 31, 2005.
	•	Dallas, Texas Portfolio. In June 2005, we entered into an agreement for the acquisition of eight self-storage facilities located in Dallas, Texas for an aggregate purchase price of approximately $29.0 million, including the assumption of approximately $12.3 million of existing mortgage debt on five of these facilities. These facilities total approximately 462,000 rentable square feet and were 90% occupied as of July 31, 2005. We expect to acquire these facilities in October 2005, and may acquire one or more of these facilities prior to the closing of this offering.
	•	Jacksonville, Florida Facility. In January 2005, we entered into an agreement for the acquisition of one self-storage facility located in Jacksonville, Florida for a purchase price of approximately $7.2 million. This facility is currently under construction and is expected to contain approximately 82,000 rentable square feet. This acquisition is expected to close upon the completion of the facility, which is not expected to occur before December 2005.

	Completed Financings

	•	Revolving Credit Facility. On October 27, 2004, concurrently with the closing of our IPO, we and our operating partnership entered into a three-year, $150.0 million secured revolving credit facility

64

---

Table of Contents

		with Lehman Brothers Inc. and Wachovia Capital Markets, LLC, joint lead arrangers and joint bookrunners. The facility is scheduled to mature on October 27, 2007, with the option for us to extend the maturity date to October 27, 2008. Borrowings under the facility bear interest at a variable rate based upon a base rate or a Eurodollar rate plus, in each case, a spread depending on our leverage ratio. The credit facility is secured by certain of our self-storage facilities and requires that we maintain a minimum “borrowing base” of properties. We use this credit facility principally to finance the acquisition and development of self-storage facilities and for general working capital purposes.
	•	Lehman Brothers Fixed Rate Mortgage Loans. Also on October 27, 2004, and concurrently with the closing of our IPO, three of our subsidiaries entered into three separate fixed rate mortgage loans with an aggregate principal amount of approximately $270.0 million. The first mortgage loan, from Lehman Brothers Bank, FSB, is secured by 26 of our facilities, has an initial outstanding principal balance of $90.0 million, bears interest at 5.09% and matures in November 2009. The second mortgage loan, from Lehman Brothers Holdings, Inc., or “Lehman Capital,” is secured by 21 of our facilities, has an initial outstanding principal balance of $90.0 million, bears interest at 5.19% and matures in May 2010. The third mortgage loan, also from Lehman Capital, is secured by 18 of our facilities, has an initial outstanding principal balance of $90.0 million, bears interest at 5.33% and matures in January 2011. Each of these mortgage loans requires us to establish reserves relating to the mortgaged facilities for real estate taxes, insurance and capital spending.
	•	Additional Lehman Brothers Fixed Rate Mortgage Loan. On July 19, 2005, one of our subsidiaries entered into a fixed rate mortgage loan agreement with Lehman Brothers Bank, FSB, as the lender, in the principal amount of $80.0 million. The mortgage loan, which is secured by 24 of our self-storage facilities, bears interest at 5.13% and matures in August 2012. The mortgage loan will become immediately due and payable, and the lender will be entitled to interest on the unpaid principal sum at an increased rate, if any required payment is not paid on or prior to the date when due or on the happening of any other event of default. This mortgage loan requires the borrower to establish reserves relating to the mortgaged facilities for replacements, repairs, real estate taxes and insurance.
	•	LaSalle Bank Fixed Rate Mortgage Loan. On August 4, 2005, one of our subsidiaries entered into a fixed rate mortgage loan agreement with LaSalle Bank National Association, as the lender, in the principal amount of $80.0 million. The mortgage loan, which is secured by 28 of our self-storage facilities, bears interest at 4.96% and matures in September 2012. The mortgage loan will become immediately due and payable, and the lender will be entitled to interest on the unpaid principal sum at an increased rate, if any required payment is not paid on or prior to the date when due or on the happening of any other event of default. This mortgage loan requires the borrower to establish reserves relating to the mortgaged facilities for replacements, repairs, real estate taxes and insurance.

	•	Significant Scale and Scope — As of July 31, 2005, our portfolio of 308 facilities totaled approximately 18.9 million rentable square feet. Our scale and geographic scope have allowed us to compete effectively in the highly fragmented self-storage market, over 80% of which is owned by operators that individually have less than a 0.4% market share, based on rentable square footage, according to the Self-Storage Almanac. As a national owner and operator of self-storage facilities, we continually enhance our business by applying our management expertise and best practices developed across our portfolio to our local facilities. We also benefit from economies of scale and are able to

65

---

Table of Contents

		spread our fixed costs across a large base of facilities. In particular, the benefits include negotiating better terms for advertising, insurance and bulk purchasing of ancillary sales items. In addition, we have found it cost-effective to operate a national call center to complement the customer service provided by our on-site property managers. Economies of scale also have assisted us in marketing our “U-Store-It” brand, which we believe is one of the top brands in the industry, on a national basis. Additionally, our geographic diversification helps to mitigate risks associated with adverse operating conditions in any local or regional market.
	•	Integrated Platform with Operating, Development and Acquisition Expertise — We are an integrated self-storage real estate company, which means that we have in-house capabilities in the design, development, leasing, operation and acquisition of self-storage facilities. We also are one of the few self-storage companies with the experience and the capability to make property investments on a national scale through multiple methods — acquisitions of operating facilities, development of new facilities and redevelopment of underperforming facilities. Since 1997, we acquired 264 self-storage facilities containing an aggregate of approximately 15.6 million rentable square feet for a total purchase price of approximately $890 million, including 154 facilities (9.0 million rentable square feet) acquired since our IPO for a total purchase price of approximately $580 million. In addition, since 1997 we have developed 14 facilities containing an aggregate of approximately 900,000 rentable square feet at a total development cost of approximately $66 million. We believe that our expertise will enable us to continue to identify and complete acquisitions and developments that may enhance our cash flow and shareholder value.
	•	Focused Operating Philosophy — We focus on maintaining and improving profitability at each of our facilities by managing our pricing and occupancy, controlling our operating expenses and monitoring our operating results at the facility level. Each facility manager is empowered to use his or her local market knowledge to make pricing decisions, subject to certain pre-set guidelines and review by our district managers. We believe this decentralized approach to pricing allows us to respond quickly to opportunities to increase rents. Our on-site managers and call center representatives are carefully selected and extensively trained in customer service and marketing skills.
	•	High Quality Facilities Located in Targeted Growth Markets — We seek to offer high quality modern facilities and generally focus our acquisitions and developments in metropolitan areas that we consider to be growth markets. Within those metropolitan areas, we believe our facilities are well- located in submarkets with favorable three- to five-mile demographics and demand trends. In addition, since 1999, we spent a total of approximately $16.2 million expanding and improving our facilities. A total of 158, or approximately 51%, of our facilities include climate-controlled units, compared to the national average of 26%, according to the Self-Storage Almanac. As a result, we believe that our portfolio of facilities is among the most modern and well-located in the industry.
	•	Seasoned Management Team — Our senior management team has been working together to acquire, develop and operate self-storage facilities for more than ten years. Our top four executives, Robert J. Amsdell, Steven G. Osgood, Todd C. Amsdell and Tedd D. Towsley, have an average of approximately 23 years of real estate experience and have worked in the self-storage industry for an average of approximately 17 years. This experience enables us to capitalize on our industry relationships to identify attractive acquisition and development opportunities and continually improve our operating strategies. In addition, this management team was responsible for several key innovations that have contributed to our continued success, such as the implementation of a national call center, full benefit packages to our employees and the creation of the “Diamond Storage Alliance,” a network of self-storage operators designed to market self-storage to national commercial customers. After giving effect to this offering, our senior management team, together with Barry L. Amsdell and two related family trusts, will own approximately 17.4% of our common shares on a fully diluted basis. We believe that the significant equity ownership by our senior management team will continue to effectively align its interests with those of our other shareholders.

66

---

Table of Contents

	•	Maximize cash flow from our facilities — We seek to maximize cash flow from our facilities by increasing rents, increasing occupancy levels, controlling operating expenses and expanding and improving our facilities.

	•	Increasing rents — Our operating strategy focuses on achieving the highest sustainable rent levels at each of our facilities. Pricing strategies are established by our facility managers in consultation with their district managers. This flexibility at the local market level has allowed us to respond quickly to opportunities to increase rents. Our annual rent per occupied square foot has increased from an average of $9.13 in 2000 to $10.66 for the twelve months ended June 30, 2005, a 16.8% increase. We believe our practice of providing flexibility for facility managers to set rents is a significant contributing factor to this growth in annual rent per occupied square foot.
	•	Increasing occupancy levels — We focus on increasing occupancy levels at our newly developed, recently acquired or recently expanded facilities. We actively lease our facilities while maintaining and, where possible, increasing our pricing levels.
	•	Controlling operating expenses — We strive to strictly control our operating expenses. Our regional managers are focused on maximizing profitability at each of our facilities by controlling operating expenses. We also take advantage of economies of scale provided by our expanded platform of facilities to reduce certain property operating expenses such as insurance, advertising and cost of ancillary sales items.
	•	Expanding and improving our facilities — We continually analyze whether we can achieve attractive returns on investment in facility expansions and improvements. We seek to satisfy additional demand in certain of our markets by investing in expansions of our facilities which have reached near full occupancy. Additionally, where appropriate (based on physical design of the facility and our expectations regarding additional demand), we upgrade our facilities by adding such features as climate-controlled units, enhanced security systems and interior corridor access to units. Since 1999, we have completed expansions at 16 of our existing facilities totaling approximately $14 million of additional investment, adding an average of approximately 20,000 square feet of rental space at each expanded facility. These expansions have allowed us to capture additional demand, thereby increasing the income from our facilities, and these improvements have allowed us to charge higher rents, thereby enhancing our operating margins.

	•	Acquire facilities within our targeted markets — The self-storage industry in the United States is primarily composed of local operators that own single facilities. According to the Self-Storage Almanac, the top ten operators of self-storage facilities (which includes us) collectively own approximately 16% of the aggregate market share of self-storage space, based on rentable square footage, while the remaining approximately 84% is owned by operators that individually have less than a 0.4% market share. We believe the industry will continue to provide us with opportunities for future growth through consolidation due to this highly fragmented composition, the lack of sophistication among many operators, the economies of scale available to a real estate company with a significant number of self-storage facilities, and the difficulties smaller operators face in obtaining capital. We intend to continue to take advantage of these opportunities by utilizing our experience in identifying, evaluating and acquiring self-storage facilities. The experience of our management team and our history of actively acquiring self-storage facilities give us an advantage in identifying attractive potential acquisitions, as we are well-known within the self-storage brokerage community and are often approached directly by principals interested in selling their facilities. Furthermore, we believe that our ability to offer our operating partnership units as a form of acquisition consideration has helped us, and will continue to help us, pursue acquisitions from tax-sensitive private sellers through tax-deferred transactions. We intend to acquire additional facilities primarily in areas that we consider to be growth markets, such as California, Colorado, Florida, Georgia, Illinois, Texas and the Northeastern United States. We also have the option to purchase the option facilities, as described below under “— Our Facilities — Option Facilities,” on page 82.

67

---

Table of Contents

	•	Utilize our development expertise in selective new developments — We intend to use our development expertise and access to multiple financing sources to pursue new developments in areas where we have facilities and perceive there to be unmet demand. We believe that our expertise will enable us to mitigate development risks and identify opportunities with attractive potential returns. We expect to continually review internally and externally generated opportunities for new development within areas where we have facilities.
	•	Focus on expanding our commercial customer base — We intend to continue focusing on expanding the base of commercial customers that use our facilities for their storage and distribution needs. Our current commercial customers include many types of businesses, including pharmaceutical representatives, food purveyors and small business retailers. Commercial customers are attractive to us because they tend to rent larger units, stay for longer rental periods and are generally less sensitive to rent increases. According to the Self-Storage Almanac, commercial customers currently comprise approximately 20% of self-storage customers nationwide. Although it is difficult to accurately track all of our commercial customers because many business owners and commercial users rent units in the name of an individual, we currently estimate that approximately 15% or more of our revenues are derived from commercial customers. We believe that there are significant growth opportunities in this area as more businesses, such as those in the pharmaceutical and food product industries, begin to employ self-storage for their distribution logistics, favoring self-storage for its relatively low cost, ease of access, security, flexible lease terms, climate control features and proximity to their distribution destinations. Towards this end, we have developed, acquired and redeveloped our facilities with features specifically designed to accommodate commercial customers, including climate-controlled units and wider aisles and greater load-bearing capabilities for large truck access.
	•	Continue to grow ancillary revenues — We intend to continue to enhance the cash flow from our facilities by increasing the sales of products and services that complement our customers’ use of our self-storage facilities. These include the sale of packing supplies and locks, truck and moving equipment rentals and the referral of content insurance to some of our customers. We believe that as the utilization of and uses for self-storage facilities expand in the marketplace our ancillary business will continue to grow. We expect to continue to add additional products to our displays and to expand our display area for ancillary products and services. Our marketing efforts for our ancillary products include in-store signage and yellow page, print and internet advertising. Ancillary revenues generated by our same-store facilities increased from approximately $0.8 million in 2000 to $1.8 million for the twelve months ended June 30, 2005, a 125.0% increase.

	•	Targeted Markets — Our targeted markets include areas where we currently maintain management that can be extended to additional facilities, or where we believe that we can acquire a significant number of facilities efficiently and within a short period of time. We evaluate both the broader market and the immediate area, typically five miles around the facility, for their ability to support above-average demographic growth. We will seek to grow our presence primarily in areas that we consider to be growth markets in California, Colorado, Florida, Georgia, Illinois, Texas and the Northeastern United States and to enter new markets should suitable opportunities arise.
	•	Quality of Facility — We focus on self-storage facilities that have good visibility and are located near retail centers, which typically provide high traffic corridors and are generally located near residential communities and commercial customers. In addition, we seek to acquire facilities with an on-site

68

---

Table of Contents

		apartment for the manager, security cameras and gated access, accessibility for tractor trailers and good construction.
	•	Growth Potential — We will continue to target acquisitions that offer growth potential through increased operating efficiency and, in some cases, through additional leasing efforts, renovations or expansions. In addition to acquisitions of single facilities, we will continue to seek to invest in portfolio acquisitions, searching for situations where there is significant potential for increased operating efficiency and an ability to spread our fixed costs across a large base of facilities.

	•	Broad Base of Demand Driven by a Variety of Storage Needs — Self-storage facilities serve a wide spectrum of residential and commercial customers ranging from college students to high-income homeowners and from local businesses to large national corporations. The use of self-storage can be both short- and long-term and is driven by a variety of events and circumstances, including the following:

	•	Moving into or out of an area, which creates the need for short-term storage;
	•	Residential downsizing, such as “empty-nesters” moving into smaller homes and seeking long-term storage for their accumulated possessions;
	•	The limited size of apartments and condominium units, which creates the need for supplemental storage space;
	•	Growing discretionary income, resulting in the purchase of items such as boats and recreational vehicles which require storage during periods of non-use;
	•	The end of school and vacation seasons, when college students and renters of vacation homes need to temporarily store their belongings, such as dormitory furniture and camping and sporting equipment;
	•	The growing number of small businesses that need affordable off-site storage for their supplies, product inventories and business records; and
	•	The interest of large corporations in employing self-storage as a cost-effective alternative in their distribution logistics.

	•	Relative Stability through Economic Cycles — According to the 2004 Self-Storage Almanac, demand for self-storage tends to remain relatively stable because the causes of such demand are present throughout the various stages of an economic cycle. Economic expansions generate demand as individuals relocate to new jobs and make more purchases and businesses expand their storage and distribution needs. Conversely, economic downturns also initially create additional needs for self-storage as a result of the relocation and residential downsizing associated with reduced income or job losses.
	•	Low Price Sensitivity of Customers — We believe that many self-storage facility customers have a low sensitivity to price increases partly due to the low cost of self-storage relative to other storage alternatives and also due to the inconvenience of moving stored belongings to another location.

69

---

Table of Contents

	•	Large Pool of Individual Customers — The self-storage industry benefits from the significant mobility of a growing population. According to the U.S. Census Bureau, 39.0 million United States residents, or approximately 13.7% of the total U.S. population, relocated between 2003 and 2004. According to the 2004 Self-Storage Almanac, consumer awareness of self-storage has grown significantly as more facilities have been built nationwide and overall usage has risen. Self-storage operators continue to induce additional demand by opening facilities in new geographic markets, offering higher quality product with enhanced features, and actively marketing their facilities to attract first-time residential and commercial users.
	•	Growth of Commercial Customer Base — According to the 2004 Self-Storage Almanac, commercial customers are increasingly employing self-storage for their distribution logistics. These customers favor self-storage for its relatively low cost, ease of access, security, flexible lease terms, climate control features and proximity to their distribution destinations. Commercial customers are attractive because they tend to rent larger units, stay for longer rental periods and are generally less price sensitive.

	•	The large number of customers who use each self-storage facility makes a self-storage operator less susceptible to abrupt declines in rental revenue caused by the bankruptcy or vacating of large customers, the risk of which is more prominent in most other real estate sectors.
	•	Due to the relatively small cost of each self-storage facility, it is generally easier for the larger operators in the industry, like us, to own and operate a geographically diversified portfolio of facilities, the performance of which in the aggregate is more resilient to adverse operating conditions in any local or regional market.
	•	The relatively low recurring capital expenditures necessary for the repair and maintenance of most self-storage facilities generally allow a self-storage operator to convert a high portion of its rental revenues into free cash flow.

70

---

Table of Contents

	Overview

															% of Total
			Number of				Number of				Total Rentable				Rentable
Facility Location			Facilities				Units				Square Feet				Square Feet				Occupancy(1)
Florida				49				31,540				3,448,844				18.3%				89.8%
California				37				18,329				2,119,494				11.2%				83.5%
Ohio				33				14,700				1,893,423				10.0%				80.8%
Illinois				27				14,157				1,616,430				8.6%				78.5%
Arizona				21				10,086				1,079,820				5.7%				91.4%
Texas				17				7,491				967,519				5.1%				85.6%
Connecticut				17				7,373				873,860				4.6%				79.3%
Tennessee				15				6,779				828,088				4.4%				85.8%
New Jersey				12				8,261				865,774				4.6%				85.3%
New Mexico				10				3,788				407,459				2.2%				92.0%
Indiana				9				5,419				606,599				3.2%				77.2%
North Carolina				8				4,743				555,779				2.9%				88.8%
Mississippi				6				3,071				388,690				2.1%				82.7%
New York				6				3,195				335,300				1.8%				84.6%
Louisiana				6				2,329				334,324				1.8%				89.1%
Maryland				5				4,097				505,808				2.7%				84.4%
Georgia				5				3,635				431,387				2.3%				81.9%
Colorado				5				2,822				324,681				1.7%				80.2%
Utah				5				2,376				244,948				1.3%				89.5%
Michigan				4				1,787				272,911				1.4%				80.4%
Alabama				3				1,655				234,631				1.2%				71.0%
South Carolina				3				1,281				214,113				1.1%				78.9%
Pennsylvania				2				1,585				177,411				0.9%				89.5%
Massachusetts				2				1,134				115,541				0.6%				73.2%
Wisconsin				1				489				58,713				0.3%				78.8%
	Total/ Weighted Average			308				162,122				18,901,547				100.0%				84.5%

(1)	Represents occupied square feet divided by total rentable square feet, as of July 31, 2005.

71

---

Table of Contents

		Total				Percentage of				Number
		Rentable				Total Rentable				of				Number
MSA (1)		Square Feet				Square Feet				Facilities				of Units				Occupancy(2)
Miami-Fort Lauderdale-Miami Beach, FL			1,651,264				8.7	%			20				14,622				88.4	%
Chicago-Naperville-Joliet, IL-IN-WI			1,616,430				8.6	%			27				14,157				78.5	%
Riverside-San Bernardino-Ontario, CA			1,315,668				7.0	%			24				11,026				82.9	%
Cleveland-Elyria-Mentor, OH			1,114,667				5.9	%			18				9,023				80.9	%
New York-Northern New Jersey-Long Island, NY-NJ-PA			1,107,975				5.9	%			16				10,711				84.7	%
Tucson, AZ			840,527				4.4	%			17				7,975				93.5	%
Indianapolis, IN			606,599				3.2	%			9				5,419				77.2	%
Hartford-West Hartford-East Hartford, CT			579,335				3.1	%			11				4,624				77.8	%
Sacramento-Arden Arcade-Roseville, CA			574,678				3.0	%			9				5,357				82.2	%
Knoxville, TN			475,068				2.5	%			9				4,056				92.6	%
Atlanta-Sandy Springs-Marietta, GA			431,387				2.3	%			5				3,635				81.9	%
El Paso, TX			390,276				2.1	%			7				2,905				89.2	%
Gulfport-Biloxi, MS			388,690				2.1	%			6				3,071				82.7	%
Houston-Sugar Land-Baytown, TX			367,225				1.9	%			6				2,779				79.3	%
Memphis, TN-AR-MS			353,020				1.9	%			6				2,723				76.6	%
Washington-Arlington-Alexandria, DC-VA-MD-WV			344,530				1.8	%			3				2,567				84.2	%
Denver-Aurora, CO			324,681				1.7	%			5				2,822				80.2	%
Tampa-St. Petersburg-Clearwater, FL			308,885				1.6	%			5				2,581				86.9	%
Dayton, OH			282,210				1.5	%			5				2,115				79.8	%
Orlando-Kissimmee, FL			272,967				1.4	%			4				2,353				93.8	%

	Our Facilities

		Year Acquired/						Rentable												Manager				% Climate
Facility Location		Developed(1)				Year Built		Square Feet				Occupancy(2)				Units				Apartment(3)				Controlled(4)
Mobile I, AL†			1997			1987			65,256				80.8	%			490				N				7.4	%
Mobile II, AL†			1997			1974/90			126,050				61.3	%			794				N				1.3	%
Mobile III, AL			1998			1988/94			43,325				84.3	%			371				Y				33.8	%
Chandler, AZ‡			2005			1985			47,888				57.8	%			520				Y				0.0	%
Glendale, AZ			1998			1987			56,580				94.8	%			575				Y				0.0	%
Green Valley, AZ‡			2005			1985			25,400				97.1	%			280				N				8.0	%
Scottsdale, AZ			1998			1995			81,300				92.1	%			608				Y				10.9	%

72

---

Table of Contents

		Year Acquired/						Rentable												Manager				% Climate
Facility Location		Developed(1)				Year Built		Square Feet				Occupancy(2)				Units				Apartment(3)				Controlled(4)
Tempe, AZ‡			2005			1975			53,525				85.0	%			408				Y				14.0	%
Tucson I, AZ			1998			1974			60,000				96.3	%			504				Y				0.0	%
Tucson II, AZ			1998			1988			44,150				95.2	%			536				Y				100.0	%
Tucson III, AZ‡			2005			1979			49,858				98.0	%			579				N				0.0	%
Tucson IV, AZ‡			2005			1982			48,372				97.1	%			553				Y				0.0	%
Tucson V, AZ‡			2005			1982			45,428				96.5	%			467				Y				0.0	%
Tucson VI, AZ‡			2005			1982			41,028				93.2	%			457				Y				0.0	%
Tucson VII, AZ‡			2005			1982			52,838				96.2	%			640				Y				0.0	%
Tucson VIII, AZ‡			2005			1979			46,850				94.3	%			525				Y				0.0	%
Tucson IX, AZ‡			2005			1984			68,866				92.4	%			662				Y				0.0	%
Tucson X, AZ‡			2005			1981			46,550				75.1	%			496				N				0.0	%
Tucson XI, AZ‡			2005			1974			43,100				91.8	%			471				Y				0.0	%
Tucson XII, AZ‡			2005			1974			42,772				96.4	%			516				N				0.0	%
Tucson XIII, AZ‡			2005			1974			46,192				98.2	%			591				Y				0.0	%
Tucson XIV, AZ‡			2005			1976			49,595				96.5	%			590				Y				9.0	%
Tucson XV, AZ†‡			2005			1985			66,510				95.0	%			62				N				0.0	%
Tucson XVI, AZ†‡			2005			1984			63,018				83.0	%			46				N				0.0	%
Apple Valley I, CA			1997			1984			73,580				80.0	%			620				Y				0.0	%
Apple Valley II, CA			1997			1988			62,325				87.5	%			511				Y				5.3	%
Bloomington I, CA			1997			1987			31,246				79.7	%			226				N				0.0	%
Bloomington II, CA†			1997			1987			26,060				100.0	%			22				N				0.0	%
Citrus Heights, CA‡			2005			1987			75,906				80.8	%			696				Y				0.0	%
Diamond Bar, CA‡			2005			1988			105,685				85.6	%			919				Y				0.0	%
Fallbrook, CA			1997			1985/88			46,534				90.5	%			430				Y				0.0	%
Hemet, CA			1997			1989			66,260				96.7	%			454				Y				0.0	%
Highland, CA			1997			1987			74,951				85.1	%			848				Y				0.0	%
Lancaster, CA			2001			1987			60,875				88.7	%			416				Y				0.0	%
North Highlands, CA‡			2005			1980			57,219				85.2	%			497				Y				0.0	%
Ontario, CA			1998			1982			80,280				73.5	%			840				Y				0.0	%
Orangevale, CA‡			2005			1980			50,892				88.5	%			580				Y				0.0	%
Rancho Cordova, CA‡			2005			1979			54,128				89.0	%			486				Y				0.0	%
Redlands, CA			1997			1985			63,005				86.6	%			563				N				0.0	%
Rialto, CA			1997			1987			100,083				78.5	%			808				Y				0.0	%
Riverside I, CA			1997			1989			28,860				90.5	%			249				N				0.0	%
Riverside II, CA†			1997			1989			21,880				100.0	%			20				N				0.0	%
Riverside III, CA			1998			1989			46,920				86.2	%			384				Y				0.0	%
Roseville, CA‡			2005			1979			60,144				89.2	%			594				Y				0.0	%
Sacramento I, CA‡			2005			1979			56,724				79.1	%			565				Y				0.0	%
Sacramento II, CA‡			2005			1986			62,090				75.3	%			585				Y				0.0	%
San Bernardino I, CA			1997			1985			46,600				79.0	%			453				Y				5.3	%
San Bernardino II, CA			1997			1987			83,418				69.8	%			625				Y				2.0	%
San Bernardino III, CA			1997			1987			32,102				89.8	%			246				N				0.0	%
San Bernardino IV, CA			1997			1989			57,400				79.7	%			591				Y				0.0	%
San Bernardino V, CA			1997			1991			41,781				80.9	%			408				Y				0.0	%
San Bernardino VI, CA			1997			1985/92			35,007				71.8	%			413				N				0.0	%
San Bernardino VII, CA			2005			2002/04			83,756				78.6	%			636				Y				11.8	%
San Marcos, CA‡			2005			1979			37,620				83.0	%			252				Y				0.0	%

