SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

November 14, 2005

(Date of Report (Date of Earliest Event Reported))

EXTRA SPACE STORAGE INC.

(Exact Name of Registrant as Specified in Its Charter)

2795 East Cottonwood Parkway, Suite 400
Salt Lake City, Utah 84121

(Address of Principal Executive Offices)

(801) 562-5556

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 14, 2005, Extra Space Storage Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2005. A copy of the press release is filed as exhibit 99.1 and is incorporated by reference herein.

The information contained in this Form 8-K is furnished under “Item 2.02. Results of Operations and Financial Condition” in accordance with SEC Release 33-8216. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS

99.1   Earnings Release

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SIGNATURES

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

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Exhibit Index

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Exhibit 99.1

EXTRA SPACE STORAGE INC.

PH (801) 562-5556

FAX (801) 562-5579

2795 E. Cottonwood Pkwy. Suite 400

Salt Lake City, Utah 84121

info@extraspace.com, www.extraspace.com

FOR IMMEDIATE RELEASE

Extra Space Storage Inc. Reports Operating Results for the Three and Nine Months Ended September 30, 2005

Company closes Storage USA acquisition, substantially completes business integration and increases same-store revenue.

SALT LAKE CITY, Utah, November 14, 2005 – Extra Space Storage Inc. (the “Company”) (NYSE: EXR) announced today its operating results for the three and nine months ended September 30, 2005. The reported statements for the three and nine months ended September 30, 2005 include the operations and cash flows from the Storage USA properties acquired on July 14, 2005.  The reported statements of operations and cash flows for the three and nine months ended September 30, 2004 include the operating results of the Company’s predecessor (the “Predecessor”) prior to the consummation of the Company’s Initial Public Offering (“IPO”) in August 2004, combined with the Company’s operating results for the quarter after its IPO and related formation transactions. Supplemental unaudited financial information regarding the Company’s operating results can be found in the “Investor Info” section of the Company’s website at www.extraspace.com under “Financial Reports.”

Third Quarter 2005 Highlights

•                  Closed acquisition of Storage USA from GE Commercial Finance for approximately $2.3 billion in cash in joint venture with Prudential Real Estate Investors (“PREI”).

•                  Completed the majority of the integration of the operational, technology and accounting systems of Storage USA.

•                  Posted year-over-year revenue increase of 4.3% on 38 same-stores for the three months ended September 30, 2005.

•                  Achieved funds from operations (“FFO”) per share of $0.18 for the three months ended September 30, 2005.  Adjusted FFO per share, excluding $0.06 in one-time charges related to the Storage USA acquisition, was $0.24 for the quarter.

•                  Issued $40.0 million in trust preferred securities related to the acquisition of Storage USA.

•                  Declared and paid a regular quarterly dividend of $0.2275 per share, representing an annualized dividend of $0.91 per share.

The results for the three and nine months ended September 30, 2005 include the operations of 546 properties, 191 of which were consolidated and 355 of which were held in joint ventures accounted for using the equity method, compared to the results for the three and nine months ended September 30, 2004, which included the operations of 142 properties, 124 of which were consolidated and 18 of which were in joint ventures accounted for using the equity method. Results for the three and nine months ended September 30, 2004 include the results of six properties in which the Company did not own any interest and one where the Company sold its joint venture interest in 2004. The properties were consolidated as a result of guarantees and/or puts for which the Company was liable. Five of the six properties were deconsolidated on August 16, 2004 upon the release of all guarantees and puts, and the other property was deconsolidated on December 31, 2004. Results for both periods also include equity in earnings of real estate joint ventures, third-party management fees, acquisition fees and development fees.

Storage USA Acquisition and Integration

On July 14, 2005, the Company and PREI completed the acquisition of Storage USA for approximately $2.3 billion in cash.  This acquisition is the largest transaction to date in the self-storage industry.  As a result, the Company now owns one hundred percent of 61 Storage USA facilities, bringing its total of wholly-owned properties to 191.  In connection with the

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Storage USA transaction, the Company acquired SUSA Partnership, L.P.’s equity interest in 78 joint-venture properties and assumed the management of 60 franchise and managed properties.  In addition, 259 of the self-storage properties acquired in the Storage USA transaction were contributed to five separate limited liability companies that are owned by five subsidiaries of the Company (each, a “Company Sub”) and PREI.  As part of this contribution, the Company Subs and PREI entered into limited liability company agreements which govern the rights and responsibilities of each such limited liability company.  Following this transaction, the Company now has a joint-venture interest in 355 self-storage properties.

“This acquisition transforms us into the second largest operator in the self-storage industry,” said Ken Woolley, Chairman and Chief Executive Officer of Extra Space Storage. “We are even more excited about the acquisition now that we have had a chance to manage the properties and get to know them and the people who operate them.  These are well-located, quality properties, with the majority located in our current core markets where we have tremendous overlap and the ability to take advantage of our increased scale.”

