1298675--2/29/2008--U-Store-It

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{tax, income, asset}

{loan, real, estate}

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{debt, indebtedness, cash}

{condition, economic, financial}

{acquisition, growth, future}

{stock, price, share}

{cost, operation, labor}

{loss, insurance, financial}

{personnel, key, retain}

{system, service, information}

{investment, property, distribution}

{financial, litigation, operation}

{capital, credit, financial}

{operation, natural, condition}

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{regulation, change, law}

Our performance and the value of our self-storage facilities are subject to risks associated with our properties and with the real estate industry. influenced by demand for self-storage space generally, and a decrease in such demand would likely have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio. We face risks associated with actions taken by our competitors. We face risks related to balloon payments. Rising operating expenses could reduce our cash flow and funds available for future We face risks associated with facility acquisitions that could impede our growth. Financing our future growth plan or refinancing existing debt maturities could be impacted by negative capital market conditions. We may not be able to adapt our management and operation systems to respond to the integration of additional facilities without disruption or expense. Acquired facilities may subject us to unknown liabilities. We face significant competition from other developers, owners and operators in the self-storage industry. Property ownership through joint ventures may limit our ability to act exclusively in our interest. Because real estate is illiquid, we may not be able to sell properties when appropriate. We face system security risks as we depend upon automated processes and the Internet. Potential losses may not be covered by insurance, which could result in the loss of our investment in a facility and the future cash flows from the facility. Terrorist attacks and other acts of violence or war may adversely impact our performance and may affect the markets on which our securities are traded. Potential liability for environmental contamination could result in substantial costs. Americans with Disabilities Act compliance may require unanticipated expenditures. We may become subject to litigation or threatened litigation which may divert management time and attention, require us to pay damages and expenses or restrict the operation of our business. The terms and covenants relating to our indebtedness could adversely impact our economic performance. Our organizational documents contain no limitation on the amount of debt we may incur. As a result, we may become highly leveraged in the future. Our ability to make distributions is subject to various risks. We depend on external sources of capital that are outside of our control; the unavailability of capital from external sources could adversely affect our ability to acquire or develop facilities, satisfy our debt obligations and/or make distributions to shareholders. If we fail to qualify as a REIT, our distributions to shareholders would not be deductible for federal income tax purposes, and therefore we would be required to pay corporate income tax at applicable rates on our taxable income, which would substantially reduce our earnings and may substantially reduce the value of our common shares and adversely affect our ability to raise additional capital We will pay some taxes even if we qualify as a REIT. We cannot assure you of our ability to pay dividends in the future. We are dependent upon our key personnel whose continued service is not guaranteed. We are dependent upon our on-site personnel to maximize customer satisfaction; any difficulties we encounter in hiring, training and retaining skilled field personnel may adversely affect our rental revenues. Our insurance coverage may not comply fully with certain loan requirements. Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our shares or otherwise Robert J. Amsdell, our former Chairman and Chief Executive Officer; Barry L. Amsdell, a former Trustee; Todd C. Amsdell, our former Chief Operating Officer and former President of our development subsidiary; and the Amsdell Entities (collectively, The Amsdell Family ) collectively own an approximate 23.3% beneficial interest in our company on a fully diluted basis and therefore have the ability to exercise significant influence on any matter presented to our shareholders. Robert J. Amsdell and Barry L. Amsdell have interests, through their ownership of limited partner units in our operating partnership that may conflict with the interests of our other Our shareholders have limited control to prevent us from making any changes to our Our rights and the rights of our shareholders to take action against our Trustees and Many factors could have an adverse effect on the market value of our securities. Additional issuances of equity securities may be dilutive to shareholders. Our declaration of trust permits our Board of Trustees to issue preferred shares with terms that may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our shares or otherwise benefit our shareholders. The acquisition of new facilities that lack operating history with us will give rise to difficulties in predicting revenue potential. Our financial performance is dependent upon the economic and other conditions of the markets in which our facilities are located. Our business may be sensitive to economic conditions that impact consumer spending.

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1298675--2/29/2008--U-Store-It_Trust