73

---

Table of Contents

		Year Acquired/						Rentable												Manager				% Climate
Facility Location		Developed(1)				Year Built		Square Feet				Occupancy(2)				Units				Apartment(3)				Controlled(4)
South Sacramento, CA‡			2005			1979			51,890				63.8	%			435				Y				0.0	%
Sun City, CA			1998			1989			38,635				90.4	%			305				N				0.0	%
Temecula I, CA			1998			1985			39,725				91.1	%			316				N				0.0	%
Temecula II, CA			2003	*		2003			42,475				84.7	%			392				Y				89.5	%
Vista, CA			2001			1988			74,781				94.9	%			614				Y				0.0	%
Westminster, CA‡			2005			1983/98			70,213				89.6	%			650				Y				0.0	%
Yucaipa, CA			1997			1989			78,444				79.2	%			680				Y				0.0	%
Aurora, CO‡			2005			1981			74,817				75.7	%			641				Y				0.0	%
Federal Heights, CO‡			2005			1980			55,080				71.4	%			576				Y				0.0	%
Golden, CO‡			2005			1985			88,792				81.8	%			648				Y				0.0	%
Littleton, CO‡			2005			1987			53,690				89.2	%			457				Y				38.0	%
Northglenn, CO‡			2005			1980			52,302				84.1	%			500				Y				0.0	%
Bloomfield, CT			1997			1987/93/94			48,900				70.1	%			455				Y				6.6	%
Branford, CT			1995			1986			51,079				81.1	%			438				Y				2.2	%
Bristol, CT			2005			1989/99			53,625				95.1	%			504				N				22.4	%
East Windsor, CT			2005			1986/89			46,100				57.9	%			326				N				0.0	%
Enfield, CT			2001			1989			52,975				74.9	%			384				Y				0.0	%
Gales Ferry, CT			1995			1987/89			51,780				67.3	%			592				N				4.8	%
Manchester I, CT			2002			1999/00/01			47,400				68.8	%			519				N				37.0	%
Manchester II, CT			2005			1984			53,237				72.6	%			419				N				0.0	%
Milford, CT			1994			1975			45,181				85.6	%			388				N				3.1	%
Monroe, CT			2005			1996/03			66,909				89.6	%			411				N				0.0	%
Mystic, CT			1994			1975/86			50,250				79.7	%			551				Y				2.4	%
Newington I, CT†			2005			1978/97			54,920				89.0	%			264				N				0.0	%
Newington II, CT			2005			1979/81			36,490				90.5	%			222				N				0.0	%
Old Saybrook I, CT			2005			1982/88/00			91,288				86.0	%			725				N				6.3	%
Old Saybrook II, CT			2005			1988/02			26,875				86.0	%			256				N				30.0	%
South Windsor, CT			1994			1976			67,525				65.6	%			550				Y				0.8	%
Stamford, CT			2005			1997			29,326				94.6	%			369				N				31.2	%
Boca Raton, FL			2001			1998			38,203				94.9	%			605				N				67.9	%
Boynton Beach I, FL			2001			1999			62,042				94.6	%			800				Y				54.0	%
Boynton Beach II, FL			2005			2001			62,276				92.7	%			609				Y				81.5	%
Bradenton I, FL			2004			1979			68,480				78.0	%			676				N				2.8	%
Bradenton II, FL			2004			1996			88,103				86.0	%			904				Y				40.2	%
Cape Coral, FL			2000	*		2000			76,789				97.0	%			902				Y				83.0	%
Dania, FL			1994			1988			58,319				97.9	%			483				Y				26.9	%
Dania Beach, FL			2004			1984			264,375				79.9	%			1928				N				21.0	%
Davie, FL			2001	*		2001			81,235				88.6	%			839				Y				55.6	%
Deerfield Beach, FL			1998	*		1998			57,770				95.3	%			527				Y				39.2	%
DeLand, FL			1998			1987			38,577				97.9	%			412				Y				0.0	%
Delray Beach, FL			2001			1999			68,531				97.8	%			819				Y				39.0	%
Fernandina Beach, FL†			1996			1986			91,480				96.1	%			683				Y				21.7	%
Ft. Lauderdale, FL			1999			1999			70,544				96.1	%			655				Y				46.0	%
Ft. Myers, FL			1998			1998			67,256				97.8	%			611				Y				67.0	%
Lake Worth, FL†			1998			1998/02			167,946				89.6	%			1293				N				44.9	%
Lakeland I, FL			1994			1988			49,111				98.8	%			463				Y				78.1	%
Lakeland II, FL			1996			1984			48,600				97.7	%			356				Y				19.5	%

74

---

Table of Contents

		Year Acquired/						Rentable												Manager				% Climate
Facility Location		Developed(1)				Year Built		Square Feet				Occupancy(2)				Units				Apartment(3)				Controlled(4)
Leesburg, FL			1997			1988			51,995				91.1	%			447				Y				5.1	%
Lutz I, FL			2004			2000			72,795				85.0	%			658				Y				34.0	%
Lutz II, FL			2004			1999			69,378				83.9	%			549				Y				20.4	%
Margate I, FL†			1994			1979/81			55,677				93.9	%			343				N				10.5	%
Margate II, FL†			1996			1985			66,135				92.6	%			317				Y				65.0	%
Merrit Island, FL			2000			2000			50,523				85.9	%			470				Y				56.4	%
Miami I, FL			1995			1995			47,200				87.6	%			556				Y				52.2	%
Miami II, FL			1994			1987			57,165				61.0	%			598				Y				0.1	%
Miami III, FL			1994			1989			67,360				94.3	%			573				Y				7.8	%
Miami IV, FL			1995			1987			58,298				86.8	%			610				Y				7.0	%
Miami V, FL			1995			1976			77,825				72.9	%			369				Y				4.0	%
Naples I, FL			1996			1996			48,150				93.1	%			349				Y				26.6	%
Naples II, FL			1997			1985			65,994				91.1	%			647				Y				43.9	%
Naples III, FL			1997			1981/83			80,709				80.1	%			889				Y				24.0	%
Naples IV, FL			1998			1990			40,023				86.4	%			444				N				41.4	%
Ocala, FL			1994			1988			42,086				96.9	%			360				Y				9.7	%
Ocoee, FL			2005			1997			76,258				97.6	%			665				Y				15.5	%
Orange City, FL			2004			2001			59,781				87.5	%			680				N				39.0	%
Orlando I, FL			1997			1987			51,770				89.0	%			453				Y				4.8	%
Orlando II, FL			2005			2002/04			92,944				94.8	%			788				N				74.1	%
Pembroke Pines, FL			1997			1997			67,505				95.6	%			692				Y				73.1	%
Royal Palm Beach, FL†			1994			1988			98,851				83.6	%			670				N				79.2	%
Sarasota, FL			1998			1998			70,798				90.3	%			532				Y				43.0	%
St. Augustine, FL			1996			1985			59,830				89.2	%			581				Y				29.6	%
Stuart I, FL			1997			1986			41,694				96.5	%			524				Y				27.0	%
Stuart II, FL			1997			1995			89,541				97.3	%			896				Y				34.1	%
Tampa I, FL			1994			1987			60,150				83.9	%			416				Y				0.0	%
Tampa II, FL			2001			1985			56,047				87.8	%			476				Y				16.8	%
Vero Beach, FL			1997			1986/87			50,515				96.1	%			482				N				23.9	%
West Palm Beach I, FL			2001			1997			68,295				93.7	%			1028				Y				47.3	%
West Palm Beach II, FL			2004			1996			93,915				97.8	%			913				Y				77.0	%
Alpharetta, GA			2001			1996			90,685				76.4	%			670				Y				74.9	%
Decatur, GA			1998			1986			148,680				75.2	%			1409				Y				3.1	%
Norcross, GA			2001			1997			85,460				81.8	%			598				Y				55.1	%
Peachtree City, GA			2001			1997			50,034				92.9	%			449				N				74.6	%
Smyrna, GA			2001			2000			56,528				98.5	%			509				Y				100.0	%
Addison, IL			2004			1979			31,775				96.8	%			377				Y				0.0	%
Aurora, IL			2004			1996			74,440				61.5	%			573				Y				6.9	%
Bartlett I, IL			2004			1987			41,394				88.0	%			430				Y				0.5	%
Bartlett II, IL			2004			1987			51,725				77.7	%			421				Y				33.5	%
Bellwood, IL			2001			1999			86,700				89.8	%			724				Y				52.1	%
Des Plaines, IL			2004			1978			74,600				82.8	%			643				Y				0.0	%
Elk Grove Village, IL			2004			1987			63,638				82.2	%			655				Y				0.3	%
Glenview, IL			2004			1998			100,345				76.0	%			764				Y				100.0	%
Gurnee, IL			2004			1987			80,500				70.2	%			741				Y				34.0	%
Harvey, IL			2004			1987			59,816				87.2	%			587				Y				3.0	%
Joliet, IL			2004			1993			74,750				62.5	%			481				Y				23.3	%

75

---

Table of Contents

		Year Acquired/						Rentable												Manager				% Climate
Facility Location		Developed(1)				Year Built		Square Feet				Occupancy(2)				Units				Apartment(3)				Controlled(4)
Lake Zurich, IL			2004			1988			46,635				85.7	%			450				Y				0.0	%
Lombard, IL†			2004			1981			61,242				81.0	%			520				Y				18.3	%
Mount Prospect, IL			2004			1979			65,200				73.6	%			610				Y				12.6	%
Mundelein, IL			2004			1990			44,900				70.6	%			509				Y				8.9	%
North Chicago, IL			2004			1985			53,500				85.9	%			445				N				0.0	%
Plainfield I, IL			2004			1998			54,375				88.0	%			410				N				0.0	%
Plainfield II, IL			2005			2000			52,450				80.5	%			368				N				16.8	%
Schaumburg, IL			2004			1988			31,157				88.6	%			325				N				0.8	%
Streamwood, IL			2004			1982			64,565				71.0	%			578				N				0.0	%
Warrensville, IL			2005			1977/89			46,728				94.5	%			382				N				0.0	%
Waukegan, IL			2004			1977			79,950				77.7	%			715				Y				8.4	%
West Chicago, IL			2004			1979			48,625				75.2	%			440				Y				0.0	%
Westmont, IL			2004			1979			53,900				78.0	%			403				Y				0.0	%
Wheeling I, IL			2004			1974			54,900				64.0	%			505				Y				0.0	%
Wheeling II, IL			2004			1979			68,025				71.4	%			624				Y				7.3	%
Woodridge, IL			2004			1987			50,595				87.1	%			477				Y				0.0	%
Indianapolis I, IN			2004			1987			43,800				83.3	%			332				N				0.0	%
Indianapolis II, IN			2004			1997			45,100				95.6	%			460				Y				15.6	%
Indianapolis III, IN			2004			1999			61,325				83.2	%			506				Y				32.6	%
Indianapolis IV, IN			2004			1976			68,494				63.9	%			616				Y				0.0	%
Indianapolis V, IN			2004			1999			75,025				82.8	%			596				Y				33.5	%
Indianapolis VI, IN			2004			1976			73,693				76.5	%			730				Y				0.0	%
Indianapolis VII, IN			2004			1992			95,290				67.4	%			884				Y				0.0	%
Indianapolis VIII, IN			2004			1975			81,676				76.2	%			738				Y				0.0	%
Indianapolis IX, IN			2004			1976			62,196				78.4	%			557				Y				0.0	%
Baton Rouge I, LA			1997			1980			55,984				93.6	%			464				Y				9.7	%
Baton Rouge II, LA			1997			1980			72,082				83.0	%			499				Y				33.7	%
Baton Rouge III, LA			1997			1982			61,078				90.3	%			451				Y				10.2	%
Baton Rouge IV, LA			1998			1995			8,920				91.6	%			84				N				100.0	%
Prairieville, LA			1998			1991			56,520				84.9	%			306				Y				3.0	%
Slidell, LA			2001			1998			79,740				93.4	%			525				Y				46.5	%
Boston, MA			2002			2001			61,360				73.7	%			630				Y				100.0	%
Leominster, MA			1998			1987/88/00			54,181				72.6	%			504				Y				45.1	%
Baltimore, MD			2001			1999/00			93,750				81.4	%			808				Y				45.5	%
California, MD			2004			1998			67,528				89.6	%			722				Y				40.1	%
Gaithersburg, MD			2005			1998			87,170				80.2	%			798				Y				100.0	%
Laurel, MD†			2001			1978/99/00			161,530				83.7	%			956				N				63.7	%
Temple Hills, MD			2001			2000			95,830				88.6	%			813				Y				77.6	%
Grand Rapids, MI			1996			1976			87,295				73.4	%			508				Y				0.0	%
Portage, MI			1996			1980			50,671				96.4	%			340				N				0.0	%
Romulus, MI			1997			1997			43,970				71.3	%			318				Y				10.7	%
Wyoming, MI			1996			1987			90,975				82.5	%			621				N				0.0	%
Biloxi, MS			1997			1978/93			66,188				78.3	%			620				Y				7.4	%
Gautier, MS			1997			1981			35,775				84.1	%			306				Y				3.2	%
Gulfport I, MS			1997			1970			73,460				72.6	%			513				Y				0.0	%
Gulfport II, MS			1997			1986			64,745				75.0	%			436				Y				18.8	%
Gulfport III, MS			1997			1977/93			61,451				88.8	%			486				Y				33.2	%

76

---

Table of Contents

		Year Acquired/						Rentable												Manager				% Climate
Facility Location		Developed(1)				Year Built		Square Feet				Occupancy(2)				Units				Apartment(3)				Controlled(4)
Waveland, MS			1998			1982/83/84/93			87,071				95.2	%			710				Y				23.7	%
Belmont, NC			2001			1996/97/98			81,215				90.0	%			569				N				7.8	%
Burlington I, NC			2001			1990/91/93/94/98			110,502				87.3	%			951				N				4.0	%
Burlington II, NC			2001			1991			39,802				92.9	%			392				Y				11.9	%
Cary, NC			2001			1993/94/97			110,464				77.6	%			751				N				8.5	%
Charlotte, NC			1999			1999			69,246				93.8	%			740				N				52.4	%
Fayetteville I, NC			1997			1981			41,600				96.1	%			352				N				0.0	%
Fayetteville II, NC			1997			1993/95			54,425				98.8	%			557				Y				11.9	%
Raleigh, NC			1998			1994/95			48,525				87.2	%			431				Y				8.2	%
Brick, NJ			1994			1981			51,892				85.6	%			456				Y				0.0	%
Clifton, NJ‡			2005			2001			105,625				87.6	%			1014				Y				100.0	%
Cranford, NJ			1994			1987			91,450				90.8	%			848				Y				7.9	%
East Hanover, NJ			1994			1983			107,874				80.4	%			1019				N				1.6	%
Fairview, NJ			1997			1989			28,021				88.0	%			452				N				100.0	%
Jersey City, NJ			1994			1985			91,736				84.1	%			1095				Y				0.0	%
Linden I, NJ			1994			1983			100,625				79.0	%			1125				N				2.7	%
Linden II, NJ†			1994			1982			36,000				100.0	%			26				N				0.0	%
Morris Township, NJ(5)			1997			1972			76,175				84.6	%			573				Y				1.3	%
Parsippany, NJ			1997			1981			66,375				87.6	%			613				Y				1.4	%
Randolph, NJ			2002			1998/99			52,232				79.6	%			592				Y				82.5	%
Sewell, NJ			2001			1984/98			57,769				87.5	%			448				N				4.4	%
Albuquerque I, NM‡			2005			1985			65,876				90.5	%			633				Y				0.0	%
Albuquerque II, NM‡			2005			1985			59,022				97.1	%			553				Y				0.0	%
Albuquerque III, NM‡			2005			1978			41,163				89.8	%			460				Y				0.0	%
Albuquerque IV, NM‡			2005			1986			56,554				83.7	%			536				Y				0.0	%
Carlsbad, NM‡			2005			1975			40,159				92.2	%			348				Y				0.0	%
Deming, NM‡			2005			1973/83			33,100				92.2	%			256				Y				0.0	%
Las Cruces, NM‡			2005			1984			44,050				96.9	%			406				Y				0.0	%
Lovington I, NM‡(6)			2005			1975			15,950				99.4	%			172				Y				0.0	%
Silver City, NM‡			2005			1972			27,075				98.5	%			256				Y				0.0	%
Truth or Consequences, NM‡			2005			1977/99/00			24,510				85.0	%			168				Y				0.0	%
Endicott, NY			2005			1989			35,330				95.9	%			297				Y				0.0	%
Jamaica, NY			2001			2000			90,156				67.9	%			928				Y				100.0	%
New Rochelle, NY†			2005			1998			30,343				94.3	%			402				N				0.0	%
North Babylon, NY			1998			1988/99			78,288				83.6	%			635				Y				9.1	%
Riverhead, NY			2005			1985/86/99			41,410				91.8	%			346				N				0.0	%
Southold, NY†			2005			1989			59,773				94.7	%			587				N				0.0	%
Akron, OH			2005			1986/99			67,850				84.5	%			682				Y				0.0	%
Avon, OH			2005			1981/86/98			85,023				85.8	%			568				Y				0.0	%
Boardman, OH			1980			1980/89			66,187				81.1	%			525				Y				16.1	%
Brecksville, OH†			1998			1970/89			64,764				88.2	%			410				Y				34.2	%
Canton I, OH			2005			1979/87			40,545				77.5	%			414				Y				0.0	%
Canton II, OH			2005			1997			31,700				88.0	%			201				N				0.0	%
Centerville I, OH			2004			1976			86,590				79.1	%			654				Y				0.0	%
Centerville II, OH			2004			1976			43,600				81.0	%			310				N				0.0	%
Cleveland I, OH			2005			1997/99			46,400				94.1	%			353				Y				0.0	%
Cleveland II, OH			2005			2000			58,652				50.2	%			591				Y				0.0	%

77

---

Table of Contents

		Year Acquired/						Rentable												Manager				% Climate
Facility Location		Developed(1)				Year Built		Square Feet				Occupancy(2)				Units				Apartment(3)				Controlled(4)
Dayton I, OH			2004			1978			43,420				85.2	%			351				N				0.0	%
Dayton II, OH			2005			1989/00			47,550				68.9	%			368				N				0.0	%
East Liverpool, OH			2005			1986/96			30,900				79.5	%			218				N				0.0	%
Euclid I, OH			1988	*		1988			47,260				74.6	%			441				Y				21.9	%
Euclid II, OH			1988	*		1988			48,058				73.4	%			381				Y				0.0	%
Hudson, OH†			1998			1987			68,470				87.7	%			421				N				13.9	%
Lakewood, OH			1989	*		1989			39,523				86.4	%			486				Y				24.5	%
Louisville, OH			2005			1988/90			60,402				86.4	%			390				N				0.0	%
Marblehead, OH			2005			1988/98			76,500				70.0	%			388				N				0.0	%
Mason, OH			1998			1981			33,700				87.7	%			282				Y				0.0	%
Mentor, OH			2005			1983/99			61,284				61.5	%			454				N				23.1	%
Miamisburg, OH†			2004			1975			61,050				84.8	%			432				Y				0.0	%
Middleburg Heights, OH			1980	*		1980			94,150				76.7	%			667				Y				0.0	%
North Canton I, OH			1979	*		1979			45,532				78.1	%			290				Y				0.0	%
North Canton II, OH			1983	*		1983			44,380				79.0	%			354				Y				15.8	%
North Olmsted I, OH			1979	*		1979			48,910				86.3	%			449				Y				1.2	%
North Olmsted II, OH			1988	*		1988			48,050				86.2	%			406				Y				14.1	%
North Randall, OH			1998	*		1998/02			80,452				83.9	%			803				N				90.3	%
Perry, OH			2005			1992/97			68,851				61.4	%			431				Y				0.0	%
Warrensville Heights, OH			1980	*		1980/82/98			90,531				91.8	%			746				Y				0.0	%
Westlake, OH			2005			2001			62,800				96.0	%			460				Y				0.0	%
Willoughby, OH			2005			1997			33,639				89.3	%			274				Y				0.0	%
Youngstown, OH			1977	*		1977			66,700				88.3	%			500				Y				0.0	%
Levittown, PA			2001			2000			78,230				91.7	%			671				Y				36.2	%
Philadelphia, PA			2001			1999			99,181				87.8	%			914				N				91.6	%
Hilton Head I, SC†			1997			1981/84			116,766				68.9	%			545				Y				5.4	%
Hilton Head II, SC†			1997			1979/80			47,620				91.8	%			297				Y				0.0	%
Summerville, SC			1998			1989			49,727				89.9	%			439				Y				10.1	%
Alcoa, TN‡			2005			1986			42,550				94.5	%			351				Y				0.0	%
Cordova, TN‡			2005			1987			54,725				67.2	%			388				Y				0.0	%
Knoxville I, TN			1997			1984			29,452				93.7	%			297				Y				5.4	%
Knoxville II, TN			1997			1985			38,550				98.2	%			350				Y				7.0	%
Knoxville III, TN			1998			1991			45,864				93.3	%			425				Y				6.7	%
Knoxville IV, TN			1998			1983			59,070				80.2	%			456				N				1.1	%
Knoxville V, TN			1998			1977			43,050				96.3	%			376				N				0.0	%
Knoxville VI, TN‡			2005			1975			64,040				99.6	%			576				Y				0.0	%
Knoxville VII, TN‡			2005			1983			55,394				94.9	%			448				Y				0.0	%
Knoxville VIII, TN‡			2005			1978			97,098				88.8	%			777				Y				0.0	%
Memphis I, TN			2001			1999			86,075				92.3	%			622				N				51.3	%
Memphis II, TN			2001			2000			72,210				91.0	%			544				N				46.2	%
Memphis III, TN‡			2005			1983			39,790				68.5	%			365				Y				5.0	%
Memphis IV, TN‡			2005			1986			38,950				77.2	%			330				Y				0.0	%
Memphis V, TN‡			2005			1981			61,270				50.6	%			474				Y				0.0	%
Baytown, TX‡			2005			1981			39,150				73.0	%			380				Y				0.0	%
Bryan, TX‡			2005			1994			60,650				92.0	%			498				Y				0.0	%
College Station, TX‡			2005			1993			26,750				99.4	%			348				N				0.0	%
El Paso I, TX‡			2005			1980			60,034				80.8	%			552				Y				0.0	%

78

---

Table of Contents

			Year Acquired/						Rentable												Manager				% Climate
Facility Location			Developed(1)				Year Built		Square Feet				Occupancy(2)				Units				Apartment(3)				Controlled(4)
El Paso II, TX‡				2005			1980			49,296				96.6	%			428				Y				0.0	%
El Paso III, TX‡				2005			1980			71,500				91.2	%			649				Y				0.0	%
El Paso IV, TX‡				2005			1983			73,776				90.2	%			584				Y				0.0	%
El Paso V, TX‡				2005			1982			63,050				91.8	%			402				Y				0.0	%
El Paso VI, TX‡				2005			1985			36,820				88.2	%			271				Y				0.0	%
El Paso VII, TX†‡				2005			1982			35,800				83.4	%			19				N				0.0	%
Frisco I, TX				2005			1996			51,079				83.1	%			447				Y				17.4	%
Frisco II, TX				2005			1998/02			71,539				89.1	%			514				Y				25.6	%
Houston I, TX‡				2005			1981			101,780				87.2	%			631				Y				0.0	%
Houston II, TX‡				2005			1977			74,700				79.4	%			435				Y				0.0	%
Houston III, TX‡				2005			1984			62,370				71.9	%			492				Y				0.0	%
Houston IV, TX‡				2005			1987			44,175				85.6	%			401				Y				6.0	%
La Porte, TX‡				2005			1984			45,050				71.0	%			440				Y				19.0	%
Murray I, UT‡				2005			1978			47,246				94.9	%			350				Y				0.0	%
Murray II, UT †‡				2005			1978			26,400				84.2	%			24				N				0.0	%
Murray, UT‡				2005			1976			60,780				94.9	%			702				Y				0.0	%
Salt Lake City I, UT‡				2005			1976			56,646				80.2	%			778				Y				0.0	%
Salt Lake City II, UT‡				2005			1978			53,876				90.9	%			522				Y				0.0	%
Milwaukee, WI				2004			1988			58,713				78.8	%			489				Y				0.0	%
	Total/ Weighted Average (308 facilities)									18,901,547				84.5	%			162,122

*		Denotes facilities developed by us.
†		Denotes facilities that contain a material amount of commercial rentable square footage. All of this commercial space, which was developed in conjunction with the self-storage units, is located within or adjacent to our self-storage facilities. There is a total of approximately 627,900 rentable square feet of commercial space at these facilities.
‡		Denotes facilities which we acquired subsequent to June 30, 2005.
(1)		Represents the year acquired for those facilities acquired from a third party, or the year developed, for those facilities developed by us.
(2)		Represents occupied square feet divided by total rentable square feet, as of July 31, 2005.
(3)		Indicates whether a facility has an on-site apartment where a manager resides.
(4)		Represents the percentage of rentable square feet in climate-controlled units.
(5)		We do not own the land at this facility. We have leased the land pursuant to a ground lease that expires in 2008. We have nine 5-year renewal options.
(6)		Data does not reflect information relating to a mobile home park that is adjacent to this facility.

79

---

Table of Contents

										Average Occupancy During the Twelve Months Ended
		Number				Current				December 31,(2)
		of				Rentable																								June 30,
Year Acquired(1)		Facilities				Square Feet				2000				2001				2002				2003				2004				2005(2)
1996 or earlier			41				2,599,851				84.5	%			83.2	%			80.9	%			81.2	%			83.5	%			83.7	%
1997			46				2,699,212				83.1	%			82.2	%			81.0	%			82.8	%			84.1	%			83.7	%
1998			24				1,451,822				84.0	%			82.1	%			81.3	%			84.2	%			85.0	%			85.0	%
1999			2				138,054				45.6	%			67.2	%			81.3	%			82.0	%			88.0	%			92.2	%
2000			6				418,024				71.0	%			76.0	%			81.7	%			85.5	%			87.6	%			88.6	%
2001			27				2,107,610								73.6	%			75.7	%			80.6	%			84.9	%			85.2	%
2002			7				405,966												83.3	%			82.9	%			83.9	%			83.7	%
2003			1				42,475																20.4	%			48.7	%			66.1	%
2004			46				3,114,879																				77.6	%			77.2	%
2005			36				2,021,922																								70.3	%
All Facilities Owned as of June 30, 2005			236				14,999,815				83.0	%			81.3	%			79.9	%			82.1	%			84.0	%			82.5	%

(1)	For facilities developed by us, Year Acquired represents the year in which such facilities were acquired by our operating partnership from an affiliated entity, which in some cases is later than the year developed.
(2)	Determined by dividing the sum of the month-end occupied square feet for the group of facilities for each twelve month period by the sum of their month-end rentable square feet for the period.

						Annual Rent Per Occupied Square Foot for the Twelve Months Ended
		Number				December 31,(2)
		of																								June 30,
Year Acquired(1)		Facilities				2000				2001				2002				2003				2004				2005(2)
1996 or earlier			41			$	10.26			$	10.71			$	10.79			$	10.59			$	10.66			$	10.85
1997			46			$	8.40			$	8.81			$	9.04			$	9.21			$	9.52			$	9.80
1998			24			$	8.54			$	8.73			$	8.82			$	8.89			$	9.34			$	9.65
1999			2			$	7.14			$	7.10			$	7.66			$	8.25			$	9.50			$	10.14
2000			6			$	7.66			$	13.10			$	13.33			$	13.26			$	13.29			$	13.79
2001			27							$	11.21			$	10.88			$	10.12			$	10.56			$	10.98
2002			7											$	14.41			$	13.31			$	13.49			$	13.72
2003			1															$	8.75			$	12.94			$	13.01
2004			46																			$	12.22			$	10.90
2005			36																							$	9.93
All Facilities Owned as of June 30, 2005			236			$	9.13			$	9.77			$	10.13			$	10.04			$	10.44			$	10.66

(1)	For facilities developed by us, Year Acquired represents the year in which such facilities were acquired by our operating partnership from an affiliated entity, which in some cases is later than the year developed.
(2)	Determined by dividing the aggregate rental revenue for each twelve month period by the average of the month-end occupied square feet for the period. Rental revenue includes customer rental revenues, access, administrative and late fees and revenues from auctions, but does not include ancillary revenues generated at our facilities.