The Company completed the integration of Storage USA’s site management software system to the Company’s software system in mid-September.  The Company also largely completed the integration of the accounting, marketing, human resource and operational systems during the quarter.  Mr. Woolley added:  “Our integration is going as well or better than planned.  We are very excited with the progress we have made in a few short months.”

Operating Results for the Three and Nine Months Ended September 30, 2005:

Total revenues for the three and nine months ended September 30, 2005 were $43.1 million and $90.7 million, respectively, compared to $18.2 million and $43.0 million, respectively, for the three and nine months ended September 30, 2004. Contributing to the increase in revenues for the third quarter were the acquisition of 52 stabilized properties during 2004 and the first quarter of 2005, the buy-out of various joint venture partners in 2004, the July 14, 2005 acquisition of 61 Storage USA properties, continued occupancy gains from the Company’s lease-up properties and increased rental revenues from existing customers.

The net loss for the three and nine months ended September 30, 2005 was $2.9 million and $4.7 million, respectively, compared to a net loss of $5.1 million and $18.1 million, respectively, for the three and nine months ended September 30, 2004. The decrease in net loss was primarily due to the acquisition of 52 stabilized properties, the buy-out of various joint-venture partners, the July 14, 2005 acquisition of 61 Storage USA properties, continued occupancy gains from the Company’s lease-up properties and increased rental revenues from existing customers.

“The addition of the Storage USA properties has enlarged our portfolio and revenue potential substantially,” said Mr. Woolley.  “Within the legacy Extra Space Storage portfolio, we again achieved year-over-year increases in revenue.  Storage USA properties are performing ahead of the same quarter last year. As we move forward with our integration efforts, we are confident in our ability to continue improving companywide performance.”

Portfolio Results:

Same store portfolio: The Company’s same-store stabilized portfolio consists of 38 properties wholly owned by the Company at the beginning and at the end of the applicable periods presented and that had achieved stabilization as of the first day of such period. These results provide information relating to property-level operating changes without the effects of acquisitions or completed developments. The results shown should not be used as a basis for future same-store performance or for the performance of the Company’s properties as a whole (numbers are in thousands, except for property data):

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Same-store stabilized revenues for the three and nine months ended September 30, 2005, reflecting a portfolio of 38 wholly-owned properties, increased 4.3% and 3.5%, respectively, compared to the same periods in 2004. Expenses rose 7.6% and 7.5% respectively for the three and the nine months ended September 30, 2005, compared to the same periods in 2004. The quarterly increase in expenses was primarily due to advertising, utilities and payroll and benefits.

Common Contingent Share (“CCS”) and Common Contingent Unit (“CCU”) Property Performance: As described in the Company’s prospectus for its IPO, upon the achievement of certain levels of net operating income with respect to 14 of the Company’s pre-stabilized properties, the Company’s CCSs and the Company’s operating partnership’s CCUs will convert into additional shares of common stock and operating partnership units, respectively, beginning with the quarter ending March 31, 2006.  Additional information regarding the conversion of the CCSs and CCUs can be found in the Company’s Form 10-Q filed with the Securities Exchange Commission.

The square foot occupancy of these 14 properties as of September 30, 2005 was 71.5% compared to 58.7% as of September 30, 2004. The following table outlines the performance of these properties for the three and nine months ended September 30, 2005 and September 30, 2004 (numbers are in thousands, except for property data):

Revenues for the three and nine months ended September 30, 2005 increased 34.0% and 42.7%, respectively, as compared to the three and nine months ended September 30, 2004. These increases are due to the continued occupancy gains of the facilities and increases in rental rates to both new and existing customers. Expenses for the three and nine months ended September 30, 2005 increased 22.5% and 18.3%, respectively, as compared to the three and nine months ended September 30, 2004. Expenses increased primarily as a result of advertising and property taxes.

Funds from Operations:

FFO per share was $0.18 for the quarter ended September 30, 2005.  Adjusted FFO was $0.24 per share for the quarter after excluding a $0.06 per share ($2.5 million) one-time charge related to the Storage USA transaction and integration.  The following table sets forth the calculation of FFO per share (numbers are in thousands, except for per share data):

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Funds from operations (“FFO”) provides relevant and meaningful information about the Company’s operating performance that is necessary, along with net loss and cash flows, for an understanding of the Company’s operating results. FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”) as net income (loss) computed in accordance with accounting principles generally accepted in the United States (“GAAP”), excluding gains or losses on sales of properties, plus depreciation and amortization and after adjustments to record unconsolidated partnerships and joint ventures on the same basis. The Company believes that to further understand its performance, FFO should be considered along with the reported net loss and cash flows in accordance with GAAP, as presented in the consolidated financial statements.

The computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently. FFO does not represent cash generated from operating activities determined in accordance with GAAP, and should not be considered as an alternative to net income (loss) as an indication of the Company’s performance, as an alternative to net cash flow from operating activates as a measure of its liquidity, or as an indicator of the Company’s ability to make cash distributions.

Issuance of Trust Preferred Securities:

On July 27, 2005, the Company, and ESS Statutory Trust III, a Delaware statutory trust, completed the issuance and sale in a private placement of $40.0 million of floating rate preferred securities. The Trust Preferred Securities mature on June 30, 2035 and are redeemable at the Company’s option beginning July 31, 2010. The Trust Preferred Securities require quarterly distributions of interest at a fixed rate of 6.91%.  The issuance and sale of this round of financing brings the total issuance of Trust Preferred Securities to $116.0 million.

Financial Flexibility:

As of September 30, 2005, the ratio of total fixed-rate debt to total debt was approximately 78.8%. The weighted average interest rate was 5.3% for fixed-rate loans and 5.9% for variable-rate loans. The weighted average interest rate of all fixed- and variable-rate loans was 5.4%. The Company had $74.7 million of capacity on its line of credit, of which $42.0 was drawn as of September 30, 2005.

Kent Christensen, Senior Vice President and Chief Financial Officer noted: “During the quarter we completed financing which enabled us to close the Storage USA acquisition.  We also filed a shelf registration with the Securities and Exchange Commission.  We feel that the actions we have taken with regard to our financing structure position us well to continue to execute upon our plans for growth through acquisition and development.”

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Third Quarter Dividend Declared:

On August 26, 2005, the Company announced its third quarter common stock dividend of $0.2275 per share. The dividend was paid on September 30, 2005 to stockholders of record as of September 15, 2005. The dividend payment was calculated based on an annual dividend of $0.91 per share.

Outlook:

Same store property portfolio:  For the three and nine months ended September 30, 2005, the Company experienced year-on-year revenue growth and a consistent level of occupancy at its same-store stabilized and larger portfolio of non-same store stabilized properties.  California and Florida were the top performing markets while New Jersey and Pennsylvania performed below the portfolio average at the Company’s pre-Storage USA properties.  Because of the favorable conditions in many markets, the Company expects that revenues from the same-store property portfolio in the fourth quarter will be higher than those achieved in the fourth quarter last year.

The newly acquired properties from Storage USA:  The 61 properties acquired from Storage USA on a wholly-owned basis experienced growth in revenues and NOI for the three and nine months ended September 30, 2005 compared with the same period last year.  Both revenue and net operating income are performing above expectations on a year-on-year basis.  For the newly acquired, wholly-owned 61 properties from Storage USA, California and Florida were the top performing markets while New Jersey, Ohio and Pennsylvania were behind the portfolio average.   Because of the favorable conditions in many markets the Company expects revenues from this portfolio will be higher in the fourth quarter than revenues achieved in the fourth quarter last year.

The 337 properties acquired from Storage USA on a joint-venture basis, for which the Company has a minority equity interest and collects management fees, have experienced growth in revenues for the three and nine months ended September 30, 2005.  As with the previously mentioned property portfolios, the favorable conditions in many markets lead the Company to expect revenues from this portfolio to be higher in the fourth quarter than revenues achieved in the fourth quarter last year.

 Lease-up property portfolio:   With respect to the Company’s lease-up properties, including the 14 CCS and CCU properties, the Company expects continued growth in revenues and occupancy with a number of these properties achieving full stabilization in 2005. Despite strong performance at several of the properties, the CCS and CCU properties as a whole continue to perform slightly below budgeted levels. The Company believes it is unlikely that any CCSs or CCUs will be converted into shares of common stock or operating partnership units until the third quarter of 2006.

Note on hurricane Katrina:  In late August, the two facilities owned by the Company in New Orleans were damaged as a result of hurricane Katrina.  The estimated cost of repairs from damage caused by hurricane Katrina is $200,000 after expected insurance reimbursements. The Company has in place third-party insurance coverage, subject to deductibles, that cover repairs as a result of physical damage to these facilities and the loss of income due to certain units or the entire facility being unavailable for rent as a result of damage. No income from business interruption proceeds was recorded during the three months ended September 30, 2005.  As of the date of this release, both of the facilities have reopened and the majority of the repairs have been completed.  We believe that the impact of the hurricane may have a continued effect on these two properties for the foreseeable future.   The revenues from these two properties account for less than 1% of the Company’s total annual revenues.