80

---

Table of Contents

						Average Occupied Square Feet for the Twelve Months Ended
		Number				December 31,(2)
		of																								June 30,
Year Acquired(1)		Facilities				2000				2001				2002				2003				2004				2005(2)
1996 or earlier			41				2,194,358				2,162,101				2,101,927				2,112,101				2,170,825				2,176,089
1997			46				2,218,478				2,189,309				2,162,901				2,212,059				2,247,471				2,259,232
1998			24				1,183,996				1,176,562				1,187,768				1,244,593				1,257,058				1,234,543
1999			2				63,455				93,479				113,112				114,052				121,776				127,259
2000			6				21,681				277,770				296,103				321,549				366,338				370,552
2001			27								410,084				1,544,456				1,701,143				1,790,554				1,796,194
2002			7												153,790				339,036				340,977				339,665
2003			1																3,606				20,694				28,067
2004			46																				402,889				1,603,580
2005			36																								464,803
All Facilities Owned as of June 30, 2005			236				5,681,968				6,309,305				7,560,057				8,048,139				8,718,582				10,399,984

								Total Revenues for the Twelve Months Ended
				Number				December 31,(2)(3)
				of																								June 30,
Year Acquired(1)				Facilities				2000				2001				2002				2003				2004				2005(2)(3)
								($ in thousands)
1996 or earlier					41			$	22,523			$	23,165			$	22,683			$	22,372			$	23,140			$	23,600
1997					46				18,639				19,297				19,561				20,382				21,392				22,152
1998					24				10,109				10,274				10,475				11,061				11,739				11,918
1999					2				453				664				866				941				1,156				1,290
2000					6				166				3,639				3,947				4,265				4,867				5,111
2001					27								4,597				16,800				17,224				18,914				19,714
2002					7												2,216				4,513				4,600				4,660
2003					1																32				268				365
2004					46																				4,925				17,472
2005					36																								4,616
All Facilities Owned as of June 30, 2005 — Before Adjustments					236			$	51,890			$	61,636			$	76,548			$	80,790			$	91,001			$	110,898
Plus:
	Revenues from Discontinued Operations(4)								1,033				553				—				—				—				—
	Other Adjustments(5)								167				87				37				24				607				2,478
		Total Revenues(6)						$	53,090			$	62,276			$	76,585			$	80,814			$	91,608			$	113,376

(1)	For facilities developed by us, Year Acquired represents the year in which such facilities were acquired by our operating partnership from an affiliated entity, which in some cases is later than the year developed.
(2)	Represents the average of the aggregate month-end occupied square feet for the twelve month period for each group of facilities.
(3)	Represents the result obtained by multiplying annual rent per occupied square foot by the average occupied square feet for the twelve month period for each group of facilities.
(4)	Represents revenues generated by seven facilities sold between 2000 and 2001, which are included in the historical financial statements but excluded from the above analysis.

81

---

Table of Contents

(5)	Represents interest and other income and ancillary revenues generated by three facilities contributed by certain Amsdell Entities to our operating partnership prior to our IPO, which are reflected in the historical financial statements but excluded from the above analysis which accounts only for rental revenues and other property related income. Subsequent to the IPO, all other income and ancillary revenues are included for all facilities.
(6)	Represents total revenues as presented in our historical financial statements.

	Planned Renovations and Improvements

	Option Facilities

82

---

Table of Contents

				Rising Tide								Cost Basis/
				Acquisition Date/				Rentable				Purchase Price
Option Facility Location				Opening Date(1)				Square Feet(2)				to Rising Tide(3)				Occupancy(4)				Units
Facilities In Service:
Tampa III, FL					March 2003				86,268			$	5,489,759	(a)			77.4	%			812
Medford, MA					May 2003				59,095				5,853,653	(a)			64.6	%			670
Escondido, CA					October 2003				143,345				10,732,601	(a)			73.5	%			609
Jacksonville I, FL					October 2003				65,429				4,849,520	(a)			79.4	%			728
Jacksonville II, FL					March 2004				81,916				5,755,024	(a)			68.0	%			766
Jacksonville III, FL					October 2004				64,690				5,201,808	(a)			71.1	%			719
Royal Palm Beach II, FL					November 2004				83,357				7,964,472	(a)			69.5	%			813
Fort Lauderdale II, FL					November 2004				65,750				7,562,276	(a)			55.8	%			652
Kendall, FL					November 2004				80,975				7,871,582	(a)			61.8	%			722
Strongsville, OH					January 2005				43,987				1,278,137	(a)			36.6	%			446
Temecula III, CA					April 2005				84,075				5,443,757	(a)			12.8	%			737
Riverside IV, CA					May 2005				75,150				4,120,000	(a)			8.9	%			479
Suwanee, GA					August 2005				79,700				4,595,866	(a)			N/A				634
	Subtotal/ Weighted Average — Placed into Service								1,013,737			$	76,718,455				58.0	%			8,787
Facilities Under Development:
Jacksonville IV, FL(5)					December 2005				82,500				6,837,500	(b)
Sarasota II, FL(5)					October 2006				80,000				6,100,000	(b)
	Subtotal — Under Development								162,500			$	12,937,500
		Total							1,176,237

(1)	Represents either the date of acquisition by Rising Tide Development, if the facility is already placed in service, or the projected opening date, if the facility is under development.
(2)	Represents rentable square feet as of July 31, 2005 for facilities owned by Rising Tide Development that currently are in service. For facilities under development, represents rentable square feet expected at their completion or purchase.
(3)	Amounts represent:

	(a)	for facilities that currently are in service (all of which are owned by Rising Tide Development), the historical cost basis; and

	(b)	for facilities that currently are under development which Rising Tide Development has the right to acquire, the purchase price under their respective purchase agreements.

(4)	Represents occupied square feet divided by total rentable square feet, as of July 31, 2005.
(5)	Denotes facilities which Rising Tide Development has the right to acquire. We cannot assure you that Rising Tide Development will purchase any of these facilities. In the event that Rising Tide Development does not acquire any such facility, the number of facilities which we will have the option to purchase would be reduced accordingly.

83

---

Table of Contents

		Principal
		Amount																				Number
		Outstanding				Interest				Annual Debt				Maturity				Balance at				of
		(as of 6/30/05)				Rate				Service				Date(1)				Maturity(2)				Facilities
		($ in thousands)
LONG TERM DEBT:
Fixed Rate:
Multi-facility mortgage loan		$	65,656				8.16	%		$	6,502				11/2006			$	64,118				41
Multi-facility mortgage loan			39,508				7.13	%			3,568				12/2006				38,428				10
Single-facility mortgage loan			2,515				7.71	%			252				12/2008				2,436				1
Single-facility mortgage loan			1,842				8.43	%			192				8/2009				1,673				1
Multi-facility mortgage loan			90,000				5.09	%			6,174				11/2009				82,488				26
Multi-facility mortgage loan			90,000				5.19	%			6,244				5/2010				78,256				21
Single-facility mortgage loan			7,461				8.63	%			907				7/2010				6,019				1
Multi-facility mortgage loan			90,000				5.33	%			6,331				1/2011				80,497				18
Single-facility mortgage loan			3,890				6.22	%			340				1/2014				2,481				1
Variable Rate:
Revolving Credit Facility(3)			98,500				Libor + 2.13	%			5,692				10/2007				98,500				116
Total/ Weighted Average		$	489,372							$	36,202							$	454,896

(1)	Maturity Date is the earlier of the loan maturity date under the loan agreement, or the “Anticipated Repayment Date” as specifically defined in the loan agreement, which is the date after which substantial economic penalties apply if the loan has not been paid off.
(2)	Assumes no early repayment of principal.
(3)	The principal amount outstanding under our revolving credit facility will be repaid with a portion of the proceeds from this offering.

	Loans Outstanding as of June 30, 2005

	Revolving Credit Facility

	•	Maximum total indebtedness to total asset value of 65%;
	•	Minimum interest coverage ratio of 2.0:1;
	•	Minimum fixed charge coverage ratio of 1.7:1; and
	•	Minimum tangible net worth of $400.0 million.

84

---

Table of Contents

	Multi-Facility Mortgage Loans

	Single Facility Mortgage Loans

	New Fixed Rate Mortgage Loans

85

---

Table of Contents

86

---

Table of Contents

87

---

Table of Contents

Name		Age				Position
Robert J. Amsdell			65			Chairman of the Board of Trustees and Chief Executive Officer
Steven G. Osgood			48			President and Chief Financial Officer
Todd C. Amsdell			37			Chief Operating Officer
Tedd D. Towsley			50			Vice President and Treasurer
Barry L. Amsdell			60			Trustee
Thomas A. Commes			63			Trustee
John C. Dannemiller			67			Trustee
William M. Diefenderfer III			60			Trustee
Harold S. Haller			67			Trustee
David J. LaRue			44			Trustee

88

---

Table of Contents

89

---

Table of Contents

	•	Our board of trustees is not staggered, with each of our trustees subject to re-election annually;
	•	Of the seven persons who currently serve on our board of trustees, five have been determined by us to be independent for purposes of the New York Stock Exchange’s listing standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended;
	•	Our board of trustees has determined that at least one of our trustees qualifies as an “audit committee financial expert” as defined by the Securities and Exchange Commission;
	•	We have opted out of the Maryland business combination and control share acquisition statutes;
	•	We do not have a shareholder rights plan; and
	•	We have adopted corporate governance guidelines as guiding principles for our board of trustees which cover, among other things, trustee responsibilities and qualifications, functioning of the board and its committees, trustee compensation, related party transactions and management evaluation and succession.

90

---

Table of Contents

	Audit Committee

	•	the integrity of our financial statements;
	•	our compliance with legal and regulatory requirements;
	•	the qualification and independence of our independent auditors; and
	•	the performance of our internal audit function and independent auditors.

	Compensation Committee

	•	review and approve our corporate goals and objectives with respect to the compensation of our Chief Executive Officer, evaluate the Chief Executive Officer’s performance in light of those goals and objectives, and determine and approve, either as a committee or with the Company’s other independent trustees, the appropriate level and structure of the Chief Executive Officer’s compensation;
	•	determine and approve, either as a committee or together with our other independent trustees, the compensation of the other executive officers;
	•	make recommendations to the board of trustees regarding compensation of trustees; and
	•	recommend, implement and administer our incentive and equity-based compensation plans.

	Corporate Governance and Nominating Committee

	•	identify individuals that are qualified to serve as trustees;
	•	recommend such individuals to the board of trustees, either to fill vacancies that occur on the board of trustees from time to time or in connection with the selection of trustee nominees for each annual meeting of shareholders;
	•	periodically assess the size of the board of trustees to ensure it can effectively carry out its obligations;

91

---

Table of Contents

	•	develop, recommend, implement and monitor our corporate governance guidelines and our codes of business conduct and ethics;
	•	review and approve any related party transactions;
	•	oversee the evaluation of the board of trustees and management; and
	•	ensure that we are in compliance with all New York Stock Exchange corporate governance listing requirements.

92

---

Table of Contents

(a)	Summary Compensation Table

															Long-Term Compensation Awards
							Annual Compensation
															Restricted Stock				Securities
							Salary								Awards				Underlying				All Other
Name and Principal Position			Year				($)(1)				Bonus($)				($)				Options(2)				Compensation(3)
Robert J. Amsdell,				2004			$	35,312			$	0			$	0				0			$	1,167
	Chairman and Chief
	Executive Officer
Steven G. Osgood,				2004			$	68,359			$	1,150,000	(4)		$	0				200,000			$	1,167
	President and Chief
	Financial Officer
Todd C. Amsdell,				2004			$	68,359			$	1,150,000	(4)		$	0				200,000			$	1,167
	Chief Operating Officer
Tedd D. Towsley,				2004			$	39,062			$	400,000	(5)		$	0				100,000			$	1,167
	Vice President and
	Treasurer

(1)	Represents the salary earned by the executive officer from October 21, 2004, the date we commenced operations, to December 31, 2004. The annualized base salary of each executive officer for 2004 was as follows: Robert J. Amsdell — $200,000; Steven G. Osgood — $350,000; Todd C. Amsdell — $350,000; and Tedd D. Towsley — $200,000.
(2)	Represents options awarded at the closing of our IPO in October 2004. The right to purchase shares under the options vests as to 1/3 of the total number of shares covered by the options on each of the first three anniversaries of the vesting start date of October 21, 2004, provided the optionee is still employed by us. The options were granted at an exercise price equal to the IPO price of $16.00.
(3)	Represents each executive’s automobile allowance for the period from October 21, 2004 to December 31, 2004.
(4)	Represents $150,000 of bonus and 62,500 deferred shares. The deferred shares were granted under our 2004 Equity Incentive Plan concurrently with the closing of our IPO in October 2004. The deferred shares are 100% vested. Unless otherwise elected, 50% of the deferred shares will be delivered on the first business day following January 1, 2006 and 50% of the deferred shares will be delivered on the first business day following January 1, 2007. If service terminates prior to the distribution of any deferred shares, the deferred shares will be immediately distributable. Each individual will be entitled to receive a payment equal to any dividend payments made on the deferred shares during the deferral period. Based on the closing share price of our common shares of $17.35 on December 31, 2004, the deferred shares had a value of $1,084,375.
(5)	Represents $100,000 of bonus and 18,750 deferred shares. The deferred shares were granted under our 2004 Equity Incentive Plan concurrently with the closing of our IPO in October 2004. The deferred shares are 100% vested. Unless otherwise elected, 50% of the deferred shares will be delivered on the first business day following January 1, 2006 and 50% of the deferred shares will be delivered on the first business day following January 1, 2007. If service terminates prior to the distribution of any deferred shares, the deferred shares will be immediately distributable. Each individual will be entitled to receive a payment equal to any dividend payments made on the deferred shares during the deferral period. Based on the closing share price of our common shares of $17.35 on December 31, 2004, the deferred shares had a value of $325,313.

93

---

Table of Contents

(b)	Option Grants in 2004

																		Potential Realizable Value at
																		Assumed Annual Rates of
		Number of				% of Total												Share Price Appreciation for
		Securities				Options				Exercise								Option Term
		Underlying				Granted to				or Base
		Options				Employees				Price				Expiration				5%				10%
Name		Granted (#)				in 2004				($/Sh)				Date				($)(2)				($)(2)
Robert J. Amsdell			0				—				—				—				—				—
Steven G. Osgood			200,000	(1)			21.1	%		$	16.00				10/20/2014			$	2,012,463			$	5,099,976
Todd C. Amsdell			200,000	(1)			21.1	%		$	16.00				10/20/2014			$	2,012,463			$	5,099,976
Tedd D. Towsley			100,000	(1)			10.5	%		$	16.00				10/20/2014			$	1,006,231			$	2,549,988

(1)	The right to purchase shares under the options vests as to 1/3 of the total number of shares covered by the options on each of the first three anniversaries of the vesting start date of October 21, 2004, provided the optionee is still employed by us. The employment agreements for Steven G. Osgood, Todd C. Amsdell and Tedd D. Towsley provide that if the respective individual terminates his employment for “good reason” or is terminated without “cause,” all equity awards held by the individual will vest 100%. “Good reason” includes a change in control. See “Employment and Noncompetition Agreements” below.
(2)	The 5% and 10% rates of appreciation were set by the Securities and Exchange Commission and are not intended to forecast future appreciation, if any, of our common shares.

(c)	Aggregated Option Exercises in 2004 and Fiscal Year-End Option Values

		Shares								Number of Securities								Value of Unexercised
		Acquired								Underlying Unexercised								In-the-Money Options
		on				Value				Options at FY-End								at FY-End ($)(1)
		Exercise				Realized
Name		(#)				($)				Exercisable				Unexercisable				Exercisable				Unexercisable
Robert J. Amsdell			—				—				—				—				—				—
Steven G. Osgood			0			$	0				0				200,000			$	0			$	270,000
Todd C. Amsdell			0			$	0				0				200,000			$	0			$	270,000
Tedd D. Towsley			0			$	0				0				100,000			$	0			$	135,000

(1)	Based upon the closing price per share of our common shares of $17.35 on December 31, 2004.

94

---

Table of Contents

95

---

Table of Contents

96

---

Table of Contents

	•	common shares subject to restrictions;
	•	common share units, which are the conditional right to receive a common share in the future, subject to restrictions and to a risk of forfeiture;
	•	unrestricted common shares, in lieu of cash bonuses, which are common shares issued at no cost or for a purchase price determined by the compensation committee which are free from any restrictions under the equity incentive plan;
	•	dividend equivalent rights entitling the grantee to receive credits for dividends that would be paid if the grantee had held a specified number of common shares, which shall be granted, if at all, in tandem with stock options on a one-for-one basis;
	•	a right to receive a number of common shares or, in the discretion of the compensation committee, an amount in cash or a combination of shares and cash, based on the increase in the fair market value of the shares underlying the right during a stated period specified by the compensation committee; and
	•	performance and annual incentive awards, ultimately payable in common shares or cash, as determined by the compensation committee.

97

---

Table of Contents

	•	total shareholder return;
	•	total shareholder return as compared to total return (on a comparable basis) of a publicly available index such as, but not limited to, the Standard & Poor’s 500 Stock Index;
	•	net income;
	•	net operating income;
	•	pretax earnings;
	•	funds from operations;
	•	earnings calculated before any or all of the following: interest expense, interest, taxes, depreciation and amortization;
	•	operating margin;
	•	earnings per share;
	•	return on equity;
	•	return on capital;
	•	return on assets;
	•	return on investment;
	•	operating earnings;
	•	working capital;
	•	ratio of debt to shareholders’ equity; and
	•	revenue.

	Deferred Trustees Plan

98

---

Table of Contents

99

---

Table of Contents

	Merger Agreements

	•	Robert J. Amsdell received approximately 151,000 shares (with a value of approximately $2.4 million);
	•	The Robert J. Amsdell Family Irrevocable Trust, a trust formed for the benefit of the family of Robert J. Amsdell, received approximately 3.9 million shares (with a value of approximately $62.7 million);
	•	Barry L. Amsdell received approximately 151,000 shares (with a value of approximately $2.4 million);
	•	The Loretta Amsdell Family Irrevocable Trust, a trust formed for the benefit of the family of Barry L. Amsdell, received approximately 3.9 million shares (with a value of approximately $62.7 million); and
	•	Todd C. Amsdell received approximately 430,000 shares (with a value of approximately $6.9 million).

100

---

Table of Contents

	Contribution Agreements

	Partnership Reorganization Agreement

	Stock Purchase Agreement

	Partnership Agreement

	Option Agreement

101

---

Table of Contents

	Registration Rights

	Management Contracts

	Office Lease

	Aircraft Timesharing Agreement

	Other Formation Transactions

102

---

Table of Contents

	Exercises of Option to Purchase Certain Option Facilities

	Registration Rights

103

---

Table of Contents

	Office Leases

	Aircraft Lease

	Other Arrangements

104

---

Table of Contents

105

---

Table of Contents

	Our Operating Partnership

	Our Service Companies

106

---

Table of Contents

	•	High Tide LLC purchased a 71.21% limited partner interest in our operating partnership from the Common Retirement Fund of the State of New York for $274.8 million and a 0.61% limited partner interest in our operating partnership from Square Foot Companies, LLC for $2.4 million (we acquired these limited partner interests in our operating partnership through our merger with High Tide LLC as part of our formation transactions); and
	•	Our operating partnership purchased three facilities in 2002 for an aggregate purchase price of $19.4 million and one facility in 2003 for the purchase price of $3.2 million (we acquired indirect interests in these facilities as a result of our acquisition of general and limited partnership interests in our operating partnership, which occurred through our mergers with Amsdell Partners, Inc. and High Tide LLC as part of our formation transactions).

107

---

Table of Contents

	•	the act or omission of the indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty;
	•	the indemnitee actually received an improper personal benefit in money, property or services; or
	•	in the case of any criminal proceeding, the indemnitee had reasonable cause to believe that the act or omission was unlawful.

108

---

Table of Contents

	•	in the opinion of legal counsel for our operating partnership, there is a significant risk that the transfer would result in our operating partnership being treated as an association taxable as a corporation for federal income tax purposes or would result in a termination of our operating partnership for federal income tax purposes;
	•	in the opinion of legal counsel for our operating partnership, there is a significant risk that the transfer would adversely affect our ability to continue to qualify as a REIT or would subject us to certain additional taxes; or
	•	such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code.

109

---

Table of Contents

	•	to the limited partners so as to preclude the distribution from being treated as part of a disguised sale for federal income tax purposes; and
	•	to us, as general partner, in an amount sufficient to enable us to pay shareholder dividends that will satisfy our requirements for qualifying as a REIT and to avoid any federal income or excise tax liability for us.

110

---

Table of Contents

	•	our operating partnership issues operating partnership units or other partnership interests in connection with the grant, award or issuance of shares or other equity interests in us having designations, preferences and other rights so that the economic interests attributable to the newly issued shares or other equity interests in us are substantially similar to the designations, preferences and other rights, except voting rights, of the operating partnership units or other partnership interests issued to us, and we contribute to our operating partnership the proceeds from the issuance of the shares or other equity interests received by us; or
	•	our operating partnership issues the additional operating partnership units or other partnership interests to all partners holding operating partnership units or other partnership interests in the same class or series in proportion to their respective percentage interests in that class or series.

111

---

Table of Contents

	•	additional capital contributions or loans to our operating partnership; or
	•	the issuance or sale of any operating partnership units or other partnership interests.

	•	to add to our obligations as general partner or surrender any right or power granted to us as general partner or any affiliate of ours for the benefit of the limited partners;
	•	to reflect the admission, substitution, termination or withdrawal of partners in compliance with the partnership agreement;
	•	to set forth the designations, rights, powers, duties and preferences of the holders of any additional partnership interests issued in accordance with the authority granted to us as general partner;
	•	to reflect a change that does not adversely affect the limited partners in any material respect, or to cure any ambiguity, correct or supplement any provision in the partnership agreement not inconsistent with law or with other provisions of the partnership agreement, or make other changes with respect to matters arising under the partnership agreement that will not be inconsistent with law or with the provisions of the partnership agreement; and
	•	to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal, state or local agency or contained in federal, state or local law.

	•	the issuance of partnership interests in general and the restrictions imposed on the issuance of additional partnership interests to us in particular;
	•	the prohibition against removing us as general partner by the limited partners;
	•	restrictions on our power to conduct businesses other than owning partnership interests of our operating partnership and the relationship of our shares to operating partnership units;
	•	limitations on transactions with affiliates;
	•	our liability as general partner for monetary or other damages to our operating partnership;
	•	partnership consent requirements for the sale or other disposition of substantially all the assets of our operating partnership; or
	•	the transfer of partnership interests held by us or the dissolution of our operating partnership.

112

---

Table of Contents

	•	convert a limited partner’s interest into a general partner’s interest;
	•	modify the limited liability of a limited partner;
	•	alter the interest of a partner in profits or losses, or the right to receive any distributions, except as permitted under the partnership agreement with respect to the admission of new partners or the issuance of additional operating partnership units; or
	•	materially alter the unit redemption right of the limited partners,

	•	an event of our withdrawal, as the general partner, (other than an event of bankruptcy), unless within 90 days after the withdrawal, the written consent of the outside limited partners, as defined in the partnership agreement, to continue the business of our operating partnership and to the appointment, effective as of the date of withdrawal, of a substitute general partner is obtained;
	•	through December 31, 2054, an election by us, as general partner, with the consent of the partners holding partnership interests representing 90% of the percentage interest (as defined in the partnership agreement) of the interests entitled to vote thereon (including operating partnership units held by us);
	•	an election to dissolve the operating partnership by us, as general partner, in our sole and absolute discretion after December 31, 2054;
	•	entry of a decree of judicial dissolution of our operating partnership pursuant to Delaware law;
	•	the sale of all or substantially all of the assets and properties of our operating partnership for cash or for marketable securities; or
	•	entry of a final and non-appealable judgment by a court of competent jurisdiction ruling that we are bankrupt or insolvent, or entry of a final and non-appealable order for relief against us, under any federal or state bankruptcy or insolvency laws, unless prior to or at the time of the entry of such judgment or order, the written consent of the outside limited partners, as defined in our partnership agreement, to continue the business of our operating partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a substitute general partner is obtained.

113

---

Table of Contents

	•	to increase our value through increases in the cash flows and values of our facilities;
	•	to achieve long-term capital appreciation, and preserve and protect the value of our interest in our facilities; and
	•	to provide quarterly cash distributions.

114

---

Table of Contents

115

---

Table of Contents

	•	the fact of the common directorship or interest is disclosed to our board of trustees or a committee of our board of trustees, and our board of trustees, or that committee, authorizes the contract or transaction by the affirmative vote of a majority of the disinterested trustees, even if the disinterested trustees constitute less than a quorum;
	•	the fact of the common directorship or interest is disclosed to our shareholders entitled to vote, and the contract or transaction is approved by a majority of the votes cast by the shareholders entitled to

116

---

Table of Contents

		vote, other than votes of shares owned of record or beneficially by the interested trustee, corporation, firm or other entity; or
	•	the contract or transaction is fair and reasonable to us.

117

---

Table of Contents

		Before this Offering																After this Offering
		Number of																Number of
		Shares and				% of All				Number of								Shares and				% of All				Number of
		Units				Shares				Shares								Units				Shares				Shares
		Beneficially				and				Beneficially				% of All				Beneficially				and				Beneficially				% of All
Beneficial Owner		Owned				Units				Owned				Shares				Owned				Units				Owned				Shares
Named Executive Officers and Trustees
Todd C. Amsdell(1)			8,402,656				19.7%				8,402,656				22.4%				8,402,656				14.1%				8,402,656				15.4%
Robert J. Amsdell(2)			1,675,162				3.9%				1,280,319				3.4%				1,675,162				2.8%				1,280,319				2.4%
Barry L. Amsdell(3)			1,070,652				2.5%				675,809				1.8%				1,070,652				1.8%				675,809				1.2%
Steven G. Osgood(4)			129,667				*				129,667				*				129,667				*				129,667				*
Tedd D. Towsley(5)			52,084				*				52,084				*				52,084				*				52,084				*
Thomas A. Commes			14,063				*				14,063				*				14,063				*				14,063				*
John C. Dannemiller			9,063				*				9,063				*				9,063				*				9,063				*
William M. Diefenderfer III(6)			9,063				*				9,063				*				9,063				*				9,063				*
David J. LaRue			6,563				*				6,563				*				6,563				*				6,563				*
Harold S. Haller			4,263				*				4,263				*				4,263				*				4,263				*
All executive officers and trustees as a group (10 persons)			11,373,236				26.5%				10,583,550				28.1%				11,373,236				19.0%				10,583,550				19.3%
Other More than Five Percent Beneficial Owners
Robert J. Amsdell Family Irrevocable Trust(7)			3,921,850				9.2%				3,921,850				10.4%				3,921,850				6.5%				3,921,850				7.2%
Loretta Amsdell Family Irrevocable Trust(7)			3,921,850				9.2%				3,921,850				10.4%				3,921,850				6.5%				3,921,850				7.2%
Wellington Management Company, LLP(8)			1,964,200				4.6%				1,964,200				5.2%				1,964,200				3.3%				1,964,200				3.6%

	*	Indicates amount owned is less than 1%

(1)

Shares and units beneficially owned include 7,843,700 shares owned by affiliated entities and related family trusts of Robert J. Amsdell, Barry L. Amsdell and Todd C. Amsdell (which entities and trusts we refer to herein collectively as the “Amsdell Entities”) as follows: (a) 3,921,850 shares owned by the Robert J. Amsdell Family Irrevocable Trust, of which Todd C. Amsdell is the business advisor and, in such capacity, has, under the trust agreements, the sole power to direct the voting and disposition of the

118

---

Table of Contents

	shares; and (b) 3,921,850 shares owned by the Loretta Amsdell Family Irrevocable Trust, of which Todd C. Amsdell is also the business advisor and, in such capacity, has, under the trust agreements, the sole power to direct the voting and disposition of the shares. The beneficiaries of these two trusts are comprised of members of the families of Robert J. Amsdell and Loretta Amsdell, who is the wife of Barry L. Amsdell. Also includes 429,789 shares owned directly by Todd C. Amsdell, 62,500 shares issuable in satisfaction of a grant of deferred shares made under our equity incentive plan concurrently with the closing of our IPO and 66,667 shares issuable upon the exercise of options which are exercisable within 60 days of August 31, 2005.
(2)	Shares and units beneficially owned include 1,524,358 units owned by the Amsdell Entities as follows: (a) 337,756 units owned by Amsdell Holdings I, Inc., of which Robert J. Amsdell is the President, a director and 50% shareholder, which are redeemable for cash or, at our option, shares within 60 days of August 31, 2005; (b) 187,249 units owned by Amsdell & Amsdell general partnership, of which Robert J. Amsdell is a 50% general partner, which are redeemable for cash or, at our option, shares within 60 days of August 31, 2005; (c) 604,510 units owned by a trust of which Robert J. Amsdell is the sole trustee and whose equal beneficiaries are Robert J. Amsdell and his brother, Barry L. Amsdell, which are redeemable for cash or, at our option, shares within 60 days of August 31, 2005; and (d) 394,843 units owned by Rising Tide Development, of which Robert J. Amsdell owns a 50% interest. Also includes 150,804 shares owned directly by Robert J. Amsdell. Shares and units beneficially owned do not include (a) 3,921,850 shares owned by the Robert J. Amsdell Family Irrevocable Trust, of which Todd C. Amsdell (the son of Robert J. Amsdell) is the business advisor and, in such capacity, has the sole power to direct the voting and disposition of the shares, and (b) 3,921,850 shares owned by the Loretta Amsdell Family Irrevocable Trust, of which Todd C. Amsdell is also the business advisor and, in such capacity, has the sole power to direct the voting and disposition of the shares. The beneficiaries of these two trusts are comprised of members of the families of Robert J. Amsdell and Loretta Amsdell, who is the wife of Barry L. Amsdell.
(3)	Shares and units beneficially owned include 919,848 units owned by Amsdell Entities as follows: (a) 337,756 units owned by Amsdell Holdings I, Inc., of which Barry L. Amsdell is an officer, director and 50% shareholder, which are redeemable for cash or, at our option, shares within 60 days of August 31, 2005; and (b) 187,249 units owned by Amsdell & Amsdell general partnership, of which Barry L. Amsdell is a 50% general partner, which are redeemable for cash or, at our option, shares within 60 days of August 31, 2005; and (c) 394,843 units owned by Rising Tide Development, of which Barry L. Amsdell owns a 50% interest. Also includes 150,804 shares owned directly by Barry L. Amsdell. Shares and units beneficially owned do not include 604,510 units owned by a trust of which Robert J. Amsdell is the sole trustee and whose equal beneficiaries are Robert J. Amsdell and his brother, Barry L. Amsdell. Robert J. Amsdell has sole voting and dispositive power with respect to the units owned by this trust. Shares and units beneficially owned also do not include (a) 3,921,850 shares owned by the Robert J. Amsdell Family Irrevocable Trust, of which Todd C. Amsdell (the nephew of Barry L. Amsdell) is the business advisor and, in such capacity, has the sole power to direct the voting and disposition of the shares, and (b) 3,921,850 shares owned by the Loretta Amsdell Family Irrevocable Trust, of which Todd C. Amsdell is also the business advisor and, in such capacity, has the sole power to direct the voting and disposition of the shares. The beneficiaries of these two trusts are comprised of members of the families of Robert J. Amsdell and Loretta Amsdell, who is the wife of Barry L. Amsdell.
(4)	Comprised of 500 shares owned directly by Steven G. Osgood, 62,500 shares issuable in satisfaction of grants of deferred share units made under our equity incentive plan concurrently with the closing of our IPO and 66,667 shares issuable upon the exercise of options which are exercisable within 60 days of August 31, 2005.
(5)	Comprised of 18,750 shares issuable in satisfaction of grants of deferred share units made under our equity incentive plan concurrently with the closing of our IPO and 33,334 shares issuable upon the exercise of options which are exercisable within 60 days of August 31, 2005.
(6)	Comprised of 1,000 shares held by William M. Diefenderfer’s 401(k) plan, 1,000 shares held by a trust for the benefit of his son and 7,063 shares owned directly.

119

---

Table of Contents

(7)	Each trust has reported in a Schedule 13D filing that it possessed shared voting power and shared dispositive power over the shares held by the respective trust. Todd C. Amsdell is the business advisor of each trust and, in such capacity, has the sole power, under the trust agreements, to direct the voting and disposition of these shares. See footnote (1). The trustee of each trust is Bernard L. Karr. The address of each trust is c/o Bernard L. Karr, trustee, McDonald Hopkins Co., LPA, 600 Superior Avenue, E., Suite 2100, Cleveland, Ohio 44114.
(8)	Based on information provided by Wellington Management Company, LLP in a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2005, Wellington Management has shared dispositive power with respect to 1,938,800 of these shares and shared voting power with respect to 1,455,100 of these shares. Wellington Management’s address is 605 Third Avenue, New York, New York 10158.

120

---

Table of Contents

121

---

Table of Contents

	•	no person, other than an excepted holder or a designated investment entity (each as defined in our declaration of trust), may own directly, or be deemed to own by virtue of the attribution provisions of the Code, more than 5%, in value or number of shares, whichever is more restrictive, of the outstanding common shares;
	•	no person may own directly or indirectly, or be deemed to own through attribution, more than 9.8% in value or number of shares, whichever is more restrictive, of the issued and outstanding shares of any class or series of preferred shares;
	•	no excepted holder, which means certain members of the Amsdell family, certain trusts established for the benefit of members of the Amsdell family and certain related entities, may own directly or indirectly common shares if, under the applicable tax attribution rules of the Code, any single excepted holder who is treated as an individual would own more than 29%, in value or number of shares, whichever is more restrictive, of our outstanding common shares, any two excepted holders treated as individuals would own more than 34%, in value or number of shares, whichever is more restrictive, of our outstanding common shares, any three excepted holders treated as individuals would

122

---

Table of Contents

		own more than 39%, in value or number of shares, whichever is more restrictive, of our outstanding common shares, any four excepted holders treated as individuals would own more than 44%, in value or number of shares, whichever is more restrictive, of our outstanding common shares, or any five excepted holders treated as individuals would own more than 49%, in value or number of shares, whichever is more restrictive, of our outstanding common shares;
	•	no designated investment entity may acquire or hold, directly or indirectly (or through attribution), shares in excess of the designated investment entity limit of 9.8%, in value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of common shares;
	•	no person shall beneficially or constructively own our shares of beneficial interest that would result in us being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT; and
	•	no person shall transfer our shares of beneficial interest if such transfer would result in our shares of beneficial interest being owned by fewer than 100 persons.

	1. an entity that is a pension trust that qualifies for look-through treatment under Section 856(h)(3) of the Code;
	2. an entity that qualifies as a regulated investment company under Section 851 of the Code; or
	3. an entity that (i) for compensation engages in the business of advising others as to the value of securities or as to the advisability of investing in, purchasing or selling securities; (ii) purchases securities in the ordinary course of its business and not with the purpose or effect of changing or influencing control of us, nor in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) of the Securities Exchange Act of 1934, as amended; and (iii) has or shares voting power and investment power under the Securities Exchange Act of 1934, as amended;

123

---

Table of Contents

	Number of Trustees; Vacancies

	Removal of Trustees

124

---

Table of Contents

	Business Combinations

	•	any person who beneficially owns 10% or more of the voting power of our 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 of 10% or more of the voting power of our then outstanding voting shares.

	•	80% of the votes entitled to be cast by holders of our then outstanding shares of beneficial interest; and
	•	two-thirds of the votes entitled to be cast by holders of our voting shares other than shares held by the interested shareholder with whom or with whose affiliate the business combination is to be effected or shares held by an affiliate or associate of the interested shareholder.

	Control Share Acquisitions

125

---

Table of Contents

	•	one-tenth or more but less than one-third;
	•	one-third or more but less than a majority; or
	•	a majority or more of all voting power.

	Merger, Amendment of Declaration of Trust

	Limitation of Liability and Indemnification

	•	actual receipt of an improper benefit or profit in money, property or services; or
	•	a final judgment based upon a finding of active and deliberate dishonesty by the trustee that was material to the cause of action adjudicated.

126

---

Table of Contents

	•	the act or omission of the trustee or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty;
	•	the trustee or officer actually received an improper personal benefit in money, property or services; or
	•	in a criminal proceeding, the trustee or officer had reasonable cause to believe that the act or omission was unlawful.

	•	a written affirmation by the trustee or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification; and
	•	a written undertaking to repay the amount reimbursed if the standard of conduct is not met.

	Operations

	Term and Termination

	Meetings of Shareholders

	Advance Notice of Trustee Nominations and New Business

	•	pursuant to our notice of the meeting;
	•	by our board of trustees; or

127

---

Table of Contents

	•	by a shareholder who was a shareholder of record both at the time of the provision of notice and at the time of the meeting who is entitled to vote at the meeting and has complied with the advance notice procedures set forth in our bylaws.

	•	pursuant to our notice of the meeting;
	•	by our board of trustees; or
	•	provided that our board of trustees has determined that trustees shall be elected at such meeting, by a shareholder who was a shareholder of record both at the time of the provision of notice and at the time of the meeting who is entitled to vote at the meeting and has complied with the advance notice provisions set forth in our bylaws.

	Possible Anti-Takeover Effect of Certain Provisions of Maryland Law and of Our Declaration of Trust and Bylaws

128

---

Table of Contents

	•	1% of the then outstanding common shares; or
	•	the average weekly trading volume of the common shares on the New York Stock Exchange during the four calendar weeks preceding the date on which notice of the sale is filed with the Securities and Exchange Commission.

129

---

Table of Contents

130

---

Table of Contents

	•	the tax considerations for you may vary depending on your particular tax situation;
	•	special rules that are not discussed below may apply to you if, for example, you are:

	•	a tax-exempt organization,
	•	a broker-dealer,
	•	a non-U.S. corporation or individual who is not taxed as a citizen or resident of the United States, all of which may be referred to collectively as “non-U.S. persons,”
	•	a trust, estate, regulated investment company, real estate investment trust, financial institution, insurance company or S corporation,
	•	subject to the alternative minimum tax provisions of the Code,
	•	holding the shares as part of a hedge, straddle, conversion or other risk-reduction or constructive sale transaction,
	•	holding the shares through a partnership or similar pass-through entity,
	•	a person with a “functional currency” other than the U.S. dollar,
	•	beneficially or constructively holding 10% or more (by vote or value) of the beneficial interest in us,
	•	a U.S. expatriate, or
	•	otherwise subject to special tax treatment under the Code;

	•	this summary does not address state, local or non-U.S. tax considerations;
	•	this summary deals only with investors that hold the shares as a “capital asset,” within the meaning of Section 1221 of the Code; and
	•	this discussion is not intended to be, and should not be construed as, tax advice.

131

---

Table of Contents

132

---

Table of Contents

	1. We will be taxed at regular corporate rates on any undistributed “REIT taxable income.” REIT taxable income is the taxable income of the REIT subject to specified adjustments, including a deduction for dividends paid.
	2. We may be subject to the “alternative minimum tax” on our undistributed items of tax preference, if any.
	3. If we have (1) net income from the sale or other disposition of “foreclosure property” that is held primarily for sale to tenants in the ordinary course of business, or (2) other non-qualifying income from foreclosure property, we will be subject to tax at the highest corporate rate on this income.
	4. Our net income from “prohibited transactions” will be subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to tenants in the ordinary course of business other than foreclosure property.
	5. If we fail to satisfy either the 75% gross income test or the 95% gross income test discussed below, but nonetheless maintain our qualification as a REIT because other requirements are met, we will be subject to a tax equal to the gross income attributable to the greater of either (1) the amount by which 75% of our gross income exceeds the amount of our income qualifying under the 75% test for the taxable year or (2) the amount by which 95% of our gross income exceeds the amount of our income qualifying for the 95% income test for the taxable year, multiplied in either case by a fraction intended to reflect our profitability.
	6. We will be subject to a 4% nondeductible excise tax on the excess of the required distribution over the sum of amounts actually distributed, excess distributions from the preceding tax year and amounts retained for which federal income tax was paid if we fail to make the required distributions by the end of a calendar year. The required distributions for each calendar year is equal to the sum of:

	•	85% of our REIT ordinary income for the year;
	•	95% of our REIT capital gain net income for the year; and
	•	any undistributed taxable income from prior taxable years.

	7. We will be subject to a 100% penalty tax on some payments we receive (or on certain expenses deducted by a taxable REIT subsidiary) if arrangements among us, our tenants, and our taxable REIT subsidiaries are not comparable to similar arrangements among unrelated parties.

133

---

Table of Contents

	8. If we acquire any assets from a non-REIT “C” corporation in a carry-over basis transaction, we would be liable for corporate income tax, at the highest applicable corporate rate for the “built-in gain” with respect to those assets if we disposed of those assets within 10 years after they were acquired. To the extent that assets are transferred to us in a carry-over basis transaction by a partnership in which a corporation owns an interest, we will be subject to this tax in proportion to the non-REIT “C” corporation’s interest in the partnership. Built-in gain is the amount by which an asset’s fair market value exceeds its adjusted tax basis at the time we acquire the asset.
	9. With regard to our 2005 and subsequent taxable years, if we fail to satisfy one of the REIT asset tests (other than certain de minimis failures), but nonetheless maintain our qualification as a REIT because other requirements are met, we will be subject to a tax equal to the greater of $50,000 or the amount determined by multiplying the net income generated by the non-qualifying assets during the period of time that the assets were held as non-qualifying assets by the highest rate of tax applicable to corporations.
	10. With regard to our 2005 and subsequent taxable years, if we fail to satisfy certain of the requirements under the Code the failure of which would result in the loss of our REIT status, and the failure is due to reasonable cause and not willful neglect, we may be required to pay a penalty of $50,000 for each such failure in order to maintain our qualification as a REIT.
	11. If we fail to comply with the requirements to send annual letters to our shareholders requesting information regarding the actual ownership of our shares and the failure was not due to reasonable cause or was due to willful neglect, we will be subject to a $25,000 penalty or, if the failure is intentional, a $50,000 penalty.

	(1) that is managed by one or more trustees or directors;
	(2) that issues transferable shares or transferable certificates to evidence its beneficial ownership;
	(3) that would be taxable as a domestic corporation, but for Sections 856 through 860 of the Code;
	(4) that is neither a financial institution nor an insurance company within the meaning of certain provisions of the Code;
	(5) that is beneficially owned by 100 or more persons;
	(6) not more than 50% in value of the outstanding shares or other beneficial interest of which is owned, actually or constructively, by five or fewer individuals (as defined in the Code to include certain entities and as determined by applying certain attribution rules) during the last half of each taxable year;
	(7) that makes an election to be a REIT for the current taxable year, or has made such an election for a previous taxable year that has not been revoked or terminated, and satisfies all relevant filing and other administrative requirements established by the IRS that must be met to elect and maintain REIT status;

134

---

Table of Contents

	(8) that uses a calendar year for federal income tax purposes and complies with the recordkeeping requirements of the Code and the Treasury regulations promulgated thereunder; and
	(9) that meets other applicable tests, described below, regarding the nature of its income and assets and the amount of its distributions.

135

---

Table of Contents

136

---

Table of Contents

	•	The amount of rent must not be based in whole or in part on the income or profits of any person. However, an amount we receive or accrue generally will not be excluded from the term “rents from real property” solely by reason of being based on a fixed percentage or percentages of receipts or sales;
	•	We, or an actual or constructive owner of 10% or more of our shares, must not actually or constructively own 10% or more of the interests in the tenant, or, if the tenant is a corporation, 10% or more of the voting power or value of all classes of stock of the tenant. Rents received from such tenant that is a taxable REIT subsidiary, however, will not be excluded from the definition of “rents from real property” as a result of this condition if either (i) at least 90% of the space at the property to which the rents relate is leased to third parties, and the rents paid by the taxable REIT subsidiary are comparable to rents paid by our other tenants for comparable space or (ii) the property is a qualified lodging property and such property is operated on behalf of the taxable REIT subsidiary by a person who is an independent contractor and certain other requirements are met;
	•	Rent attributable to personal property, leased in connection with a lease of real property, is not greater than 15% of the total rent received under the lease. If this requirement is not met, then the portion of rent attributable to personal property will not qualify as “rents from real property;” and
	•	We generally must not provide directly impermissible tenant services to the tenants of a property, subject to a 1% de minimis exception, other than through an independent contractor from whom we derive no income or a taxable REIT subsidiary. We may, however, directly perform certain services that are “usually or customarily rendered” in connection with the rental of space for occupancy only and are not otherwise considered “rendered primarily for the convenience of the tenant” of the property. Examples of such services include the provision of light, heat, or other utilities, trash removal and general maintenance of common areas. In addition, we may provide through an independent contractor or a taxable REIT subsidiary, which may be wholly or partially owned by us, both customary and non-customary services to our tenants without causing the rent we receive from those tenants to fail to qualify as “rents from real property.” If the total amount of income we receive from providing impermissible tenant services at a property exceeds 1% of our total income from that property, then all of the income from that property will fail to qualify as “rents from real property.” Impermissible tenant service income is deemed to be at least 150% of our direct cost in providing the service.

137

---

Table of Contents

138

---

Table of Contents

	•	amounts are excluded from the definition of impermissible tenant service income as a result of satisfying the 1% de minimis exception;
	•	a taxable REIT subsidiary renders a significant amount of similar services to unrelated parties and the charges for such services are substantially comparable;
	•	rents paid to us by tenants who are not receiving services from the taxable REIT subsidiary are substantially comparable to the rents paid by our tenants leasing comparable space who are receiving services from the taxable REIT subsidiary and the charge for the services is separately stated; or
	•	the taxable REIT subsidiary’s gross income from the service is not less than 150% of the taxable REIT subsidiary’s direct cost of furnishing the service.

	(1) at least 75% of the value of our total assets must be represented by real estate assets, cash, cash items and government securities. For purposes of this test, real estate assets include our allocable share of real estate assets held by our operating partnership and the partnership and limited liability company subsidiaries of our operating partnership that are treated as partnership or disregarded entities for federal income tax purposes, as well as stock or debt instruments that are purchased with the proceeds of an offering of shares or a public offering of debt with a term of at least five years, but only for the one-year period beginning on the date we receive such proceeds.
	(2) not more than 25% of our total assets may be represented by securities, other than those securities includable in the 75% asset class (e.g., securities that qualify as real estate assets and government securities);

139

---

Table of Contents

	(3) except for equity investments in REITs, debt or equity investments in qualified REIT subsidiaries and taxable REIT subsidiaries, and other securities that qualify as “real estate assets” for purpose of the 75% test described in clause (1):

	•	the value of any one issuer’s securities owned by us may not exceed 5% of the value of our total assets;
	•	we may not own more than 10% of any one issuer’s outstanding voting securities; and
	•	we may not own more than 10% of the total value of the outstanding securities of any one issuer, other than securities that qualify for the “straight debt” exception discussed below; and

	(4) not more than 20% of the value of our total assets may be represented by the securities of one or more taxable REIT subsidiaries.

140

---

Table of Contents

	•	90% of our “REIT taxable income, computed without regard to the dividends paid deduction and our net capital gain; and
	•	90% of our after tax net income, if any, from foreclosure property; minus
	•	the excess of the sum of certain items of non-cash income over 5% of our “REIT taxable income.”

141

---

Table of Contents

	•	85% of our REIT ordinary income for such year;
	•	95% of our REIT capital gain net income for the year; and
	•	any undistributed taxable income from prior taxable years.

142

---

Table of Contents

143

---

Table of Contents

	(1) interests in the partnership are traded on an established securities market; or
	(2) interests in the partnership are readily tradable on a “secondary market” or the “substantial equivalent” of a secondary market.

144

---

Table of Contents

	•	a citizen or resident, as defined in Section 7701(b) of the Code, of the United States;
	•	a corporation, partnership, limited liability company or other entity treated as a corporation or partnership for United States federal income tax purposes that was created or organized in or under the laws of the United States or of any State thereof or in the District of Columbia unless, in the case of a partnership or limited liability company, Treasury regulations provide otherwise;
	•	an estate the income of which is subject to United States federal income taxation regardless of its source; or
	•	in general, a trust whose administration is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust. Notwithstanding the preceding sentence, to the extent provided in the Treasury regulations, certain trusts in existence on August 20, 1996, and treated as United States persons prior to this date that elect to continue to be treated as United States persons, shall also be considered U.S. shareholders.

145

---

Table of Contents

	(1) a 15% rate gain distribution, which would be taxable to non-corporate U.S. shareholders at a maximum rate of 15%; or
	(2) an “unrecaptured Section 1250 gain” distribution, which would be taxable to non-corporate U.S. shareholders at a maximum rate of 25%.

146

---

Table of Contents

	(1) the qualified dividend income received by us during such taxable year from non-REIT “C” corporations (including our corporate subsidiaries, other than qualified REIT subsidiaries, and our taxable REIT subsidiaries);
	(2) the excess of any “undistributed” REIT taxable income recognized during the immediately preceding year over the federal income tax paid by us with respect to such undistributed REIT taxable income; and
	(3) the excess of any income recognized during the immediately preceding year attributable to the sale of a built-in-gain asset that was acquired in a carry-over basis transaction from a non-REIT “C” corporation over the federal income tax paid by us with respect to such built-in gain.

147

---

Table of Contents

	•	at least one of such trusts holds more than 25%, by value, of the interests in the REIT, or two or more of such trusts, each of which owns more than 10%, by value, of the interests in the REIT, hold in the aggregate more than 50%, by value, of the interests in the REIT; and
	•	it would not have qualified as a REIT but for the fact that Section 856(h)(3) of the Code provides that shares owned by such trusts shall be treated, for purposes of the “not closely held” requirement, as owned by the beneficiaries of the trust, rather than by the trust itself.

148

---

Table of Contents

	Distributions Generally

	•	ordinary income dividends;
	•	long-term capital gain; or
	•	return of capital distributions.

	•	the distribution is not attributable to our net capital gain; or
	•	the distribution is attributable to our net capital gain from the sale of “U.S. real property interests” and the non-U.S. common shareholder owns 5% or less of the value of our common shares at all times during the taxable year during which the distribution is paid.

	•	a lower treaty rate applies and the non-U.S. shareholder files an IRS Form W-8BEN evidencing eligibility for that reduced treaty rate with us; or
	•	the non-U.S. shareholder files an IRS Form W-8ECI with us claiming that the distribution is income effectively connected with the non-U.S. shareholder’s trade or business.

149

---

Table of Contents

	•	the distribution is attributable to our net capital gain (other than from the sale of “U.S. real property interests”) and we timely designate the distribution as a capital gain dividend; or
	•	the distribution is attributable to our net capital gain from the sale of “U.S. real property interests” and the non-U.S. common shareholder owns more than 5% of the value of common shares at any point during the taxable year in which the distribution is paid.

	•	the non-U.S. shareholder’s investment in our common shares is effectively connected with a U.S. trade or business of the non-U.S. shareholder, in which case the non-U.S. shareholder will be subject to the same treatment as U.S. shareholders with respect to any gain, except that a non-U.S. shareholder that is a corporation also may be subject to the 30% branch profits tax; or
	•	the non-U.S. shareholder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and has a “tax home” in the United States in which case the nonresident alien individual will be subject to a 30% tax on his capital gains.

150

---

Table of Contents

	(1) the investment in our common shares is effectively connected with the non-U.S. shareholder’s United States trade or business, in which case the non-U.S. shareholder will be subject to the same treatment as domestic shareholders with respect to any gain;
	(2) the non-U.S. shareholder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and has a “tax home” in the United States, in which case the nonresident alien individual will be subject to a 30% tax on the individual’s net capital gains from United States sources for the taxable year; or
	(3) our common shares constitute a United States real property interest within the meaning of FIRPTA, as described below.

	(1) the class or series of shares sold is considered regularly traded under applicable Treasury regulations on an established securities market, such as the New York Stock Exchange; and
	(2) the selling non-U.S. shareholder owned, actually or constructively, 5% or less in value of the outstanding class or series of shares being sold throughout the shorter of the period during which the non-U.S. shareholders held such class or series of shares or the five-year period ending on the date of the sale or exchange.

	(1) the payee fails to furnish a taxpayer identification number, or TIN, to the payer or to establish an exemption from backup withholding;
	(2) the IRS notifies the payer that the TIN furnished by the payee is incorrect;
	(3) there has been a notified payee under-reporting with respect to interest, dividends or original issue discount described in Section 3406(c) of the Code; or
	(4) there has been a failure of the payee to certify under the penalty of perjury that the payee is not subject to backup withholding under the Code.

151

---

Table of Contents

152

---

Table of Contents

153

---

Table of Contents

			Number of
Underwriters			Shares
Lehman Brothers Inc.				8,550,000
Citigroup Global Markets Inc.				2,052,000
Wachovia Capital Markets, LLC				2,052,000
A.G. Edwards & Sons, Inc.				1,282,500
Raymond James & Associates, Inc.				1,282,500
Banc of America Securities LLC				855,000
KeyBanc Capital Markets, a division of McDonald Investments Inc.				684,000
Harris Nesbitt Corp.				342,000
	Total			17,100,000

	•	the obligation to purchase all of the common shares offered hereby, if any of the shares are purchased;
	•	the representations and warranties made by us to the underwriters are true;
	•	there is no material change in the financial markets; and
	•	we deliver customary closing documents to the underwriters.