Note on hurricane Wilma:  The impact of hurricane Wilma, which occurred subsequent to quarter end, is currently being assessed.  The hurricane affected 17 of the Company’s wholly-owned facilities and 21 of the Company’s facilities owned in joint ventures.  More information will be provided as detailed property inspections and damage estimates are completed.  Our preliminary estimate is that the cost of repairs for the Company’s wholly-owned properties will be $800,000 after expected insurance reimbursements.  The total damage sustained by properties managed by the Company is approximately $2.3 million.  All of the affected self-storage facilities are open and operating.

“This past quarter has been a transforming one for Extra Space Storage.   We completed the acquisition of Storage USA and made significant progress integrating the two companies.  At the same time, we did not take our eyes off the day-to-day business.  As a result, our same-store properties and larger stabilized portfolio again saw year-on-year increases in revenue,” said Mr. Woolley. “The integration process is not without significant cost and this is reflected in our earnings for the quarter.  I am convinced that these short-term costs are an investment in a more diversified group of properties, people and processes that is already increasing shareholder value.  Market conditions remain positive and we currently anticipate increasing revenues in many of our markets.  We are working hard to control our short-term costs involved in the acquisition and at the same time build the preferred brand in the industry.”

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The following table sets forth additional information regarding the square foot occupancy of stabilized properties organized by state as of September 30, 2005 and September 30, 2004.

Stabilized Property Data Based on Location

(1) Represents unit count as of September 30, 2005 which may differ from September 30, 2004 unit count due to unit conversions or expansions.

(2) Represents net rentable square feet as of September 30, 2005 which may differ from September 30, 2004 net rentable square feet due to unit conversions or expansions.

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The following table sets forth additional information regarding the occupancy of our lease-up properties organized by state as of September 30, 2005 and September 30, 2004.

Lease-up Property Data Based on Location

(1) Represents unit count as of September 30, 2005 which may differ from September 30, 2004 unit count due to unit conversions or expansions.

(2) Represents net rentable square feet as of September 30, 2005 which may differ from September 30, 2004 net rentable square feet due to unit conversions or expansions.

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Forward Looking Statements

When used in this discussion and elsewhere in this press release, the words “believes,” “anticipates,” “projects,” “should,” “estimates,” “expects” and similar expressions are intended to identify forward-looking statements within the meaning of that term in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and in Section 21F of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied in the forward-looking statements. Such factors include, but are not limited to, changes in general economic conditions and in the markets in which the Company operates:

•                  the effect of competition from new self-storage facilities or other storage alternatives, which would cause rents and occupancy to decline;

•                  the Company’s ability to effectively compete in the industry in which it does business;

•                  difficulties in the Company’s ability to evaluate, finance and integrate acquired and developed properties into the Company’s existing operations and to fill up those properties, which could adversely affect the Company’s profitability;

•                  the impact of the regulatory environment as well as national, state, and local laws and regulations including, without limitation, those governing Real Estate Investment Trusts, which could increase the Company’s costs and reduce the Company’s cash available for distribution;

•                  difficulties in raising capital at reasonable rates, which could impede the Company’s ability to grow; and

•                  delays in development and construction processes, which could adversely affect the Company’s profitability; and economic uncertainty due to the impact of war or terrorism which could adversely affect its business plan.

The Company disclaims any obligation to publicly release the results of any revisions to these forward-looking statements reflecting new estimates, events or circumstances after the date of this report.

Conference Call

Extra Space Storage Inc. will host a conference call at 2:30 p.m. Mountain Time (4:30 p.m. Eastern Time) on Monday, November 14, 2005 to discuss its third quarter 2005 results.

This conference call will be broadcast live over the Internet and can be accessed by all interested parties at Extra Space Storage’s website at www.extraspace.com (then click on the “Investor Info” tab.) To listen to the live call, please go to the website at least fifteen minutes prior to the start of the call to register, download, and install any necessary audio software. For those unable to participate during the live broadcast, a replay will be available shortly after the call on the website. In addition, a replay of the call will be available via telephone for 14 business days, beginning two hours after the call. To listen to the call, in the U.S., please dial 888-286-8010.  For international callers the number is 617-801-6888. Enter access code 75567705.

About Extra Space Storage Inc.

Extra Space Storage Inc., headquartered in Salt Lake City, Utah, is a fully integrated, self-administered and self-managed real estate investment trust that operates 620 self-storage properties in 34 states, including Washington, D.C. The Company’s properties comprise more than 400,000 units and 43 million square feet rented by over 330,000 tenants. The Company is the second largest operator of self storage in the United States. Additional Extra Space Storage information is available at www.extraspace.com.

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- Financial Tables Follow -

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Extra Space Storage Inc.

Condensed Consolidated Balance Sheets

(Dollars in thousands, except per share data)