		No Exercise				Full Exercise
Per share		$	1.0175			$	1.0175
Total		$	17,399,250			$	20,009,138

154

---

Table of Contents

	•	during the last 17 days of the 90-day restricted period we issue an earnings release or announce material news or a material event; or
	•	prior to the expiration of the 90-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 90-day period;

	•	Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
	•	A short position involves a sale by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase in the offering, which creates the syndicate short position. This short position may be either a covered short position or a naked short position. In a covered short position, the number of shares involved in the sales made by the underwriters in excess of the number of shares they are obligated to purchase is not greater than the number of shares that they may purchase by exercising their option to purchase additional shares. In a naked short position, the number of shares involved is greater than the number of shares in their option to purchase additional shares. The underwriters may close out any short position by either exercising their option to purchase additional shares and/or purchasing shares in the open market. In determining the source of shares to

155

---

Table of Contents

		close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through their option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
	•	Syndicate covering transactions involve purchases of the common shares in the open market after the distribution has been completed in order to cover syndicate short positions.
	•	Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the common shares originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

156

---

Table of Contents

157

---

Table of Contents

158

---

Table of Contents

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF U-STORE-IT TRUST AND SUBSIDIARIES (THE “COMPANY”):
Unaudited Pro Forma Condensed Consolidated Financial Information			F-3
Unaudited Pro Forma Condensed Consolidated Balance Sheet Information as of June 30, 2005			F-4
Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2005			F-5
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 2005			F-8
Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 2005			F-9
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the twelve months ended December 31, 2004			F-13
Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the twelve months ended December 31, 2004			F-14
UNAUDITED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS OF THE COMPANY AND ACQUIPORT/ AMSDELL (THE “PREDECESSOR”):
Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004 (unaudited)			F-22
Consolidated and Combined Statements of Operations for the Company for the three months and six months ended June 30, 2005 (unaudited) and Consolidated and Combined Statements of Operations for the Predecessor for the three months and six months ended June 30, 2004 (unaudited)			F-23
Consolidated Statements of Shareholders’ Equity for the Company for the six months ended June 30, 2005 (unaudited)			F-24
Consolidated Statement of Cash Flows for the Company for the six months ended June 30, 2005 (unaudited) and Consolidated and Combined Statement of Cash Flows for the Predecessor for the six months ended June 30, 2004 (unaudited)			F-25
Notes to Consolidated and Combined Financial Statements (unaudited)			F-26
CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS OF THE COMPANY AND THE PREDECESSOR:
Report of Independent Registered Public Accounting Firm			F-36
Consolidated Balance Sheet for the Company as of December 31, 2004 and the Consolidated and Combined Balance Sheet for the Predecessor as of December 31, 2003			F-37
Consolidated Statement of Operations for the Company for the period from October 21, 2004 through December 31, 2004, and the Consolidated and Combined Statements of Operations for the Predecessor for the period from January 1, 2004 through October 20, 2004 and for the years ended December 31, 2003 and 2002			F-38
Consolidated Statement of Shareholders’ Equity for the Company for the period from October 21, 2004 through December 31, 2004, and the Consolidated and Combined Statements of Owners’ Equity (Deficit) for the Predecessor for the period from January 1, 2004 through October 20, 2004 and for the years ended December 31, 2003 and 2002			F-39
Consolidated Statement of Cash Flows for the Company for the period from October 21, 2004 through December 31, 2004 and the Consolidated and Combined Statements of Cash Flows for the Predecessor for the period from January 1, 2004 through October 20, 2004 and for the years ended December 31, 2003 and 2002			F-40
Notes to Consolidated and Combined Financial Statements			F-42
Schedule III — Real Estate and Related Depreciation as of December 31, 2004			F-61
NATIONAL SELF STORAGE OPERATING ENTITIES
Independent Auditors’ Report			F-67
Summary of Historical Information Relating to Combined Operating Revenues and Specified Expenses			F-68

F-1

---

Table of Contents

Note to Summary of Historical Information Relating to Combined Operating Revenues and Specified Expenses			F-69
LIBERTY SELF-STOR, INC. AND SUBSIDIARY — SELECTED FACILITIES
Report of Independent Registered Public Accounting Firm			F-70
Statement of Revenues and Certain Expenses			F-71
Notes to Statement of Revenues and Expenses			F-72
FORD STORAGE
Independent Auditors’ Report			F-74
Combined Statements of Revenue and Certain Operating Expenses			F-75
Notes to Combined Statements of Revenue and Certain Operating Expenses			F-76
A-1 STORAGE
Independent Auditors’ Report			F-77
Combined Statements of Revenue and Certain Operating Expenses			F-78
Notes to Combined Statements of Revenue and Certain Operating Expenses			F-79
RISING TIDE COMBINED PROPERTIES
Report of Independent Registered Public Accounting Firm			F-80
Combined Statement of Revenues and Certain Expenses			F-81
Notes to Statement of Combined Revenues and Certain Expenses			F-82
CLIFTON STORAGE
Independent Auditors’ Report			F-83
Statement of Revenue and Certain Operating Expenses			F-84
Notes to Statement of Revenue and Certain Operating Expenses			F-85
TEXAS STORAGE PORTFOLIO
Independent Auditors’ Report			F-86
Combined Statements of Revenue and Certain Operating Expenses			F-87
Notes to Combined Statements of Revenue and Certain Operating Expenses			F-88

F-2

---

Table of Contents

F-3

---

Table of Contents

															Offering and Related Transactions
							Completed
							and Pending				Completed				Common								Pending
							Financing				Facility				Stock				Debt				Facility				U-Store-It
			Historical				Transactions				Acquisitions				Offering				Repayment				Acquisitions				Trust
			(1)				(2)				(3)				(4)				(5)				(6)				Pro Forma
ASSETS
Storage facilities — net			$	847,539							$	303,012	(iii)										$	82,828			$	1,233,379
Cash				5,808			$	167,424	(i)			(71,700	)(i)		$	329,300			$	(160,248	)(i)			(70,037	)			200,547
Restricted cash				14,090																								14,090
Loan procurement costs — net				6,932				2,576	(ii)																			9,508
Other assets				5,244								98	(iii)															5,342
TOTAL			$	879,613			$	170,000			$	231,410			$	329,300			$	(160,248	)		$	12,791			$	1,462,866
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
	Loans payable		$	489,372			$	170,000	(iii)		$	169,542	(ii)						$	(160,248	)(ii)		$	12,791			$	681,457
	Capital lease obligations			90																								90
	Accounts payable and accrued expenses			12,234								95	(ii)															12,329
	Distributions payable			10,457																								10,457
	Rents received in advance			6,917								195	(ii)															7,112
	Security deposits			609								78	(ii)															687
	Total liabilities			519,679				170,000				169,910				0				(160,248	)			12,791				712,132
MINORITY INTEREST				17,275				0				48,159	(iv)			0				0				0				65,434
SHAREHOLDERS’ EQUITY:
	Common shares			373											$	171												544
	Additional paid-in-capital			396,932								13,341	(iv)			329,129												739,402
	Unearned share grant compensation			(82	)																							(82	)
	Accumulated deficit			(54,564	)																							(54,564	)
	Total shareholders’ equity			342,659				0				13,341				329,300				0				0				685,300
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			$	879,613			$	170,000			$	231,410			$	329,300			$	(160,248	)		$	12,791			$	1,462,866

F-4

---

Table of Contents

(1)	Reflects the historical combined balance sheet of U-Store-It Trust as of June 30, 2005 (Unaudited).
(2)	Reflects financing transactions which U-Store-It Trust completed subsequent to June 30, 2005 and a currently pending financing transaction. Proceeds from the completed mortgage loans were primarily used to fund acquisitions completed subsequent to June 30, 2005, including the acquisition of self-storage facilities from National Self Storage in July 2005 and two individual facilities in New Jersey in July 2005. The remaining amounts were and will be used to repay borrowings under our revolving credit facility.

	(i)	Reflects net cash provided by completed and pending financing transactions:

Multi-facility 5.13% fixed rate mortgage due 2012		$	80,000
Multi-facility 4.96% fixed rate mortgage due 2012			80,000
Multi-facility 5.98% fixed rate mortgage due 2015			75,000	(a)
Less cash paid for new loan procurement costs			(2,576	)
Less repayment of revolving credit facility			(65,000	)
Net cash received as part of financing transactions		$	167,424

	(ii)	Represents adjustments to loan procurement costs from the completed and pending financing transactions:

Multi-facility 5.13% fixed rate mortgage due 2012		$	1,158
Multi-facility 4.96% fixed rate mortgage due 2012			1,018
Multi-facility 5.98% fixed rate mortgage due 2015			400	(a)
Adjustments to loan procurement costs from completed and pending financing transactions		$	2,576

	(iii)	As part of the completed and pending financing transactions, we will increase total debt by:

Multi-facility 5.13% fixed rate mortgage due 2012		$	80,000
Multi-facility 4.96% fixed rate mortgage due 2012			80,000
Multi-facility 5.98% fixed rate mortgage due 2015			75,000	(a)
Less repayment of revolving credit facility			(65,000	)
Net increase in debt		$	170,000

	(a)	We expect to enter into a multi-facility fixed rate mortgage loan in October 2005 in the amount of up to $75,000, which loan will bear interest at 5.98% and mature in October 2015. We assumed the obligation to enter into this loan in connection with the National Self Storage acquisition.

F-5

---

Table of Contents

(3)	Represents the adjustments related to the acquisition of 88 self-storage facilities. These acquisitions were completed from July 1, 2005 through the date hereof. The aggregate acquisition cost for the facilities was $303,110.

	Paid from cash on hand						$	71,700	(i)
	Fair value of debt and other net liabilities assumed							169,910	(ii)
	Operating partnership units granted at fair value							61,500
	Aggregate acquisition cost						$	303,110
(i)  Reflects cash on hand used for the purchase of the facilities							$	(71,700	)

	(ii)	As part of the completed facility transactions, total debt and other liabilities increased by:

Borrowing under the revolving credit facility			$	86,537
Debt assumed between July 1, 2005 and July 31, 2005 related to National Self Storage acquisition:
	Mortgage loans collateralized by certain facilities of National Self Storage due from 2007 to 2014, effective interest rates ranging from 5.00% to 5.59% per annum			42,794	(a)
	Mortgage loans collateralized by certain facilities of National Self Storage due 2006, stated interest rate 8.02% per annum			40,211
Total debt				169,542
Other liabilities assumed:
	Accounts payable and accrued expenses			95
	Rents received in advance			195
	Security deposits			78
				368
Total debt and other net liabilities			$	169,910

	(iii)	The allocation of the aggregate acquisition cost to the assets acquired is as follows:

Storage facilities		$	303,012
Other assets			98
Total assets acquired		$	303,110

	(iv)	Reflects the adjustment to minority interest as a result of capital transactions executed during 2005:

Operating partnership units granted at fair value		$	61,500
Dilution adjustment			(13,341	)(b)
Minority interest		$	48,159

	(a)	Includes $2,300 mark to market adjustment.

	(b)	Amount represents the dilution adjustment resulting from the issuance of operating partnership units during 2005.

F-6

---

Table of Contents

(4)	Reflects the sale of 17,100,000 U-Store-It Trust common shares for $20.35 per share in this offering:

Assets
	Cash		$	329,300	(a)
Liabilities and Shareholders’ Equity:
	Common shares		$	171
	Additional paid-in-capital			329,129
Total liabilities and shareholders’ equity			$	329,300

	(a)	Amount reflects the estimated net cash proceeds from the offering:

Gross offering proceeds		$	347,985
Less: Underwriting discount			(17,399	)
Less: Other transaction expenses			(1,286	)
Net cash proceeds		$	329,300

(5)	Reflects the repayment of debt from proceeds of this offering:

(i)  Reflects cash used for the repayment of debt			$	(160,248	)
(ii)  Reflects repayment of debt:
	Repayment of revolving credit facility		$	(120,037	)
	Repayment of mortgage loans collateralized by certain facilities of National Self Storage due 2006, stated interest rate 8.02% per annum.			(40,211	)
			$	(160,248	)

(6)	Represents the adjustments related to the pending acquisition of 17 self-storage facilities.

Paid from cash proceeds of this offering		$	70,037
Fair value of debt assumed			12,791	(a)
Total acquisition cost		$	82,828

	(a)	Includes $400 mark to market adjustment.

F-7

---

Table of Contents

																Offering and Related
																Transactions
								Completed
								and Pending				Completed												Pending
								Financing				Facility				Common				Debt				Facility				Other				U-Store-It
				Historical				Transactions				Acquisitions				Stock				Repayment				Acquisitions				Adjustments				Trust
				(7)				(8)				(9)				Offering				(10)				(11)				(12)				Pro Forma
REVENUES:
	Rental income			$	59,077							$	20,039											$	2,613							$	81,729
	Other property related income				4,422								976												85								5,483
		Total revenues			63,499				0				21,015				0				0				2,698				0				87,212
OPERATING EXPENSES:
	Property operating expenses				22,810								8,535												992								32,337
	Depreciation				16,765								6,784												1,558								25,107
	General and administrative				6,254								199												28								6,481
		Total operating expenses			45,829				0				15,518				0				0				2,578				0				63,925
OPERATING INCOME					17,670				0				5,497				0				0				120				0				23,287
OTHER EXPENSE:
	Interest expense				12,949			$	5,447	(i)			4,939							$	(4,156	)			358								19,537
	Loan procurement amortization and other expense				744				176	(ii)																							920
		Total other expense			13,693				5,623				4,939				0				(4,156	)			358				0				20,457
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST					3,977				(5,623	)			558				0				4,156				(238	)							2,830
	Minority interest				(156	)																						$	(91	)			(247	)
INCOME (LOSS) FROM CONTINUING OPERATIONS				$	3,821			$	(5,623	)		$	558			$	0			$	4,156			$	(238	)		$	(91	)		$	2,583
Earnings per share:
	Basic earnings per share			$	0.10																											$	0.05
	Diluted earnings per share			$	0.10																											$	0.05
Weighted average share information:
	Basic shares outstanding				37,477,920																												54,577,920
	Diluted shares outstanding				37,501,575																												54,601,575

F-8

---

Table of Contents

(7)	Reflects the historical consolidated statement of operations of U-Store-It Trust for the six months ended June 30, 2005 (unaudited).
(8)	Adjustments relate to the interest expense and loan procurement amortization expense related to the completed and pending financing transactions subsequent to June 30, 2005.

	(i)	Reflects net increase in interest expense as a result of completed and pending financing transactions:

Multi-facility 5.13% fixed rate mortgage due 2012		$	2,024
Multi-facility 4.96% fixed rate mortgage due 2012			1,957
Multi-facility 5.98% fixed rate mortgage due 2015			2,212	(a)
Less repayment of revolving credit facility			(746	)
Net increase in interest expense		$	5,447

	(ii)	Represents adjustments to loan procurement expense related to the completed and pending financing transactions:

Multi-facility 5.13% fixed rate mortgage due 2012		$	83
Multi-facility 4.96% fixed rate mortgage due 2012			73
Multi-facility 5.98% fixed rate mortgage due 2015			20	(a)
		$	176

	(a)	We expect to enter into a multi-facility fixed rate mortgage loan in October 2005 in the amount of up to $75,000, which loan will bear interest at 5.98% and mature in October 2015. We assumed the obligation to enter into this loan in connection with the National Self Storage acquisition.

F-9

---

Table of Contents

(9)	Represents the results of operations which will be reflected in our operating partnership as a result of the acquisition of 123 storage facilities. These acquisitions were completed from January 1, 2005 through the date hereof. For facilities acquired prior to June 30, 2005, the following results of operations only include amounts not already included in historical results of operations.

								A-1												Frisco								A-1								National												Elizabeth &																								Total Completed
				Ford				Self				Option				Liberty				I & II,				Ocoee,				Self				Extra				Self				Tempe,				Clifton,				Hoboken,								Miami,				Pensacola,												Facility
				Storage				Storage				Facilities				Self-Stor(d)				TX				FL				Storage				Closet				Storage				AZ				NJ				NJ				Colorado				FL				FL				Texas				Adjustments				Acquisitions
TOTAL FACILITIES					5				4				3				17				2				1				1				2				70				1				1				2				7				2				1				4								123
REVENUES:
	Rental income			$	305			$	446			$	256			$	1,200			$	362			$	170			$	277			$	308			$	12,103			$	178			$	793			$	520			$	1,190			$	770			$	389			$	772							$	20,039
	Other property related income								16				10				31								19				9				8				620				12				38				92				48				5				9				59								976
		Total revenues			305				462				266				1,231				362				189				286				316				12,723				190				831				612				1,238				775				398				831				0				21,015
OPERATING EXPENSES:
	Property operating expenses				148				148				90				480				43				65				118				214				4,835				81				310				312				553				369				102				405			$	262	(b)			8,535
	Depreciation																																																																				6,784	(a)			6,784
	General and administrative/ management fees to related party				18				12				17												11				15								671								35				39				62				83				23				27				(814	)(b)			199
		Total operating expenses			166				160				107				480				43				76				133				214				5,506				81				345				351				615				452				125				432				6,232				15,518
OPERATING INCOME					139				302				159				751				319				113				153				102				7,217				109				486				261				623				323				273				399				(6,232	)			5,497
OTHER EXPENSE:
	Interest expense																																																																				4,939	(c)			4,939
	Loan procurement amortization expense
		Total other expense			0				0				0				0				0				0				0				0				0				0				0				0				0				0				0				0				4,939				4,939
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST					139				302				159				751				319				113				153				102				7,217				109				486				261				623				323				273				399				(11,171	)			558
	Minority interest
INCOME (LOSS) FROM CONTINUING OPERATIONS				$	139			$	302			$	159			$	751			$	319			$	113			$	153			$	102			$	7,217			$	109			$	486			$	261			$	623			$	323			$	273			$	399			$	(11,171	)		$	558

	(a)	Depreciation expense adjustment includes depreciation calculated on a straight line basis over the estimated useful lives ranging between 5-39 years on assets acquired in 2005 of:

Amount of storage facility acquisitions closed as of June 30, 2005		$134,711
Amount of storage facility acquisitions closed from July 1, 2005 to the date hereof		303,012
		$437,723		, with $324,927 allocated to buildings and $112,796 allocated to land.

F-10

---

Table of Contents

	Depreciation expense for acquisitions made prior to June 30, 2005 was only adjusted for depreciation expense not already reflected in the historical financial statements.

	(b)	Management fees of $1,013 are eliminated as these represent fees paid to an unaffiliated management company that will no longer be incurred. Additional costs of $461 are anticipated to be incurred to manage the new facilities purchased. Adjustment reflects net difference between these expenses.

	(c)	Represents additional interest expense from debt assumed in connection with completed facility transactions:

	Additional interest on loan assumed between January 1, 2005 and June 30, 2005:

Mortgage loan collateralized by Frisco II, TX facility, due 2014, effective interest rate of 5.25% per annum		$	58

	Interest for the six months ended June 30, 2005 on loans assumed between July 1, 2005 and September 27, 2005:

Mortgage loans collateralized by certain facilities of National Self Storage due from 2007 to 2014, effective interest rates ranging from 5.00% to 5.59% per annum			1,097
Mortgage loans collateralized by certain facilities of National Self Storage due 2006, stated interest rate 8.02% per annum			1,612
Interest from borrowings under our revolving credit facility related to acquisitions completed subsequent to June 30, 2005			2,172
Total increase in interest expense		$	4,939

	(d)	Results of operations exclude one facility which was sold in the second quarter of 2005.

(10)	Adjustments relate to the reduction of interest expense as a result of debt repayments from proceeds of the offering:

Repayment of revolving credit facility		$	(2,544	)
Repayment of mortgage loans collateralized by certain facilities of National Self Storage due 2006, stated interest rate 8.02% per annum			(1,612	)
		$	(4,156	)

F-11

---

Table of Contents

(11)	Represents the following results of operations which will be reflected in our operating partnership as a result of the pending acquisition of 17 storage facilities.

																				Total
																				Pending
								Dallas,				Jacksonville,								Facility
				Texas				TX				FL				Adjustments				Acquisitions
TOTAL FACILITIES					8	(d)			8				1	(e)							17
REVENUES:
	Rental income			$	955			$	1,658											$	2,613
	Other property related income				85																85
		Total revenues			1,040				1,658				0				0				2,698
OPERATING EXPENSES:
	Property operating expenses				702				254							$	36	(b)			992
	Depreciation																1,558	(a)			1,558
	General and administrative				41												(13	)(b)			28
		Total operating expenses			743				254				0				1,581				2,578
OPERATING INCOME (EXPENSE)					297				1,404				0				(1,581	)			120
OTHER EXPENSE:
	Interest expense																358	(c)			358
	Loan procurement amortization expense
		Total other expense			0				0				0				358				358
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST					297				1,404				0				(1,939	)			(238	)
	Minority interest
INCOME (LOSS) FROM CONTINUING OPERATIONS				$	297			$	1,404			$	0			$	(1,939	)		$	(238	)

	(a)	Depreciation expense adjustment includes depreciation calculated on a straight line basis over the estimated useful lives ranging between 5-39 years on assets acquired of $82,828, with $61,484 allocated to buildings and $21,344 allocated to land.

	(b)	Management fees of $41 are eliminated as these represent fees paid to an unaffiliated management company that will no longer be incurred. Additional costs of $64 are anticipated to be incurred to manage the new facilities purchased. Adjustment reflects net difference between these expenses.

	(c)	Adjustment represents interest expense relating to assumed mortgages secured by five of the facilities.

	(d)	Includes one facility currently under construction.

	(e)	The Jacksonville, FL facility is not scheduled to open before December 2005.

(12)	Reflects the allocation of income to minority interest holders (approximately 8.72%).

F-12

---

Table of Contents

																				Offering and Related Transactions
												Completed
								IPO and				and Pending				Completed												Pending
								Related				Financing				Facility				Common				Debt				Facility				Other
				Historical				Transactions				Transactions				Acquisitions				Stock				Repayment				Acquisitions				Adjustments				U-Store-It Trust
				(13)				(14)				(15)				(16)				Offering				(17)				(18)				(19)				Pro Forma
REVENUES:
	Rental income			$	86,945											$	68,085											$	3,847							$	158,877
	Other property related income				4,663			$	1,912								3,792												110								10,477
		Total revenues			91,608				1,912				0				71,877				0				0				3,957				0				169,354
OPERATING EXPENSES:
	Property operating expenses				35,666				1,520								28,153												1,778								67,117
	Depreciation				22,328				1,062								24,508												3,159								51,057
	Management fees to related party/ general and administrative				7,943				4,037								543												55								12,578
		Total operating expenses			65,937				6,619				0				53,204				0				0				4,992				0				130,752
OPERATING INCOME (EXPENSE)					25,671				(4,707	)			0				18,673				0				0				(1,035	)			0				38,602
OTHER EXPENSE:
	Interest expense				23,813				65			$	12,557	(i)			10,331							$	(7,541	)			715								39,940
	Loan procurement amortization expense and other				5,939				(5,152	)			352	(ii)																							1,139
	Early extinguishment of debt				7,012				(7,012	)
	Costs incurred to acquire management company				22,152																																22,152
		Total other expense			58,916				(12,099	)			12,909				10,331				0				(7,541	)			715				0				63,231
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST					(33,245	)			7,392				(12,909	)			8,342				0				7,541				(1,750	)			0				(24,629	)
	Minority interest				898																											$	1,249				2,147
INCOME (LOSS) FROM CONTINUING OPERATIONS				$	(32,347	)		$	7,392			$	(12,909	)		$	8,342			$	0			$	7,541			$	(1,750	)		$	1,249			$	(22,482	)
Earnings (Loss) per share:
	Basic earnings per share																																			$	(0.41	)
	Diluted earnings per share																																			$	(0.41	)
Weighted average share information:
	Basic shares outstanding																																				54,577,920
	Diluted shares outstanding																																				54,577,920

F-13

---

Table of Contents

(13)	Reflects the historical consolidated statement of operations of U-Store-It Trust from October 21, 2004 to December 31, 2004 and historical consolidated and combined operating results for the Predecessor from January 1, 2004 to October 20, 2004. The operating results for the year ended December 31, 2004 are not comparable to future expected operating results of U-Store-It Trust since they include various IPO-related charges.
(14)	Reflects the impact of our IPO and related transactions:

				IPO				IPO
				Formation				Offering				Financing				Other				IPO and
				Transactions				Transactions				Transactions				Adjustments				Related
				(a)				(b)				(c)				(d)				Transactions
REVENUES:
	Rental income
	Other property related income							$	1,912											$	1,912
		Total revenues			0				1,912				0				0				1,912
OPERATING EXPENSES:
	Property operating expenses								1,520												1,520
	Depreciation			$	1,062																1,062
	Management fees to related party/ general and administrative								1,510							$	2,527				4,037
		Total operating expenses			1,062				3,030								2,527				6,619
OPERATING INCOME (EXPENSE)					(1,062	)			(1,118	)			0				(2,527	)			(4,707	)
OTHER EXPENSE:
	Interest expense				3,868							$	(3,803	)							65
	Loan procurement amortization expense and other				3,482								(8,634	)							(5,152	)
	Early extinguishment of debt																(7,012	)			(7,012	)
	Costs incurred to acquire management company
		Total other expense			7,350				0				(12,437	)			(7,012	)			(12,099	)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST					(8,412	)			(1,118	)			12,437				4,485				7,392
	Minority interest
INCOME (LOSS) FROM CONTINUING OPERATIONS				$	(8,412	)		$	(1,118	)		$	12,437			$	4,485			$	7,392

	(a)	The following table summarizes the pro forma impact of certain transactions that occurred on May 4, 2004 assuming that they occurred on January 1, 2004, as a result of the purchase of the interests in Acquiport/ Amsdell I Limited Partnership from the Common Retirement Fund of the State of New York (the “Fund”) and the Square Foot Companies, LLC (“Square Foot”), a company owned by our President and Chief Financial Officer.

						Purchase of the Fund’s				Repayment of				Total IPO
		Lehman Brothers				and Square Foot’s				Revolving Line				Formation
		Term Loan (1)				Ownership Interest (2)				of Credit (3)				Transactions
Depreciation expense						$	1,062							$	1,062
Interest expense		$	5,744							$	(1,876	)		$	3,868
Loan procurement cost amortization		$	3,744							$	(262	)		$	3,482

F-14

---

Table of Contents

	(1)	Interest expense associated with the term loan from an affiliate of Lehman Brothers, with an average interest rate of 4.13%. Adjustment reflects interest expense of approximately $8,743, net of the portion of the interest expense, $2,999, which was included in the historical Acquiport/ Amsdell Predecessor financial statements. The loan procurement cost adjustment reflects amortized loan procurement costs of approximately $5,615, net of the portion of the costs, $1,871, that was included in the historical Acquiport/Amsdell Predecessor amounts. The total loan procurement costs incurred of $11,231 are amortized over a 12 month period.
	(2)	Adjustments relate to the depreciation associated with the step-up in basis of depreciable assets associated with the purchase of the Fund’s and Square Foot’s ownership interests, net of the amount included in the historical Acquiport/ Amsdell Predecessor financial statements.
	(3)	Adjustment relates to the elimination of interest expense relating to the revolving line of credit in 2004, which was repaid with proceeds from the new term loan from an affiliate of Lehman Brothers on May 4, 2004, and the amortization associated with the revolving credit facility loan procurement costs.

	(b)	Adjustments relate to the purchase of U-Store-It Mini Warehouse Co. concurrent with the closing of our IPO.

Amount represents adjustment to ancillary revenues from the purchase of U-Store-It Mini Warehouse Co:			$	1,912	(1)
Amount represents adjustment to property operating expenses from the purchase of U-Store-It Mini Warehouse Co:
	Cost of goods sold		$	1,279	(2)
	Provision for income taxes			241	(3)
			$	1,520
Amount represents adjustments to management fees to related party/general and administrative expense from the purchase of U-Store-It Mini Warehouse Co:
	Management fees		$	(3,689	)(4)
	Employee compensation			2,448	(5)
	General and administrative			2,751	(6)
			$	1,510

	(1)	Ancillary revenue was historically revenue of U-Store-It Mini Warehouse Co. as stipulated in the management agreement between U-Store-It Mini Warehouse Co. and Acquiport/ Amsdell I Limited Partnership. Following the termination of the management contracts, this income was earned by our operating partnership.
	(2)	Represents the cost of goods sold associated with the ancillary revenue.
	(3)	Amount relates to the estimated tax at 38% on net ancillary income earned at our taxable REIT subsidiary.
	(4)	Amount represents the elimination of management fees paid to U-Store-It Mini Warehouse Co.
	(5)	Amount represents the payroll and fringe benefit costs associated with the employees who became employees of the operating partnership in connection with the purchase of U-Store-It Mini Warehouse Co.

F-15

---

Table of Contents

	(6)	Amount represents the general and administrative overhead charges associated with the U-Store-It Mini Warehouse Co.’s headquarters.

	(c)	Adjustments relate to the interest expense and loan procurement amortization expense related to incurrence of new senior mortgage debt in October 2004:

Interest expense adjustment:
	Interest expense on senior 5.09% fixed rate mortgage due 2009		$	3,788
	Interest expense on senior 5.19% fixed rate mortgage due 2010			3,863
	Interest expense on senior 5.33% fixed rate mortgage due 2011			3,967
Less interest expense on loans repaid in the financing transactions:
	Mortgage loan collateralized by the Lakewood, OH facility, due April 2009, stated interest rate of 7.00% per annum			(119	)
	Mortgage loan collateralized by the Lake Worth, FL facility, due August 2004, stated interest rate of 3.15% per annum			(263	)
	Mortgage loan collateralized by the Lake Worth, FL facility, due December 2004, stated interest rate of 3.15% per annum			(51	)
	Mortgage loan collateralized by the Vero Beach I, FL facility, due December 2006, stated interest rate of 3.59% per annum			(22	)
	Mortgage loan collateralized by the San Bernardino IV, CA facility, due April 2006, stated interest rate of 9.35% per annum			(89	)
	Mortgage loan collateralized by the Boca Raton, FL facility, due September 2009, stated interest rate of 7.55% per annum			(127	)
	Mortgage loan collateralized by the Lancaster, CA facility, due May 2008, stated interest rate of 7.38% per annum			(65	)
	Mortgage loan collateralized by the Vista, CA facility, due February 2008, stated interest rate of 7.51% per annum			(127	)
	Note payable to related parties, due December 2004, average interest rate of 6.10% per annum			(56	)
	Term loan provided by an affiliate of Lehman Brothers, due May 2005, average interest rate of 4.21% per annum			(14,361	)
	Elimination of effect of interest rate swap on a mortgage secured by the Lake Worth, FL facility, due August 2004			(141	)
	Net decrease in interest expense		$	(3,803	)

F-16

---

Table of Contents

Loan procurement amortization expense adjustment:
	Senior 5.09% fixed rate mortgage due 2009		$	74
	Senior 5.19% fixed rate mortgage due 2010			68
	Senior 5.33% fixed rate mortgage due 2011			60
	Revolving credit facility due 2006			435
Less loan procurement amortization expense on repaid indebtedness:
	Mortgage loan collateralized by the Lakewood, OH facility, due April 2009, stated interest rate of 7.00% per annum			(15	)
	Mortgage loan collateralized by the Lake Worth, FL facility, due August 2004, stated interest rate of 3.15% per annum			(8	)
	Mortgage loan collateralized by the Lake Worth, FL facility, due December 2004, stated interest rate of 3.15% per annum			(3	)
	Mortgage loan collateralized by the Lancaster, CA facility, due May 2008, stated interest rate of 7.38% per annum			(2	)
	Term loan provided by an affiliate of Lehman Brothers, due May 2005, average interest rate of 4.21% per annum			(9,243	)
			$	(8,634	)

	(d)	Other adjustments:

Adjustment relates to reduction of loan procurement cost amortization and loan prepayment penalties applicable to early extinguishment of debt		$	(7,012	)
Adjustment for non-recurring compensation charge related to issuance of deferred share grants at the IPO		$	(2,400	)
Adjustment to increase compensation expense for employment agreements			917
Adjustment to increase stock compensation expense			527
Estimated incremental general and administrative costs associated with becoming a public company			3,483
		$	2,527

(15)	Adjustments relate to the interest expense and loan procurement amortization expense related to the completed and pending financing transactions subsequent to December 31, 2004.

	(i)	Reflects increase in interest expense as a result of completed and pending financing transactions:

Multi-facility 5.13% mortgage loan, due 2012		$	4,104
Multi-facility 4.96% mortgage loan, due 2012			3,968
Multi-facility 5.98% mortgage loan, due 2015			4,485	(a)
		$	12,557

F-17

---

Table of Contents

	(ii)	Represents adjustments to loan procurement expense related to the completed and pending financing transactions:

Multi-facility 5.13% mortgage loan, due 2012		$	166
Multi-facility 4.96% mortgage loan, due 2012			146
Multi-facility 5.98% mortgage loan, due 2015			40	(a)
		$	352

	(a)	We expect to enter into a multi-facility fixed rate mortgage loan in October 2005 in the amount of up to $75,000, which loan will bear interest at 5.98% and mature in October 2015. We assumed the obligation to enter into this loan in connection with the National Self Storage acquisition.

F-18

---

Table of Contents

(16)

Represents the results of operations which will be reflected in our operating partnership as a result of the acquisition of 170 self storage facilities. All of these acquisitions have been completed prior to the date of the offering. For facilities acquired prior to December 31, 2004, the following results of operations only include amounts not already included in historical results of operations.

																																																																																												Total
								Bradenton II &																												Liberty																				National																																				Completed
				Metro				West Palm				California,				Dania				Option				Gaithersburg,				Ford				A-1 Self				Self-				Frisco								A-1 Self				Extra				Self				Tempe,				Clifton,				Elizabeth &								Miami,				Pensacola,												Facility
				Storage				Beach II, FL				MD				Beach, FL				Facilities				MD				Storage				Storage				Stor(d)				I & II, TX				Ocoee, FL				Storage				Closet				Storage				AZ				NJ				Hoboken, NJ				Colorado				FL				FL				Texas				Adjustments				Acquisitions
TOTAL FACILITIES					42				2				1				1				3				1				5				4				17	(e)			2				1				1				2				70				1				1				2				7				2				1				4								170
REVENUES:
	Rental income			$	16,204			$	1,986			$	544			$	1,431			$	1,664			$	1,159			$	1,835			$	2,221			$	5,180			$	1,007			$	581			$	800			$	755			$	23,773			$	361			$	1,695			$	1,107			$	2,349			$	1,498			$	468			$	1,467							$	68,085
	Other property related income				1,673				99				15				27				47				33								79												64				9				43				1,239				28				104				86				105				11				24				106								3,792
		Total revenues			17,877				2,085				559				1,458				1,711				1,192				1,835				2,300				5,180				1,007				645				809				798				25,012				389				1,799				1,193				2,454				1,509				492				1,573				0				71,877
OPERATING EXPENSES:
	Property operating expenses				6,540				787				296				1,202				812				478				647				572				1,940				186				243				309				281				8,949				154				562				661				1,072				800				147				790			$	725	(b)			28,153
	Depreciation																																																																																								24,508	(a)			24,508
	Management fees to related party/ general and administrative				536				216				33								101				72				105				54								54				36				29				48				1,302								81				87				123				204				31				52				(2,621	)(b)			543
		Total operating expenses			7,076				1,003				329				1,202				913				550				752				626				1,940				240				279				338				329				10,251				154				643				748				1,195				1,004				178				842				22,612				53,204
OPERATING INCOME					10,801				1,082				230				256				798				642				1,083				1,674				3,240				767				366				471				469				14,761				235				1,156				445				1,259				505				314				731				(22,612	)			18,673
OTHER EXPENSE:
	Interest expense																																																																																								10,331	(c)			10,331
	Loan procurement amortization expense
		Total other expense			0				0				0				0				0				0				0				0				0				0				0				0				0				0				0				0				0				0				0				0				0				10,331				10,331
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST					10,801				1,082				230				256				798				642				1,083				1,674				3,240				767				366				471				469				14,761				235				1,156				445				1,259				505				314				731				(32,943	)			8,342
	Minority interest
INCOME (LOSS) FROM CONTINUING OPERATIONS				$	10,801			$	1,082			$	230			$	256			$	798			$	642			$	1,083			$	1,674			$	3,240			$	767			$	366			$	471			$	469			$	14,761			$	235			$	1,156			$	445			$	1,259			$	505			$	314			$	731			$	(32,943	)		$	8,342

F-19

---

Table of Contents

(a)	Depreciation expense adjustment includes depreciation calculated on a straight line basis over the estimated useful lives ranging between 5-39 years on assets acquired of:

2004 acquisitions		$	235,752
Amount of storage facility acquisitions as of June 30, 2005			134,711
Amount of storage facility acquisitions from July 1, 2005 to the date hereof			303,012
		$	673,475			, with $499,929 allocated to buildings and
						$173,546 allocated to land.

	Depreciation expense for acquisitions made in 2004 was only adjusted for depreciation expense not already reflected in historical financial statements
(b)	Management fees of $3,164 are eliminated as these represent fees paid to an unaffiliated management company that will no longer be incurred. Additional costs of $1,268 are anticipated to be incurred to manage the new properties purchased. Adjustment reflects net difference between these expenses.
(c)	Represents additional interest expense from debt assumed in connection with completed facility transactions:

Additional interest on loans assumed between January 1, 2005 and June 30, 2005:
	Mortgage loan collateralized by Gaithersburg, MD facility, due 2010, effective interest rate of 5.25% per annum		$	392
	Mortgage loan collateralized by Frisco II, TX facility, due 2014, effective interest rate of 5.25% per annum			204
				596

Mortgage loans collateralized by certain facilities of National Self Storage due from 2007 to 2014, effective interest rates ranging from 5.00% to 5.59% per annum			2,194
Mortgage loans collateralized by certain facilities of National Self Storage due 2006, stated interest rate 8.02% per annum			3,223
Interest from borrowings under our revolving credit facility related to acquisitions completed subsequent to June 30, 2005			4,318
Total increase in interest expense		$	10,331

(d)	Results of operations include one facility which was sold in the second quarter of 2005.
(e)	Excludes one facility which was sold in the second quarter of 2005.

(17)	Adjustments relate to the reduction of interest expense as a result of debt repayments from proceeds of this offering:

Repayment of revolving credit facility		$	(4,318	)
Repayment of mortgage loans collateralized by certain facilities of National Self Storage due 2006, stated interest rate 8.02% per annum.			(3,223	)
		$	(7,541	)

F-20

---

Table of Contents

(18)	Represents the results of operations which will be reflected in our operating partnership as a result of the pending acquisition of 17 storage facilities.

																				Total Pending
								Dallas,				Jacksonville,								Facility
				Texas				TX				FL				Adjustments				Acquisitions
TOTAL FACILITIES					8	(d)			8				1	(e)							17
REVENUES:
	Rental income			$	1,154			$	2,693											$	3,847
	Other property related income				110																110
		Total revenues			1,264				2,693				0				0				3,957
OPERATING EXPENSES:
	Property operating expenses				1,188				523							$	67	(b)			1,778
	Depreciation																3,159	(a)			3,159
	Management fees to related party/ general and administrative				64												(9	)(b)			55
		Total operating expenses			1,252				523				0				3,217				4,992
OPERATING INCOME (EXPENSE)					12				2,170				0				(3,217	)			(1,035	)
OTHER EXPENSE:
	Interest expense																715	(c)			715
	Loan procurement amortization expense
		Total other expense			0				0				0				715				715
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST					12				2,170				0				(3,932	)			(1,750	)
	Minority interest
INCOME (LOSS) FROM CONTINUING OPERATIONS				$	12			$	2,170			$	0			$	(3,932	)		$	(1,750	)

	(a)	Depreciation expense adjustment includes depreciation calculated on a straight line basis over the estimated useful lives ranging between 5-39 years on assets acquired of $82,828, with $61,484 allocated to buildings and $21,344 allocated to land.
	(b)	Management fees of $64 are eliminated as these represent fees paid to an unaffiliated management company that will no longer be incurred. Additional costs of $122 are anticipated to be incurred to manage the new facilities purchased. Adjustment reflects net difference between these expenses.

	(c)	Adjustment represents interest expense relating to assumed mortgages secured by five of the facilities.
	(d)	Includes one facility currently under construction.
	(e)	The Jacksonville, FL facility is not scheduled to open before December 2005.

(19)	Reflects the allocation of income to minority interest holders (approximately 8.72%).

F-21

---

Table of Contents

				June 30,				December 31,
				2005				2004
ASSETS
Storage facilities — net				$	847,539			$	729,155
Cash					5,808				28,485
Restricted cash					14,090				7,211
Loan procurement costs — net of amortization					6,932				7,624
Other assets					5,244				3,399
TOTAL ASSETS				$	879,613			$	775,874
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
	Loans payable			$	489,372			$	380,496
	Capital lease obligations				90				156
	Accounts payable and accrued expenses				12,234				10,958
	Distributions payable				10,457				7,532
	Rents received in advance				6,917				5,835
	Security deposits				609				455
		Total Liabilities			519,679				405,432
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST					17,275				11,062
SHAREHOLDERS’ EQUITY
	Common shares, $.01 par value, 200,000,000 shares authorized, 37,345,162 issued and outstanding				373				373
	Additional paid in capital				396,932				396,662
	Retained deficit				(54,564	)			(37,430	)
	Unearned share grant compensation				(82	)			(225	)
		Total shareholders’ equity			342,659				359,380
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY				$	879,613			$	775,874

F-22

---

Table of Contents

								The								The
				The Company				Predecessor				The Company				Predecessor
				Three Months				Three Months				Six Months				Six Months
				Ended				Ended				Ended				Ended
				June 30, 2005				June 30, 2004				June 30, 2005				June 30, 2004
REVENUES:
	Rental income				$31,480			$	20,261			$	59,077			$	39,752
	Other property related income				2,304				946				4,422				1,979
		Total revenues			33,784				21,207				63,499				41,731
OPERATING EXPENSES:
	Property operating expenses				12,014				7,987				22,810				15,685
	Depreciation				8,744				5,259				16,765				9,987
	General and administrative				3,229				—				6,254				—
	Management fees – related party				—				1,138				—				2,240
		Total operating expenses			23,987				14,384				45,829				27,912
OPERATING INCOME					9,797				6,823				17,670				13,819
OTHER EXPENSE:
	Interest expense				7,142				6,001				12,949				9,740
	Loan procurement amortization expense				385				2,045				758				2,218
	Other				(30	)			—				(14	)			—
		Total other expense			7,497				8,046				13,693				11,958
INCOME (LOSS) BEFORE MINORITY INTEREST					2,300				(1,223	)			3,977				1,861
MINORITY INTEREST					(96	)			—				(156	)			—
NET INCOME (LOSS)				$	2,204			$	(1,223	)		$	3,821			$	1,861
Basic income per share				$	0.06							$	0.10
Diluted income per share				$	0.06							$	0.10
Weighted-average basic common shares outstanding					37,477,920								37,477,920
Weighted-average diluted shares outstanding					37,519,841								37,501,575
Distributions declared per share of common stock				$	0.28							$	0.56

F-23

---

Table of Contents

			Common Shares								Additional				Unearned
											Paid in				Share Grant				Retained
			Number				Amount				Capital				Compensation				Deficit				Total
BALANCE at December 31, 2004				37,345			$	373			$	396,662			$	(225	)		$	(37,430	)		$	359,380
	Amortization of restricted shares			—				—				—				143				—				143
	Share compensation expense			—				—				270				—				—				270
	Net income			—				—				—				—				3,821				3,821
	Distributions			—				—				—				—				(20,955	)			(20,955	)
BALANCE at June 30, 2005				37,345			$	373			$	396,932			$	(82	)		$	(54,564	)		$	342,659

F-24

---

Table of Contents

							The Company				The Predecessor
							Six Months Ended				Six Months Ended
							June 30, 2005				June 30, 2004
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income						$	3,821			$	1,861
		Adjustments to reconcile net income to net cash provided by operating activities:
			Depreciation and amortization					17,523				12,205
			Equity compensation expense					413				—
			Minority interest in net income of subsidiaries					156				—
			Gain on sale of assets					(9	)			—
			Changes in other operating accounts:
				Other assets				(1,694	)			(587	)
				Accounts payable and accrued expenses				1,003				3,263
				Other liabilities				255				252
					Net cash provided by operating activities			21,468				16,994
CASH FLOWS FROM INVESTING ACTIVITIES:
	Additions and improvements to storage facilities							(116,584	)			(1,534	)
	Proceeds from sale of asset							561				—
	Increase in restricted cash							(6,766	)			(1,254	)
					Net cash used in investing activities			(122,789	)			(2,788	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from:
		Loans payable						98,500				424,500
		Notes payable—related parties						—				3,961
	Principal payments on:
		Loans payable						(999	)			(144,208	)
		Capital lease obligations						(66	)			(125	)
	Shareholder distributions							(18,030	)			—
	Minority interest distributions							(695	)			—
	Cash distributions to owners							—				(17,056	)
	Loan procurement costs							(66	)			(8,683	)
	Cash contributions from owners							—				126
	Loan made to owners							—				(277,152	)
					Net cash provided by (used in) financing activities			78,644				(18,637	)
NET DECREASE IN CASH								(22,677	)			(4,431	)
CASH — Beginning of period								28,485				7,503
CASH — End of period							$	5,808			$	3,072
Supplemental disclosure of non-cash investing and financing activities:
	Storage facilities acquired through the issuance of limited partnership units in the operating partnership						$	6,752				—
	Storage facilities acquired through the assumption of mortgage loans						$	11,375				—
	Other assets and liabilities (net) acquired as part of storage facility acquisitions						$	990				—

F-25

---

Table of Contents

F-26

---

Table of Contents

			June 30,				December 31,
Description			2005				2004
			($ in thousands)
Land			$	169,510			$	136,168
Buildings and improvements				721,752				635,718
Equipment				95,487				79,742
	Total			986,749				851,628
Less accumulated depreciation				(139,210	)			(122,473	)
Storage facilities — net			$	847,539			$	729,155

	•	Acquisition of Option Facility. On January 5, 2005, the Company purchased the San Bernardino VII, California facility from Rising Tide Development, LLC (“Rising Tide Development”) (a related party) for the purchase price of approximately $7.3 million, consisting of $3.8 million in cash (which cash was used to pay off mortgage indebtedness secured by the facility) and $3.5 million paid in units in the Operating Partnership.
	•	Acquisition of Self-Storage Zone Facility. On January 14, 2005, the Company acquired one self-storage facility from Airpark Storage LLC in Gaithersburg, Maryland for consideration of $10.7 million, consisting of $4.3 million in cash and $6.4 million of indebtedness. The purchase price allocation was finalized during the second quarter of 2005 for $11.8 million. The purchase price adjustment related primarily to a fair market value adjustment for debt.
	•	Acquisition of Ford Storage Facilities. On March 1, 2005, the Company acquired five self-storage facilities, located in central Connecticut, from Ford Storage for an aggregate purchase price of $15.5 million in cash.
	•	Acquisition of A-1 Self-Storage Facilities. On March 15, 2005, the Company acquired five self-storage properties, located in Connecticut, from A-1 Self Storage for an aggregate purchase price of approximately $21.7 million in cash. These facilities total approximately 201,000 rentable square feet.

F-27

---

Table of Contents

		The Company now operates two of these facilities as one facility. On May 5, 2005, the Company acquired one self-storage facility from A-1 Self Storage for approximately $6.4 million in cash. The facility contains approximately 30,000 rentable square feet and is located in New York.
	•	Acquisition of Option Facilities. On March 18, 2005, the Company purchased the Orlando II, Florida and the Boynton Beach II, Florida facilities from Rising Tide Development (a related party) for a purchase price initially determined to be $11.8 million, consisting of $6.8 million in cash (which cash was used to pay off mortgage indebtedness secured by the facilities) and $5.0 million in units of the Operating Partnership. An adjustment to the purchase price was effected during the second quarter of 2005, reducing the purchase price to $10.1 million, consisting of $6.8 million in cash and $3.3 million in units of the Operating Partnership after a price reduction of $1.7 million in May 2005.
	•	Acquisition of Liberty Self-Stor Facilities. On April 5, 2005, the Company acquired 18 self-storage facilities from Liberty Self-Stor Ltd., a subsidiary of Liberty Self-Stor, Inc., for an aggregate purchase price of $34.0 million (the “Liberty Acquisition”). The facilities total approximately 926,000 rentable square feet and are located in Ohio and New York. In June 2005, the Company sold one facility, containing approximately 17,000 rentable square feet acquired in the Liberty Acquisition for $0.6 million, which approximated book value. Revenues, for the property sold, and the related results for operations were, insignificant to the Company’s total revenues and related results of operations for the quarter ended June 30, 2005.
	•	Acquisition of Individual Storage Facilities. In April 2005, the Company acquired three self-storage facilities from two parties for an aggregate purchase price of approximately $14.9 million in cash. These facilities total approximately 200,000 rentable square feet and are located in Texas (2 properties) and Florida (1 property).
	•	Acquisition of Extra Closet Facilities. On May 24, 2005, the Company acquired two facilities from Extra Closet for an aggregate purchase price of approximately $6.8 million in cash. These facilities total approximately 99,000 rentable square feet and are located in Illinois.

		Number of Self-
		Storage Facilities
Balance — December 31, 2004			201
Facilities acquired			38
Facilities consolidated(1)			(2	)
Facilities sold			(1	)
Balance — June 30, 2005			236

(1)	The Company operates two of the facilities owned as of December 31, 2004 as one facility and two of the facilities acquired in March 2005 as one facility.

F-28

---

Table of Contents

		June 30,				December 31,
Description		2005				2004
		($ in thousands)
The $90,000 loan from Lehman Brothers Holdings, Inc. (“Lehman Capital”) to YSI I LLC requires interest only payments until November 2005 and monthly debt service payments of $517 per month from November 2005 through May 2010. Interest is paid at the fixed rate of 5.19% through May 2010. The loan is collateralized by first mortgage liens against 21 storage facilities of YSI I LLC, which had a net book value of $94,493 at June 30, 2005.		$	90,000			$	90,000
The $90,000 loan from Lehman Capital to YSI II LLC requires interest only payments until November 2005 and monthly debt service payments of $524 per month from November 2005 through January 2011. Interest is paid at the fixed rate of 5.325% through January 2011. The loan is collateralized by first mortgage liens against 18 storage facilities of YSI II LLC, which had a net book value of $95,881 at June 30, 2005.			90,000				90,000
The $90,000 loan from Lehman Brothers Bank, FSB (“Lehman Brothers Bank”) to YSI III LLC, requires interest only payments until November 2005 and monthly debt service payments of $511 per month from November 2005 through November 2009. Interest is paid at the fixed rate of 5.085% through November 2009. The loan is collateralized by first mortgage liens against 26 storage facilities of YSI III LLC, which had a net book value of $128,253 at June 30, 2005.			90,000				90,000
The $70,000 loan from Lehman Capital to Acquiport III requires payments of $548 per month which includes interest payable monthly at 8.16% per annum through November 1, 2006, which is referred to in the loan agreement as the “anticipated repayment date.” The Company intends to repay the loan on or before the anticipated repayment date. After October 31, 2006, the loan requires interest at the greater of 13.16% and a defined Treasury rate plus 5%, additional monthly principal payments based on defined net cash flow and final repayment by November 1, 2025. The loan is collateralized by first mortgage liens against 41 storage facilities of Acquiport III, which had a net book value of $112,043, and restricted cash (on defeased debt) of $3,489 at June 30, 2005.			65,656				66,217

F-29

---

Table of Contents

		June 30,				December 31,
Description		2005				2004
		($ in thousands)
The $42,000 mortgage loan from Lehman Brothers Bank to USI II requires principal payments of $300 per month and interest at 7.13% per annum through December 11, 2006, which is referred to in the loan agreement as the “anticipated repayment date.” The Company intends to repay the loan on or before the anticipated repayment date. After December 10, 2006, the loan requires interest at the greater of 12.13% and a defined Treasury rate plus 5%, additional monthly principal payments based on defined net cash flow and final repayment by December 11, 2025. The loan is collateralized by first mortgage liens against all ten storage facilities of USI II, which had a net book value of $40,610 at June 30, 2005.			39,508				39,878
The $7,700 mortgage loan from General Electric Capital Corporation to YSI IV LLC requires principal and interest payments of $52 per month at an interest rate of 8.63% per annum through July 2010, which is referred to in the loan agreement as the “maturity date.” The loan is collateralized by a first mortgage lien against one storage facility of YSI IV LLC, which had a net book value of $11,934 at June 30, 2005.			7,461				—
The $3,890 mortgage loan from General Electric Corporation to YSI V LLC requires principal and interest payments of $24 per month at an interest rate of 6.22% per annum through January 2014, which is referred to in the loan agreement the “maturity date”. The loan is collateralized by a first mortgage lien against one storage facility of YSI V LLC, which had a net book value of $6,040 at June 30, 2005.			3,890				—
The other loans payable assumed in conjunction with the acquisition of facilities require interest payable monthly at fixed rates ranging from 7.71% to 8.43% per annum and a weighted average of 8.01% at June 30, 2005. These loans require monthly payments of principal and interest, are due from 2008 to 2009, contain covenants with respect to net worth and are collateralized by first mortgage liens against two facilities at June 30, 2005 with a net book value of $7,283.			4,357				4,401

F-30

---

Table of Contents

		June 30,				December 31,
Description		2005				2004
		($ in thousands)
The Operating Partnership has a $150,000 secured revolving credit facility with a group of banks led by Lehman Brothers, Inc. and Wachovia Capital Markets, LLC. The credit facility bears interest at a variable rate, which ranged from 4.84% to 4.99% at June 30, 2005, based upon a base rate or a Eurodollar rate plus in each case, a spread depending on the Company’s leverage ratio. This credit facility is scheduled to mature in October 2007, with an option to extend the term for one year at the Company’s option. The loan is collateralized by first mortgage liens against 116 storage facilities of the Operating Partnership, which had a net book value of $349,004 at June 30, 2005. This facility contains certain restrictive covenants on distributions and other financial covenants, all of which the Company was in compliance with as of June 30, 2005.			98,500				—
Total		$	489,372			$	380,496

Year		Amount
2005 (remainder)		$	1,573
2006			109,413
2007			103,966
2008			8,037
2009			90,569
2010 and Thereafter			175,814
Total		$	489,372

5.	Minority Interests

F-31

---

Table of Contents

6.	Related Party Transactions

F-32

---

Table of Contents

F-33

---

Table of Contents

7.	Subsequent Events

	•	Entry into Aircraft Lease Agreement. In July 2005, the Operating Partnership entered into a Non-Exclusive Aircraft Lease Agreement with Aqua Sun pursuant to which the Operating Partnership may lease for corporate use from time to time an airplane owned by Aqua Sun (the “Aircraft Lease”). Under the terms of the Aircraft Lease, the Operating Partnership may lease use of the airplane owned by Aqua Sun at an hourly rate of $1,450 per flight hour. Aqua Sun is responsible for various costs associated with operation of the airplane, including insurance, storage and maintenance and repair, but the Operating Partnership is responsible for fuel costs and the costs of pilots and other cabin personnel required for its use of the airplane. The Aircraft Lease, which was effective as of July 1, 2005, has a one-year term and is automatically renewed for additional one-year periods unless terminated by either party. Either party may terminate the agreement with or without cause upon 60 days’ prior notice to the other party.

	•	Acquisition of Arizona Storage Facility. On July 11, 2005, the Company acquired one self-storage facility from Shurgard Storage for approximately $2.9 million in cash. The facility contains approximately 54,000 square feet and is located in Tempe, Arizona.
	•	Acquisition of New Jersey Storage Facility. On July 15, 2005, the Company acquired one self-storage facility from Self Storage Plus for approximately $16.8 million in cash. The facility contains approximately 106,000 square feet and is located in Clifton, New Jersey.
	•	Acquisition of National Self Storage Facilities. On July 26, 2005, the Company completed the acquisition of 70 self-storage facilities from various partnerships and other entities affiliated with National Self Storage and the Schomac Group, Inc. (“National Self Storage”) for an aggregate consideration of approximately $212.0 million. The consideration was comprised of approximately $61.5 million of units in the Operating Partnership, the assumption of approximately $80.8 million of outstanding debt by the Operating Partnership, and approximately $69.7 million in cash. The purchase agreement includes a provision permitting these unitholders, beginning one year after issuance of the units and for a period of seven years from the date of the closing and subject to certain conditions, to redeem a portion of their units by requiring us to purchase and simultaneously transfer to them real

F-34

---

Table of Contents

		estate properties to be identified by them for a purchase price equal to the fair value of such units. The redemption price is based on the trading price of the Company’s common shares 10 days before the redemption date. The purchase price allocation is preliminary and is based on currently available information and upon preliminary assumptions and estimates the Company believes are reasonable. The Company has acquired debt at above market rates which will be revalued to respective fair market values upon finalization of the purchase price. Additionally, the fair value of the units is approximately $10.0 million higher than the book value expected to be recorded under purchase accounting. The acquired portfolio totals approximately 3.7 million rentable square feet and includes self-storage facilities located in the Company’s existing markets in Southern California, Arizona and Tennessee and in new markets in Texas, Northern California, New Mexico, Colorado and Utah.
	•	Entry into Lehman Brothers Mortgage Loan. In July 2005, YSI VI LLC (“YSI VI”), an indirect subsidiary of the Company, entered into a fixed rate mortgage loan agreement with Lehman Brothers Bank, FSB, as the lender, in the principal amount of $80.0 million. The mortgage loan, which is secured by 24 of the Company’s self-storage facilities, bears interest at 5.13% and matures in August 2012. The mortgage loan will become immediately due and payable, and the lender will be entitled to interest on the unpaid principal sum at an increased rate, if any required payment is not paid on or prior to the date when due or on the happening of any other event of default. This mortgage loan requires YSI VI to establish reserves relating to the mortgaged facilities for replacements, repairs, real estate taxes and insurance. The Operating Partnership is a guarantor under this mortgage loan with respect to certain exceptions to the non-recourse provisions of the loan.
	•	Entry into LaSalle Bank Mortgage Loan. In August 2005, YASKY LLC (“YASKY”), an indirect subsidiary of the Company, entered into a fixed rate mortgage loan agreement with LaSalle Bank National Association, as the lender, in the principal amount of $80.0 million. The mortgage loan, which is secured by 28 of the Company’s self-storage facilities, bears interest at 4.96% and matures in September 2012. The mortgage loan will become immediately due and payable, and the lender will be entitled to interest on the unpaid principal sum at an increased rate, if any required payment is not paid on or prior to the date when due or on the happening of any other event of default. This mortgage loan requires YASKY LLC to establish reserves relating to the mortgaged facilities for replacements, repairs, real estate taxes and insurance. The Operating Partnership is a guarantor under this mortgage loan with respect to certain exceptions to the non-recourse provisions of the loan.
	•	Acquisition of Elizabeth, NJ and Hoboken, NJ Facilities. On August 4, 2005, the Company acquired two self-storage facilities for approximately $8.2 million in cash. These facilities total approximately 74,000 square feet and are located in Elizabeth and Hoboken, New Jersey.
	•	Acquisition of Colorado Portfolio. On September 22, 2005, the Company acquired seven self-storage facilities for $19.5 million in cash. These facilities total approximately 317,000 square feet and are located in Colorado.
	•	Acquisition of Miami, Florida Facilities. On September 27, 2005, the Company acquired two self-storage facilities for $17.8 million in cash. These facilities total approximately 151,000 square feet and are located in Miami, Florida.
	•	Acquisition of Pensacola, Florida Facility. On September 27, 2005, the Company acquired one self-storage facility for approximately $7.9 million in cash. This facility contains approximately 79,000 square feet and is located in Pensacola, Florida.
	•	Acquisition of Texas Portfolio. On September 27, 2005, the Company acquired four self-storage facilities for $15.6 million in cash. These facilities total approximately 227,000 square feet and are located in Texas.

F-35

---

Table of Contents

F-36

---

Table of Contents

			The Company				The Predecessor
			December 31, 2004				December 31, 2003
ASSETS
Storage facilities — net			$	729,155			$	395,599
Cash				28,485				7,503
Restricted cash				7,211				3,772
Loan procurement costs — net of amortization				7,624				2,461
Other assets				3,399				2,884
TOTAL ASSETS			$	775,874			$	412,219
LIABILITIES AND SHAREHOLDERS’/OWNERS’ EQUITY
LIABILITIES
	Loans payable		$	380,496			$	271,571
	Capital lease obligations			156				374
	Accounts payable and accrued expenses			10,958				3,218
	Distributions payable			7,532				—
	Accrued management fees—related parties			—				370
	Rents received in advance			5,835				4,552
	Security deposits			455				385
TOTAL LIABILITIES				405,432				280,470
COMMITMENTS AND CONTINGENCIES				—				—
MINORITY INTEREST				11,062				—
SHAREHOLDERS’/OWNERS’ EQUITY
	Common shares, $.01 par value, 200,000,000 shares authorized, 37,345,162 issued and outstanding			373				—
	Additional paid in capital			396,662				—
	Retained deficit			(37,430	)			—
	Unearned share grant compensation			(225	)			—
	Owners’ equity			—				131,749
TOTAL SHAREHOLDERS’/OWNERS’ EQUITY				359,380				131,749
TOTAL LIABILITIES AND SHAREHOLDERS’/OWNERS’ EQUITY			$	775,874			$	412,219

F-37

---

Table of Contents

				The Company				The Predecessor
				For the Period				For the Period
				October 21, 2004				January 1, 2004				Year Ended				Year Ended
				to December 31,				to October 20,				December 31,				December 31,
				2004				2004				2003				2002
REVENUES:
	Rental income			$	21,314			$	65,631			$	76,898			$	72,719
	Other property related income				1,452				3,211				3,916				3,866
		Total revenues			22,766				68,842				80,814				76,585
OPERATING EXPENSES:
	Property operating expenses				9,635				26,031				28,096				26,075
	Depreciation				5,800				16,528				19,494				19,656
	General and administrative				4,254				—				—				—
	Management fees — Related party				—				3,689				4,361				4,115
		Total operating expenses			19,689				46,248				51,951				49,846
OPERATING INCOME					3,077				22,594				28,863				26,739
OTHER INCOME (EXPENSE):
	Interest expense				(4,428	)			(19,385	)			(15,128	)			(15,944	)
	Loan procurement amortization expense				(240	)			(5,727	)			(1,015	)			(1,079	)
	Early extinguishment of debt				(7,012	)			—				—				—
	Costs incurred to acquire management company				(22,152	)			—				—				—
	Other				(41	)			69				12				—
		Total other expense			(33,873	)			(25,043	)			(16,131	)			(17,023	)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST					(30,796	)			(2,449	)			12,732				9,716
MINORITY INTEREST					898				—				—				—
NET INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS					(29,898	)			(2,449	)			12,732				9,716
DISCONTINUED OPERATIONS
	Income from operations				—				—				171				312
	Gain on sale of storage facilities				—				—				3,329				—
		Income from discontinued operations			—				—				3,500				312
NET INCOME (LOSS)				$	(29,898	)		$	(2,449	)		$	16,232			$	10,028
Basic and diluted loss per share				$	(0.80	)
Weighted-average common shares outstanding — basic and fully diluted					37,477,920

F-38

---

Table of Contents

			Common Shares								Additional				Unearned
											Paid in				Grant Shares				Retained				Owners’
			Number				Amount				Capital				Compensation				Deficit				Equity (Deficit)				Total
The Predecessor
	Balance at January 1, 2002			—			$	—			$	—			$	—			$	—			$	142,162			$	142,162
	Net income			—				—				—				—				—				10,028				10,028
	Cash contributions			—				—				—				—				—				16,666				16,666
	Cash distributions			—				—				—				—				—				(26,443	)			(26,443	)
	Balance at December 31, 2002			—				—				—				—				—				142,413				142,413
	Net income			—				—				—				—				—				16,232				16,232
	Cash contributions			—				—				—				—				—				1,788				1,788
	Cash distributions			—				—				—				—				—				(28,684	)			(28,684	)
	Balance at December 31, 2003			—				—				—				—				—				131,749				131,749
	Net loss			—				—				—				—				—				(2,449	)			(2,449	)
	Contributions			—				—				—				—				—				128,724				128,724
	Cash distributions			—				—				—				—				—				(18,297	)			(18,297	)
	Issuance of note receivable from owner			—				—				—				—				—				(277,152	)			(277,152	)
	Balance at October 20, 2004			—				—				—				—				—				(37,425	)			(37,425	)
The Company
	Reclassify Predecessor owners’ deficit			—				—				(37,961	)			—				—				37,961				—
	Reclassify Predecessor owners’ deficit relative to contribution of facilities at historic cost for partnership units			—				—				536				—				—				(536	)			—
	Net proceeds from sale of common shares			28,750				287				424,702				—				—				—				424,989
	Grant of restricted shares			—				—				2,675				(2,675	)			—				—				—
	Amortization of restricted shares			—				—				—				2,450				—				—				2,450
	Issuance of restricted shares			20				—				—				—				—				—				—
	Issuance of shares to former owners, property contributions			7,409				74				(74	)			—				—				—				—
	Issuance of shares to former owners, management company acquisition			1,166				12				18,648				—				—				—				18,660
	Share compensation expense			—				—				96				—				—				—				96
	Record minority interests for former owners’ continuing interests			—				—				(11,960	)			—				—				—				(11,960	)
	Net loss			—				—				—				—				(29,898	)			—				(29,898	)
	Distributions			—				—				—				—				(7,532	)			—				(7,532	)
				37,345			$	373			$	396,662			$	(225	)		$	(37,430	)		$	—			$	359,380

F-39

---

Table of Contents

						The Company				The Predecessor
						For the Period				For the Period
						October 21, 2004 to				January 1, 2004 to				Year Ended				Year Ended
						December 31, 2004				October 20, 2004				December 31, 2003				December 31, 2002
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)					$	(29,898	)		$	(2,449	)		$	16,232			$	10,028
	Adjustments to reconcile net income (loss) to net cash provided by operating activities
		Depreciation and amortization					6,040				22,255				20,716				20,936
		Early extinguishment of debt					7,012				—				—				—
		Share compensation expense					2,546				—				—				—
		Costs incurred to acquire management company					22,152				—				—				—
		Minority interest in net loss of subsidiaries					(898	)			—				—				—
		Gain on sales of storage facilities					—				—				(3,329	)			—
		Changes in other operating accounts:
			Other assets				3,021				118				657				(33	)
			Accounts payable and accrued expenses				(1,978	)			5,664				(205	)			602
			Other liabilities				1,418				(65	)			156				109
				Net cash provided by operating activities			9,415				25,523				34,227				31,642
CASH FLOWS FROM INVESTING ACTIVITIES:
		Additions and improvements to storage facilities					(224,976	)			(2,865	)			(8,808	)			(33,319	)
		Acquisition of management company, net					(3,492	)			—				—				—
		Disposals of storage facilities					—				583				—				—
		Net proceeds from sales of storage facilities					—				—				8,068				—
		Increase in restricted cash					(607	)			(2,832	)			(1,767	)			107
				Net cash used in investing activities			(229,075	)			(5,114	)			(2,507	)			(33,212	)
CASH FLOWS FROM FINANCING ACTIVITIES:
		Proceeds from sale of common shares					424,989				—				—				—
		Proceeds from:
			Loans payable				270,000				424,500				3,934				30,392
			Notes payable — related parties				—				3,961				—				—
		Principal payments on:
			Loans payable				(437,849	)			(147,725	)			(2,093	)			(21,040	)
			Notes payable — related parties				(1,600	)			(2,361	)			—				—
			Capital lease obligations				(21	)			(197	)			(309	)			(233	)
		Cash contributions from owners					—				108				1,788				16,666
		Loan made to owners					—				(277,152	)			—				—
		Cash distributions to owners					—				(18,297	)			(28,684	)			(26,443	)
		Pre-payment penalty on debt extinguishment					(887	)			—				—				—
		Loan procurement costs					(8,554	)			(8,682	)			(365	)			(160	)
				Net cash provided by (used in) financing activities			246,078				(25,845	)			(25,729	)			(818	)
NET INCREASE (DECREASE) IN CASH							26,418				(5,436	)			5,991				(2,388	)
CASH — Beginning of period							2,067				7,503				1,512				3,900
CASH — End of period						$	28,485			$	2,067			$	7,503			$	1,512
CASH PAID FOR INTEREST						$	9,032			$	15,080			$	15,648			$	15,386
CASH PAID FOR TAXES						$	25			$	—			$	—			$	—

F-40

---

Table of Contents

				The Company				The Predecessor
				For the Period				For the Period
				October 21, 2004 to				January 1, 2004 to				Year Ended				Year Ended
				December 31, 2004				October 20, 2004				December 31, 2003				December 31, 2002
Supplemental disclosure of noncash activities:
Contribution of facilities from prior owners for operating partnership units:
	Investment in real estate			$	10,762			$	—			$	—			$	—
	Mortgage loans				(10,365	)			—				—				—
	Other, net				139				—				—				—
		Net assets acquired			536				—				—				—
Acquisition of management company from prior owners:
	Assets acquired (excluding cash of $730)				659				—				—				—
	Liabilities assumed				(536	)			—				—				—
		Net assets acquired			123				—				—				—
Acquisition of 46 facilities:
	Investment in real estate				223,437				—				—				—
	Mortgage loans				(90,000	)			—				—				—
	Other, net				(4,526	)			—				—				—
		Net assets acquired			128,911				—				—				—
Acquisition of three facilities:
	Investment in real estate				—				—				—				19,497
	Other, net				—				—				—				(70	)
		Net assets acquired			—				—				—				19,427
Acquisition of four facilities:
	Investment in real estate, from related party				—				—				—				19,110
	Mortgage loans, assumed				—				—				—				(19,110	)
		Net assets acquired			—				—				—				—
Acquisition of partnership interests:
	Investment in real estate				—				128,672				—				—
	Contribution related to step-up in basis				—				(128,672	)			—				—
Acquisition of minority interest:
	Investment in real estate				—				—				—				577
	Elimination of receivable				—				—				—				(125	)
		Cash paid to acquire the facilities			—				—				—				452
Reclassification of owners’ deficit to additional paid in capital					37,961				—				—				—
Accrual for transfer of deferred financing fee assumed at merger date					(2,547	)			2,547				—				—
Record minority interest for limited partnership units in the operating partnership by reclassifying from additional paid in capital					11,960				—				—				—
Items capitalized for funds yet to be disbursed					(427	)			—				—				—
Accrual for offering costs (reclassified to shareholders equity)					(3,668	)			3,668				—				—
Accrual for distributions					7,532				—				—				—
Grant of deferred share units and restricted shares to management executives and trustees					2,675				—				—				—

F-41

---

Table of Contents

F-42

---

Table of Contents

F-43

---

Table of Contents

F-44

---

Table of Contents

F-45

---

Table of Contents

F-46

---

Table of Contents

			The				The
			Company				Predecessor
			December 31,				December 31,
Description			2004				2003
			($ in thousands)
Land			$	136,168			$	51,449
Buildings and improvements				635,718				388,410
Equipment				79,742				55,322
	Total			851,628				495,181
Less accumulated depreciation				(122,473	)			(99,582	)
Storage facilities—net			$	729,155			$	395,599

		The				The
		Company				Predecessor
		December 31,				December 31,
Description		2004				2003
The $90,000 loan from Lehman Brothers Holdings, Inc. (“Lehman Capital”) to YSI I LLC requires interest only payments until November 2005 and monthly debt service payments of $517 per month from November 2005 through May 2010. Interest is paid at the fixed rate of 5.19% through May 2010. The loan is collateralized by first mortgage liens against 21 storage facilities of YSI I LLC, which had a net book value of $96,529 at December 31, 2004.		$	90,000			$	—
The $90,000 loan from Lehman Capital to YSI II LLC requires interest only payments until November 2005 and monthly debt service payments of $524 per month from November 2005 through January 2011. Interest is paid at the fixed rate of 5.325% through January 2011. The loan is collateralized by first mortgage liens against 18 storage facilities of YSI II LLC, which had a net book value of $98,059 at December 31, 2004.			90,000				—

F-47

---

Table of Contents

		The				The
		Company				Predecessor
		December 31,				December 31,
Description		2004				2003
The $90,000 loan from Lehman Brothers Bank, FSB (“Lehman Brothers Bank”) to YSI III LLC, requires interest only payments until November 2005 and monthly debt service payments of $511 per month from November 2005 through November 2009. Interest is paid at the fixed rate of 5.085% through November 2009. The loan is collateralized by first mortgage liens against 26 storage facilities of YSI III LLC, which had a net book value of $130,152 at December 31, 2004.			90,000				—
The $70,000 loan from Lehman Capital to Acquiport III requires payments of $548 per month which includes interest payable monthly at 8.16% per annum through November 1, 2006, which is referred to in the loan agreement as the “anticipated repayment date.” The Company intends to repay the loan on or before the anticipated repayment date. After October 31, 2006, the loan requires interest at the greater of 13.16% and a defined Treasury rate plus 5%, additional monthly principal payments based on defined net cash flow and final repayment by November 1, 2025. The loan is collateralized by first mortgage liens against 41 storage facilities of Acquiport III, which had a net book value of $113,191, and restricted cash of $1,319 at December 31, 2004.			66,217				67,162
The $42,000 mortgage loan from Lehman Brothers Bank to USI II requires principal payments of $300 per month and interest at 7.13% per annum through December 11, 2006, which is referred to in the loan agreement as the “anticipated repayment date.” The Company intends to repay the loan on or before the anticipated repayment date. After December 10, 2006, the loan requires interest at the greater of 12.13% and a defined Treasury rate plus 5%, additional monthly principal payments based on defined net cash flow and final repayment by December 11, 2025. The loan is collateralized by first mortgage liens against all 10 storage facilities of USI II, which had a net book value of $41,239 at December 31, 2004.			39,878				40,564
The other loans payable assumed in conjunction with the acquisition of facilities require interest payable monthly at fixed rates ranging from 7.71% to 8.43% per annum and a weighted average of 8.01% at December 31, 2004 and 7.38% to 8.43% per annum and a weighted average of 7.74% at December 31, 2003. These loans require monthly payments of principal and interest, are due from 2008 to 2009, contain covenants with respect to net worth and are collateralized by first mortgage liens against two facilities at December 31, 2004 with a net book value of $7,488.			4,401				9,648

F-48

---

Table of Contents

		The				The
		Company				Predecessor
		December 31,				December 31,
Description		2004				2003
The $180,000 unsecured revolving line of credit from First Union Securities, Inc. (“First Union”) to Acquiport I required interest only payments at the base rate (defined as the higher of prime rate and the Federal funds rate plus 0.5%) or the adjusted LIBOR rate as defined by the line of credit agreement as selected by the borrower from time to time. At December 31, 2003, the outstanding balance required interest at 3.57% pursuant to the LIBOR contract entered into under the terms of the credit agreement This loan was paid in full on May 4, 2004.			—				142,462
The $6,183 mortgage loan from Wachovia to Lake Worth, FL required interest payable monthly at a variable rate of LIBOR plus 200 basis points. For time periods prior to August 16, 2004, the Company fixed the interest rate at 6.85% through an executed interest rate swap agreement. The loan was collateralized by a first mortgage lien against the facility, which had a net book value of $9,543, at December 31, 2003. This loan was paid off as part of the IPO and the Formation Transactions			—				5,816
The $2,200 mortgage loan from Charter One Bank to Lakewood, OH required interest payable monthly at 2.50% plus the Current Index (defined as the weekly average yield on the United States Treasury Securities adjusted to a constant maturity of one year as made available by the Federal Reserve Board). The rate of interest changes every 12 months but shall never exceeded 13.00% per annum or be less than 7.00% per annum. The loan required monthly payments for principal and interest. The loan was collateralized by a first mortgage lien against the property, which had a net book value of $1,120, at December 31, 2003. Interest at December 31, 2003 was 7.00%. This loan was paid off as part of the IPO and the Formation Transactions			—				2,033
The $2,000 construction loan from Wachovia to Lake Worth, FL required interest payable monthly at LIBOR The terms of the construction loan required completion within 24 months of the loan agreement at which time the loan converted to a permanent loan. Interest only payments were required through the construction phase. Conversion to a permanent loan was effective on December 20, 2003 with a maturity date of December 19, 2004. At December 31, 2003, the outstanding balance required monthly payments of principal and interest at 3.15% per annum, and the loan was collateralized by a second mortgage lien against the facility, which had a net book value of $9,543 at December 31, 2003. This loan was paid off as part of the IPO and the Formation Transactions			—				2,000
The $1,287 mortgage loan from First Security — State to Acquiport I required interest only payments payable monthly at a fixed rate of 9.35% per annum through April 1, 2006. The loan was collateralized by a first mortgage lien against one storage facility which had a net book value of $1,412 at December 31, 2003. This loan was paid off as part of the IPO and the Formation Transactions			—				1,153

F-49

---

Table of Contents

			The				The
			Company				Predecessor
			December 31,				December 31,
Description			2004				2003
The Vero Beach I, FL facility participated with other non-combined entities in a $10,000 revolving credit facility with Huntington National Bank. Interest was payable monthly at 2.50% per annum plus the thirty day LIBOR rate. The credit facility had a maturity date of December 12, 2006. The amount of allocated debt associated with specific draws related to the Vero Beach I, FL facility was $733. A first mortgage lien against the storage facility had been pledged as collateral for the credit facility, which had a net book value of $918 at December 31, 2003. Interest at December 31, 2003 was 3.71%. This loan was paid off as part of the IPO and the Formation Transactions				—				733
The Operating Partnership has a $150,000 secured revolving credit facility with a group of banks led by Lehman Brothers, Inc. and Wachovia Capital Markets, LLC. The credit facility bears interest at a variable rate based upon a base rate or a Eurodollar rate plus, in each case, a spread depending on our leverage ratio. No amounts were outstanding under this facility at December 31, 2004. This credit facility is scheduled to mature in October 2007, with an option to extend the term for one year at the Company’s option				—				—
In April 2004, Acquiport I entered into a loan agreement with Lehman Brothers Bank for $424,500. A portion of the proceeds was used to pay off the $180,000 unsecured revolving line of credit from First Union. The remaining proceeds were used to pay costs and expenses incurred in connection with the closing of the loan, including, without limitation, loaning a portion of the proceeds to High Tide LLC pursuant to the High Tide Note (Note 1), or for other general corporate purposes. The loan required an initial escrow deposit of $610 for taxes, insurance and to establish a replacement reserve This loan was paid off as part of the IPO and the Formation Transactions				—				—
	Total		$	380,496			$	271,571

Year			Amount
2005			$	2,352
2006				109,037
2007				5,079
2008				7,641
2009				90,159
2010 and Thereafter				166,228
	Total		$	380,496

F-50

---

Table of Contents

F-51

---

Table of Contents

		Related Party
		Amount
		($ in thousands)
2005		$	262
2006			308
2007			324
2008			324
2009			339
2010 and Thereafter			1,802
Total		$	3,359

F-52

---

Table of Contents

		Year Ended
		December 31,
Description		2003				2002
		($ in thousands)
Revenues		$	1,015			$	1,199
Property operating expenses			(399	)			(440	)
Depreciation			(207	)			(201	)
Management fees to related party			(52	)			(64	)
Interest expense			(186	)			(182	)
Income from operations			171				312
Gain on sale of storage facilities			3,329				—
Income from discontinued operations		$	3,500			$	312

		Amount
		($ in thousands)
2005		$	115
2006			49
2007			22
Total future minimum lease payments			186
Less — imputed interest at 8%			30
Present value of lease payments		$	156

F-53

---

Table of Contents

			Third Party				Related Party
			Amount				Amount
			($ in thousands)
2005			$	169			$	262
2006				152				308
2007				146				324
2008				76				324
2009				50				339
2010 and Thereafter				244				1,802
	Total		$	837			$	3,359

F-54

---

Table of Contents

		2004
Assumptions:
Risk-free interest rate			4.38	%
Expected dividend yield			7.0	%
Volatility			26.25	%
Weighted average expected life of the options			10 years
Weighted average fair value of options granted		$	1.90

F-55

---

Table of Contents

						Weighted Average
		Common Shares				Exercise Price
		Subject to Options				Per Option
Options granted			950,000			$	16.00
Options canceled			11,500			$	16.00
Options exercised			—				—
Balance at December 31, 2004			938,500			$	16.00

				Options Outstanding												Options Not Exercisable
								Weighted-Average
								remaining
								Contractual life				Weighted average								Weighted average
Exercise Prices				Options				In years				exercise price				Options				exercise price
$	16.00				500,000				2.8			$	16.00				500,000			$	16.00
$	16.00				438,500				4.8			$	16.00				438,500			$	16.00

			For the Period October 21,
			2004 through
			December 31, 2004
Net loss attributable to common shares			$	(29,898	)
Weighted average common shares outstanding — basic				37,477,920
Potentially dilutive common shares(1):
	Share options			—
	Restricted shares			—
Adjusted weighted average common shares outstanding — diluted				37,477,920
Net loss per share — basic and diluted			$	(0.80	)

(1)	For the period October 21, 2004 through December 31, 2004 the potentially dilutive shares of 65,748 were not included in the earnings per share calculation as their effect is antidilutive.

F-56

---

Table of Contents

	•	Metro Storage LLC. On October 27, 2004, we acquired the Metro Storage portfolio from Metro Storage LLC for a purchase price of $184.0 million. The portfolio consists of 42 self-storage facilities located in five states, Illinois, Indiana, Florida, Ohio and Wisconsin.
	•	Devon Facilities. On October 28, 2004, we acquired two self-storage facilities, one located in Bradenton, FL and one in West Palm Beach, FL, from Devon/ Bradenton, L.P. and Devon/ West Palm, L.P., respectively, for a total purchase price of approximately $18.2 million.
	•	Self-Storage Zone Facility. On November 1, 2004, we acquired one self-storage facility, located in California, MD, from Bay Media Network Limited Partnership for a purchase price of approximately $5.7 million.
	•	Federal Self-Storage Facility. On November 1, 2004, we acquired one self-storage facility, located in Dania Beach, FL, from Federal Self Storage for a purchase price of approximately $13.9 million.

F-57

---

Table of Contents

		2004				2003
		(unaudited)
Pro forma revenues		$	117,371			$	108,181
Pro forma net income		$	6,236			$	6,363
Pro forma earnings per common share — basic		$	0.17			$	0.17
Pro forma earnings per common share — diluted		$	0.17			$	0.17

		Consolidated and Combined Quarter Ended
																		Year Ended
Year		March 31,				June 30,				September 30,				December 31,(1)				December 31,
		($ in thousands, except per share data)
2004
Revenues		$	20,524			$	21,207			$	22,281			$	27,596			$	91,608
Income (loss) before minority interests			3,084				(1,223	)			(2,271	)			(32,835	)			(33,245	)
Net income (loss)			3,084				(1,223	)			(2,271	)			(31,937	)			(32,347	)
Net loss per share — basic and diluted			—				—				—				(0.80	)			(0.80	)
2003
Revenues		$	19,391			$	19,904			$	20,681			$	20,838			$	80,814
Gain on sale of storage facilities			—				293				1,288				1,748				3,329
Net income			2,135				3,909				4,918				5,270				16,232

(1)	The three months ended December 31, 2004 represents consolidated operating results for the Company from October 21, 2004 to December 31, 2004 and combined operating results for the Predecessor from October 1, 2004 to October 20, 2004. The operating results for the quarter ended December 31, 2004 are

F-58

---

Table of Contents

	not comparable to future expected operating results of the Company since they include various IPO-related charges.

	•	Acquisition of Option Facility. On January 5, 2005, the Company purchased the San Bernardino VII, CA facility from Rising Tide Development (a related party — see Note 6) for the purchase price of $7.3 million, consisting of $3.8 million in cash (which cash was used to pay off mortgage indebtedness secured by the facility) and $3.5 million payable in units in the Operating Partnership. This facility contains approximately 84,000 rentable square feet and was 84.9% occupied as of December 31, 2004.
	•	Acquisition of Self-Storage Zone Facility. On January 14, 2005, the Company acquired one self-storage facility from Airpark Storage LLC in Gaithersburg, Maryland for the purchase price of $10.7 million, consisting of $4.3 million cash and $6.4 million of indebtedness. This facility contains approximately 87,000 rentable square feet.
	•	Acquisition of Ford Storage Facilities. On March 1, 2005, the Company acquired five self-storage facilities, located in central Connecticut, from Ford Storage for an aggregate purchase price of $15.5 million. These facilities total approximately 258,000 rentable square feet.
	•	Acquisition of A-1 Self-Storage Facilities. On March 15, 2005, the Company acquired five self-storage properties, located in Connecticut, from A-1 Self Storage for an aggregate purchase price of approximately $21.7 million in cash. These facilities total approximately 201,000 rentable square feet. The Company now operates two of these facilities as one facility.
	•	Acquisition of Option Facilities. On March 18, 2005, the Company purchased the Orlando II, Florida and the Boynton Beach II, Florida facilities from Rising Tide Development (a related party — see Note 6) for the purchase price of $11.8 million, consisting of $6.7 million in cash (which cash was used to pay off mortgage indebtedness secured by the facilities) and $5.1 million in units of the Operating Partnership. These facilities total approximately 155,000 rentable square feet and were 90.1% and 90.3% occupied as of December 31, 2004.

	•	The Company has agreed to acquire 70 self-storage facilities from various partnerships and other entities affiliated with National Self Storage and The Schomac Group, Inc. for an aggregate purchase price of approximately $212.0 million. The facilities total approximately 3.7 million rentable square feet and are located in Arizona, California, Colorado, New Mexico, Tennessee, Texas and Utah. The transaction also includes the purchase of four office parks. The purchase price includes the assumption of up to $80.8 million of indebtedness by our Operating Partnership upon closing and the issuance of approximately $61.5 million payable in Units in our Operating Partnership, with the balance to be paid in cash.
	•	The Company entered into a contract to acquire 18 self-storage facilities from Liberty Self-Stor Ltd., a subsidiary of Liberty Self-Stor, Inc., for an aggregate price of $34.0 million. The facilities total approximately 926,000 rentable square feet and are located in Ohio and New York.

F-59

---

Table of Contents

	•	The Company has entered into an agreement to purchase one self-storage facility from A-1 Self Storage for $6.4 million. The facility totals approximately 30,000 rentable square feet and is located in New York.
	•	The Company has also entered into two separate agreements to acquire three facilities from two parties for an aggregate purchase price of approximately $14.9 million. The facilities total approximately 199,000 rentable square feet and are located in Texas (2 properties) and Florida (1 property).

F-60

---

Table of Contents

																		Gross Carrying
						Initial Cost								Costs				Amount at December 31, 2004
														Subsequent																Accumulated				Year
										Building and				to								Building and								Depreciation				Acquired/
Description		Encumbrances				Land				Improvements				Acquisition				Land				Improvements				Total				(G)				Developed
Mobile I, AL			(F	)		$	149			$	1,429			$	744			$	225			$	2,097			$	2,322			$	635				1997
Mobile II, AL			(F	)			226				2,524				729				301				3,178				3,479				929				1997
Mobile III, AL			(A	)			167				1,849				459				237				2,238				2,475				603				1998
Glendale, AZ			(A	)			201				2,265				1,038				418				3,086				3,504				719				1998
Scottsdale, AZ			(A	)			443				4,879				2,040				883				6,479				7,362				1,486				1998
Tucson I, AZ			(A	)			188				2,078				947				384				2,829				3,213				658				1998
Tucson II, AZ			(A	)			188				2,078				1,021				391				2,896				3,287				655				1998
Apple Valley I, CA			(D	)			140				1,570				1,590				476				2,824				3,300				599				1997
Apple Valley II, CA			(F	)			160				1,787				1,331				431				2,847				3,278				656				1997
Bloomington I, CA			(F	)			42				463				434				100				839				939				214				1997
Bloomington II, CA			(F	)			54				604				443				144				957				1,101				211				1997
Fallbrook, CA			(C	)			133				1,492				1,527				432				2,720				3,152				539				1997
Hemet, CA			(D	)			125				1,396				1,375				417				2,479				2,896				510				1997
Highland, CA			(D	)			215				2,407				1,998				582				4,038				4,620				894				1997
Lancaster, CA			(F	)			390				2,247				780				556				2,861				3,417				382				2001
Ontario, CA			(A	)			292				3,289				1,926				688				4,819				5,507				1,026				1998
Redlands, CA			(C	)			196				2,192				1,228				449				3,167				3,616				806				1997
Rialto, CA			(A	)			277				3,098				1,865				672				4,568				5,240				1,095				1997
Riverside I, CA			(F	)			42				465				552				141				918				1,059				207				1997
Riverside II, CA			(F	)			42				423				379				114				730				844				163				1997
Riverside III, CA			(A	)			91				1,035				1,089				310				1,905				2,215				395				1998
San Bernardino I, CA			(F	)			67				748				867				217				1,465				1,682				297				1997
San Bernardino II, CA			(C	)			152				1,704				1,424				450				2,830				3,280				607				1997
San Bernardino III, CA			(F	)			51				572				976				182				1,417				1,599				261				1997
San Bernardino IV, CA			(C	)			152				1,695				1,397				444				2,800				3,244				601				1997
San Bernardino V, CA			(F	)			112				1,251				949				306				2,006				2,312				463				1997
San Bernardino VI, CA			(F	)			98				1,093				802				242				1,751				1,993				421				1997
Sun City, CA			(A	)			140				1,579				930				324				2,325				2,649				522				1998
Temecula I, CA			(A	)			184				2,038				1,241				435				3,028				3,463				654				1998
Temecula II, CA			(F	)			476				2,697				6				476				2,703				3,179				155				2003
Vista, CA			(D	)			711				4,076				1,899				1,118				5,568				6,686				636				2001
Yucaipa, CA			(C	)			198				2,221				1,583				525				3,477				4,002				798				1997
Bloomfield, CT			(A	)			78				880				2,181				360				2,779				3,139				443				1997
Branford, CT			(A	)			217				2,433				1,417				504				3,563				4,067				1,059				1995
Enfield, CT			(D	)			424				2,424				265				473				2,640				3,113				609				2001
Gales Ferry, CT			(A	)			240				2,697				1,277				489				3,725				4,214				971				1995
Manchester, CT			(D	)			540				3,096				208				563				3,281				3,844				598				2002
Milford, CT			(B	)			87				1,050				1,024				274				1,887				2,161				427				1994
Mystic, CT			(B	)			136				1,645				1,678				410				3,049				3,459				662				1994
South Windsor, CT			(B	)			90				1,127				950				272				1,895				2,167				368				1994
Boca Raton, FL			(C	)			529				3,054				1,369				812				4,140				4,952				724				2001
Boynton Beach, FL			(F	)			667				3,796				1,466				958				4,971				5,929				914				2001
Bradenton, FL			(F	)			1,931				5,561				3				1,931				5,564				7,495				48				2004
Bradenton, FL			(F	)			1,180				3,324				8				1,180				3,332				4,512				28				2004

F-61

---

Table of Contents

																		Gross Carrying
						Initial Cost								Costs				Amount at December 31, 2004
														Subsequent																Accumulated				Year
										Building and				to								Building and								Depreciation				Acquired/
Description		Encumbrances				Land				Improvements				Acquisition				Land				Improvements				Total				(G)				Developed
Cape Coral, FL			(C	)			472				2,769				2,159				830				4,570				5,400				887				2000
Dania, FL			(F	)			205				2,068				1,442				481				3,234				3,715				834				1994
Dania Beach, FL			(F	)			3,584				10,324				3				3,584				10,327				13,911				88				2004
Davie, FL			(D	)			1,268				7,183				525				1,373				7,603				8,976				1,074				2001
Deerfield Beach, FL			(F	)			946				2,999				1,746				1,311				4,380				5,691				525				1998
DeLand, FL			(A	)			113				1,258				848				286				1,933				2,219				413				1998
Delray Beach, FL			(F	)			798				4,539				485				883				4,939				5,822				1,069				2001
Fernandina Beach, FL			(A	)			189				2,111				3,463				523				5,240				5,763				1,149				1996
Ft. Lauderdale, FL			(D	)			937				3,646				2,126				1,384				5,325				6,709				681				1999
Ft. Myers, FL			(F	)			303				3,329				236				328				3,540				3,868				901				1998
Lake Worth, FL			(C	)			183				6,597				4,785				183				11,382				11,565				2,539				1998
Lakeland I, FL			(F	)			81				896				882				256				1,603				1,859				447				1994
Lakeland II, FL			(F	)			49				551				409				103				906				1,009				248				1996
Leesburg, FL			(A	)			96				1,079				705				214				1,666				1,880				410				1997
Lutz, FL			(F	)			992				2,868				4				992				2,872				3,864				25				2004
Lutz, FL			(F	)			901				2,478				7				901				2,485				3,386				21				2004
Margate I, FL			(F	)			161				1,763				1,318				399				2,843				3,242				563				1994
Margate II, FL			(A	)			132				1,473				1,747				383				2,969				3,352				666				1996
Merrit Island, FL			(F	)			716				2,983				373				796				3,276				4,072				422				2000
Miami I, FL			(D	)			179				1,999				1,513				484				3,207				3,691				705				1995
Miami II, FL			(F	)			188				2,052				567				286				2,521				2,807				628				1994
Miami III, FL			(F	)			253				2,544				1,520				561				3,756				4,317				1,008				1994
Miami IV, FL			(F	)			193				2,174				1,640				516				3,491				4,007				834				1995
Miami V, FL			(A	)			193				2,165				1,085				364				3,079				3,443				858				1995
Naples I, FL			(F	)			90				1,010				2,231				270				3,061				3,331				592				1996
Naples II, FL			(F	)			148				1,652				4,288				558				5,530				6,088				1,035				1997
Naples III, FL			(F	)			139				1,561				3,483				598				4,585				5,183				1,177				1997
Naples IV, FL			(A	)			262				2,980				721				407				3,556				3,963				955				1998
Ocala, FL			(F	)			55				558				548				155				1,006				1,161				259				1994
Orange City, FL			(F	)			1,191				3,209				3				1,191				3,212				4,403				27				2004
Orlando, FL			(A	)			187				2,088				423				240				2,458				2,698				755				1997
Pembroke Pines, FL			(D	)			337				3,772				2,897				953				6,053				7,006				1,336				1997
Royal Palm Beach, FL			(C	)			205				2,148				2,745				741				4,357				5,098				1,379				1994
Sarasota, FL			(F	)			333				3,656				989				529				4,449				4,978				1,017				1998
St. Augustine, FL			(A	)			135				1,515				3,165				383				4,432				4,815				949				1996
Stuart I, FL			(A	)			154				1,726				1,060				319				2,621				2,940				673				1997
Stuart II, FL			(F	)			324				3,625				2,651				685				5,915				6,600				1,365				1997
Tampa I, FL			(F	)			124				1,252				543				220				1,699				1,919				536				1994
Tampa II, FL			(F	)			330				1,887				410				330				2,297				2,627				436				2001
Vero Beach I, FL			(F	)			71				774				223				171				897				1,068				178				1997
Vero Beach II, FL			(F	)			88				1,009				227				88				1,236				1,324				363				1998
West Palm Beach, FL			2,542				719				3,420				1,367				835				4,671				5,506				964				2001
West Palm Beach, FL			(F	)			2,129				8,671				8				2,129				8,679				10,808				86				2004
Alpharetta, GA			(C	)			806				4,720				745				967				5,304				6,271				1,082				2001
Decatur, GA			(A	)			616				6,776				328				616				7,104				7,720				2,080				1998

F-62

---

Table of Contents

																		Gross Carrying
						Initial Cost								Costs				Amount at December 31, 2004
														Subsequent																Accumulated				Year
										Building and				to								Building and								Depreciation				Acquired/
Description		Encumbrances				Land				Improvements				Acquisition				Land				Improvements				Total				(G)				Developed
Norcross, GA			(D	)			514				2,930				590				632				3,402				4,034				541				2001
Peachtree City, GA			1,859				435				2,532				460				529				2,898				3,427				482				2001
Smyrna, GA			(C	)			750				4,271				42				750				4,313				5,063				870				2001
Addison, IL			(E	)			428				3,531				6				428				3,537				3,965				30				2004
Aurora, IL			(F	)			644				3,652				3				644				3,655				4,299				31				2004
Bartlett, IL			(F	)			1,126				2,197				3				1,126				2,200				3,326				19				2004
Bartlett, IL			(F	)			931				2,493				6				931				2,499				3,430				21				2004
Bellwood, IL			(F	)			1,012				5,768				443				1,012				6,211				7,223				1,144				2001
Des Plaines, IL			(E	)			1,564				4,327				5				1,564				4,332				5,896				37				2004
Elk Grove Village, IL			(E	)			1,446				3,535				3				1,446				3,538				4,984				30				2004
Glenview, IL			(E	)			3,740				10,367				2				3,740				10,369				14,109				89				2004
Gurnee, IL			(E	)			1,521				5,440				2				1,521				5,442				6,963				47				2004
Harvey, IL			(E	)			869				3,635				6				869				3,641				4,510				31				2004
Joliet, IL			(E	)			547				4,704				2				547				4,706				5,253				40				2004
Lake Zurich, IL			(E	)			2,102				2,187				2				2,102				2,189				4,291				19				2004
Lombard, IL			(E	)			1,305				3,938				3				1,305				3,941				5,246				34				2004
Mount Prospect, IL			(E	)			1,701				3,114				4				1,701				3,118				4,819				27				2004
Mundelein, IL			(E	)			1,498				2,782				2				1,498				2,784				4,282				24				2004
North Chicago, IL			(E	)			1,073				3,006				2				1,073				3,008				4,081				26				2004
Plainfield, IL			(F	)			1,770				1,715				2				1,770				1,717				3,487				15				2004
Schaumburg, IL			(F	)			538				645				2				538				647				1,185				6				2004
Streamwood, IL			(F	)			1,447				1,662				2				1,447				1,664				3,111				14				2004
Waukegan, IL			(E	)			1,198				4,363				2				1,198				4,365				5,563				37				2004
West Chicago, IL			(F	)			1,071				2,249				2				1,071				2,251				3,322				19				2004
Westmont, IL			(E	)			1,155				3,873				1				1,155				3,874				5,029				33				2004
Wheeling, IL			(F	)			857				3,213				2				857				3,215				4,072				28				2004
Wheeling, IL			(E	)			793				3,816				2				793				3,818				4,611				33				2004
Woodridge, IL			(E	)			943				3,397				2				943				3,399				4,342				29				2004
Indianapolis, IN			(E	)			1,229				2,834				3				1,229				2,837				4,066				24				2004
Indianapolis, IN			(F	)			641				3,154				2				641				3,156				3,797				27				2004
Indianapolis, IN			(E	)			2,138				3,633				2				2,138				3,635				5,773				31				2004
Indianapolis, IN			(F	)			406				3,496				2				406				3,498				3,904				30				2004
Indianapolis, IN			(E	)			908				4,755				2				908				4,757				5,665				41				2004
Indianapolis, IN			(E	)			1,133				4,103				3				1,133				4,106				5,239				35				2004
Indianapolis, IN			(E	)			887				3,548				3				887				3,551				4,438				30				2004
Indianapolis, IN			(E	)			1,871				1,230				2				1,871				1,232				3,103				11				2004
Indianapolis, IN			(E	)			669				2,434				2				669				2,436				3,105				21				2004
Baton Rouge I, LA			(F	)			112				1,248				621				208				1,773				1,981				481				1997
Baton Rouge II, LA			(F	)			118				1,181				1,055				267				2,087				2,354				508				1997
Baton Rouge III, LA			(F	)			133				1,487				763				271				2,112				2,383				566				1997
Baton Rouge IV, LA			(A	)			32				377				156				64				501				565				126				1998
Prairieville, LA			(A	)			90				1,004				235				90				1,239				1,329				343				1998
Slidell, LA			(D	)			188				3,175				1,513				802				4,074				4,876				592				2001
Boston, MA			(C	)			1,516				8,628				115				1,516				8,743				10,259				1,341				2002
Leominster, MA			(D	)			90				1,519				2,248				338				3,519				3,857				592				1998

F-63

---

Table of Contents

																		Gross Carrying
						Initial Cost								Costs				Amount at December 31, 2004
														Subsequent																Accumulated				Year
										Building and				to								Building and								Depreciation				Acquired/
Description		Encumbrances				Land				Improvements				Acquisition				Land				Improvements				Total				(G)				Developed
Baltimore, MD			(F	)			1,050				5,997				705				1,159				6,593				7,752				1,173				2001
California, MD			(F	)			1,486				4,280				5				1,486				4,285				5,771				37				2004
Laurel, MD			(C	)			1,409				8,035				2,958				1,928				10,474				12,402				1,517				2001
Temple Hills, MD			(D	)			1,541				8,788				1,878				1,800				10,407				12,207				1,570				2001
Grand Rapids, MI			(F	)			185				1,821				1,167				325				2,848				3,173				766				1996
Portage, MI			(F	)			104				1,160				699				237				1,726				1,963				431				1996
Romulus, MI			(F	)			308				1,743				520				418				2,153				2,571				259				1997
Wyoming, MI			(F	)			191				2,135				917				354				2,889				3,243				776				1996
Biloxi, MS			(F	)			148				1,652				670				279				2,191				2,470				578				1997
Gautier, MS			(F	)			93				1,040				120				93				1,160				1,253				387				1997
Gulfport I, MS			(F	)			128				1,438				563				156				1,973				2,129				662				1997
Gulfport II, MS			(F	)			117				1,306				492				179				1,736				1,915				530				1997
Gulfport III, MS			(F	)			172				1,928				864				338				2,626				2,964				693				1997
Waveland, MS			(A	)			215				2,481				1,040				392				3,344				3,736				866				1998
Belmont, NC			(F	)			385				2,196				364				451				2,494				2,945				499				2001
Burlington I, NC			(F	)			498				2,837				84				498				2,921				3,419				641				2001
Burlington II, NC			(F	)			320				1,829				126				340				1,935				2,275				362				2001
Cary, NC			(F	)			543				3,097				111				543				3,208				3,751				474				2001
Charlotte, NC			(C	)			782				4,429				1,294				1,068				5,437				6,505				629				1999
Fayetteville I, NC			(F	)			156				1,747				773				301				2,375				2,676				582				1997
Fayetteville II, NC			(C	)			213				2,301				872				399				2,987				3,386				769				1997
Raleigh, NC			(A	)			209				2,398				421				296				2,732				3,028				720				1998
Brick, NJ			(B	)			234				2,762				1,289				485				3,800				4,285				957				1994
Cranford, NJ			(B	)			290				3,493				2,357				779				5,361				6,140				1,351				1994
East Hanover, NJ			(B	)			504				5,763				4,016				1,315				8,968				10,283				2,277				1994
Fairview, NJ			(F	)			246				2,759				438				246				3,197				3,443				953				1997
Jersey City, NJ			(B	)			397				4,507				2,922				1,010				6,816				7,826				1,771				1994
Linden I, NJ			(B	)			517				6,008				3,452				1,170				8,807				9,977				1,728				1994
Linden II, NJ			(B	)			0				2				854				189				667				856				14				1994
Morris Township, NJ			(D	)			500				5,602				2,915				1,072				7,945				9,017				1,924				1997
Parsippany, NJ			(A	)			475				5,322				2,359				909				7,247				8,156				1,825				1997
Randolph, NJ			(D	)			855				4,872				1,163				1,108				5,782				6,890				932				2002
Sewell, NJ			(C	)			484				2,766				1,073				706				3,617				4,323				693				2001
Jamaica, NY			(D	)			2,043				11,658				241				2,043				11,899				13,942				2,186				2001
North Babylon, NY			(C	)			225				2,514				3,809				568				5,980				6,548				1,147				1998
Boardman, OH			(C	)			64				745				2,067				287				2,589				2,876				1,005				1980
Brecksville, OH			(A	)			228				2,545				1,199				442				3,530				3,972				834				1998
Centerville, OH			(E	)			471				3,705				4				471				3,709				4,180				32				2004
Centerville, OH			(F	)			332				1,757				2				332				1,759				2,091				15				2004
Dayton, OH			(F	)			323				2,070				2				323				2,072				2,395				18				2004
Euclid I, OH			(A	)			200				1,053				1,793				317				2,729				3,046				1,117				1988
Euclid II, OH			(A	)			359				0				1,559				461				1,457				1,918				229				1988
Hudson, OH			(A	)			195				2,198				556				274				2,675				2,949				710				1998
Lakewood, OH			(F	)			405				854				398				405				1,252				1,657				573				1989
Mason, OH			(A	)			127				1,419				184				149				1,581				1,730				467				1998

F-64

---

Table of Contents

																		Gross Carrying
						Initial Cost								Costs				Amount at December 31, 2004
														Subsequent																Accumulated				Year
										Building and				to								Building and								Depreciation				Acquired/
Description		Encumbrances				Land				Improvements				Acquisition				Land				Improvements				Total				(G)				Developed
Miamisburg, OH			(E	)			375				2,410				2				375				2,412				2,787				21				2004
Middleburg Heights, OH			(A	)			63				704				1,691				332				2,126				2,458				474				1980
North Canton I, OH			(F	)			209				846				729				304				1,480				1,784				887				1979
North Canton II, OH			(F	)			70				1,226				1,196				239				2,253				2,492				1,364				1983
North Olmsted I, OH			(A	)			63				704				1,204				214				1,757				1,971				460				1979
North Olmsted II, OH			(C	)			290				1,129				1,007				469				1,957				2,426				709				1988
North Randall, OH			(C	)			515				2,323				2,712				898				4,652				5,550				688				1998
Warrensville Heights, OH			(B	)			525				766				2,876				935				3,232				4,167				527				1980
Youngstown, OH			(F	)			67				0				1,582				204				1,445				1,649				699				1977
Levittown, PA			(C	)			926				5,296				749				926				6,045				6,971				1,035				2001
Philadelphia, PA			(D	)			1,461				8,334				417				1,461				8,751				10,212				2,058				2001
Hilton Head I, SC			(A	)			129				1,446				6,357				798				7,134				7,932				1,649				1997
Hilton Head II, SC			(A	)			150				1,767				996				315				2,598				2,913				681				1997
Summerville, SC			(A	)			143				1,643				710				313				2,183				2,496				549				1998
Knoxville I, TN			(F	)			99				1,113				221				102				1,331				1,433				421				1997
Knoxville II, TN			(F	)			117				1,308				259				129				1,555				1,684				431				1997
Knoxville III, TN			(A	)			182				2,053				772				331				2,676				3,007				673				1998
Knoxville IV, TN			(A	)			158				1,771				771				310				2,390				2,700				562				1998
Knoxville V, TN			(A	)			134				1,493				482				235				1,874				2,109				478				1998
Memphis I, TN			(F	)			677				3,880				781				677				4,661				5,338				811				2001
Memphis II, TN			(F	)			395				2,276				74				395				2,350				2,745				452				2001
Milwaukee, WI			(E	)			375				4,333				3				375				4,336				4,711				37				2004
Corporate Office, OH							0				0				1,400				0				1,400				1,400				686				1977
						$	105,785			$	553,169			$	192,674			$	136,168			$	715,460			$	851,628			$	122,473

(A)	This facility is part of the 41 storage facilities pool which secures the $70.0 million loan from Lehman Capital.

(B)	This facility is part of the 10 storage facilities pool which secures the $42.0 million loan from Lehman Brothers Bank.
(C)	This facility is part of the 21 storage facilities pool which secures the $90.0 million loan from Lehman Capital.

(D)	This facility is part of the 18 storage facilities pool which secures the $90.0 million loan from Lehman Capital.

(E)	This facility is part of the 26 storage facilities pool which secures the $90.0 million loan from Lehman Brothers Bank.

(F)	This facility participates in the $150.0 million revolving line of credit from Lehman Brothers, Inc. and Wachovia Capital Markets, LLC.

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

F-65

---

Table of Contents

			2004(1)				2003				2002
Storage Facilities
	Balance of beginning of year		$	495,181			$	492,067			$	439,358
	Acquisitions & Improvements			228,500				8,808				52,709
	Dispositions and other			(725	)			(5,694	)			—
	Step up adjustment			128,672				—				—
	Balance at end of year		$	851,628			$	495,181			$	492,067
Accumulated Depreciation
	Balance at beginning of year			99,582				80,835				61,179
	Depreciation expense			22,328				19,494				19,656
	Disposition and other			563				(747	)			—
	Balance at end of year			122,473				99,582				80,835
Net storage facility assets			$	729,155			$	395,599			$	411,232

(1)	The twelve months ended December 31, 2004 represents consolidated operating results for the Company from October 21, 2004 to December 31, 2004 and combined operating results for the Predecessor for January 1, 2004 to October 20, 2004.

F-66

---

Table of Contents

F-67

---

Table of Contents

				Six Months
				Ended				Year Ended
				June 30,				December 31,
				2005				2004
				(Unaudited)
Operating revenues
	Rental, net of rental discounts			$	12,103,302			$	23,773,455
	Merchandise sales and other income				620,209				1,238,639
		Total operating revenues			12,723,511				25,012,094
Specified expenses
	Cost of operations				4,835,221				8,949,379
	Management fees				670,962				1,301,646
		Total specified expenses			5,506,183				10,251,025
Operating revenues in excess of specified expenses				$	7,217,328			$	14,761,069

F-68

---

Table of Contents

F-69

---

Table of Contents

F-70

---

Table of Contents

				Three Months Ended				Year Ended
				March 31, 2005				December 31, 2004
				(Unaudited)
Revenues:
	Revenues from real estate operations			$	1,250,674			$	5,180,356
Expenses:
	Property operating expenses				496,612				1,939,640
		Revenues in Excess of Certain Expenses		$	754,062			$	3,240,716

F-71

---

Table of Contents

F-72

---

Table of Contents

F-73

---

Table of Contents

F-74

---

Table of Contents

			Year Ended
			December 31, 2004
Revenue:
	Base rents		$	1,835,122
Certain Operating Expenses:
	Property operating expenses			446,071
	General and administrative expenses			104,618
	Real estate taxes			201,356
				752,045
Revenue in excess of certain operating expenses			$	1,083,077

F-75

---

Table of Contents

Legal Name		Address		Units
Ford Storage East Windsor, LLC		East Windsor, CT			326
Ford Storage Monroe, LLC		Monroe, CT			411
Ford Storage Manchester, LLC		Manchester, CT			419
Ford Storage Newington, LLC		Newington, CT			264
Ford Storage Newington, LLC		Newington, CT			222

F-76

---

Table of Contents

/s/	The Schonbraun McCann Group LLC

F-77

---

Table of Contents

Revenue
	Base rents		$	2,220,764
	Other income			78,982
				2,299,746
Certain Operating Expenses
	Property operating expenses			424,730
	General and administrative expenses			54,365
	Real estate taxes			146,656
				625,751
Revenue in excess of certain operating expenses			$	1,673,995

F-78

---

Table of Contents

Legal Name		Address				Units
A-1 Self Storage LLC			Stamford, CT				369
Autumn Ridge, LTD			Old Saybrook, CT				725
Autumn Ridge, LTD			Old Saybrook, CT				256
A-1 Bristol Self Storage, LLC			Bristol, CT				504

F-79

---

Table of Contents

F-80

---

Table of Contents

			2004				2003				2002
REVENUES:
	Rent		$	1,663,509			$	973,740			$	7,326
	Other			47,345				25,215				29
				1,710,854				998,955				7,355
CERTAIN EXPENSES:
	Property operating expenses			811,578				514,962				915
	Management fees — related party			101,049				60,028				641
				912,627				574,990				1,556
REVENUES IN EXCESS OF CERTAIN EXPENSES			$	798,227			$	423,965			$	5,799

F-81

---

Table of Contents

1.	ACQUISITION OF PROPERTIES, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

F-82

---

Table of Contents

/s/	The Schonbraun McCann Group LLC

F-83

---

Table of Contents

			For the period
			January 1, 2005
			through
			June 30, 2005				Year Ended
			(Unaudited)				December 31, 2004
Revenue
	Base rents		$	792,545			$	1,694,552
	Other income			37,837				103,622
				830,382				1,798,174
Certain Operating Expenses
	Property operating expenses			138,357				244,931
	General and administrative expenses			35,066				79,942
	Real estate taxes			170,600				317,480
				344,023				642,353
Revenue in excess of certain operating expenses			$	486,359			$	1,155,821

F-84

---

Table of Contents

1.	BASIS OF PRESENTATION

2.	USE OF ESTIMATES

3.	REVENUE RECOGNITION

4.	PROPERTY OPERATING EXPENSES

5.	ADVERTISING

6.	INTERIM UNAUDITED FINANCIAL INFORMATION

F-85

---

Table of Contents

F-86

---

Table of Contents

			For the period
			January 1, 2005
			through
			June 30, 2005				Year Ended
			(Unaudited)				December 31, 2004
Revenue
	Base rents		$	1,726,829			$	2,621,944
	Other income			144,234				215,515
				1,871,063				2,837,459
Certain Operating Expenses
	Property operating expenses			751,678				1,357,607
	General and administrative expenses			68,304				115,889
	Real estate taxes			355,389				619,865
				1,175,371				2,093,361
Revenue in excess of certain operating expenses			$	695,692			$	744,098

F-87

---

Table of Contents

1.	BASIS OF PRESENTATION

Legal Name		Location				Units
Republic Garland Self Stor, LP			Garland, TX				486	(1)
Basswood Self Stor, LP			Fort Worth, TX				409
Davis Self Stor, LP			North Richland Hills, TX				459
Sandstor Partners 108, LP			Austin, TX				552
Storage Holding Midway, LP			Dallas, TX				561
Storage Holding Frisco, LP			Frisco, TX				629	(2)
Storage Holdings Eastchase, LP			Fort Worth, TX				674
Republic Manchaca Self Stor, LP			Austin, TX				570
Storage Holding Mansfield, LP			Mansfield, TX				478
Republic Stassney Self Stor, LP			Austin, TX				587	(3)
Interstate 10 Self Stor, LP			San Antonio, TX				676	(4)

(1)	Placed in service April 2004.
(2)	Placed in service February 2004.
(3)	Placed in service June 2004.
(4)	Placed in service September 2004.

2.	USE OF ESTIMATES

3.	REVENUE RECOGNITION

F-88

---

Table of Contents

4.	PROPERTY OPERATING EXPENSES

5.	ADVERTISING

6.	INTERIM UNAUDITED FINANCIAL INFORMATION

F-89

---

Table of Contents

---

---