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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

            (X)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                  For the fiscal year ended December 31, 2001

          ( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                For the transition period from ________to________
                        Commission file number 001-12403

                             SUSA Partnership, L.P.
             (Exact name of registrant as specified in its charter)

          Tennessee                                   62-1554135
       State or other jurisdiction of      (I.R.S. Employer Identification No.)
      incorporation or organization
       175 Toyota Plaza, Suite 700                       38103
             Memphis, TN                               (Zip Code)
  (Address of principal executive offices)

       Registrant's telephone number, including area code: (901) 252-2000

          Securities registered pursuant to section 12(b) of the act:

<TABLE>
<CAPTION>
                      Title of each class                                       Name of each exchange on which registered
<S>                                                                             <C>
SUSA Partnership, L.P.     7.12% Notes    Due November 1, 2003                        New York Stock Exchange
SUSA Partnership, L.P.     8.20% Notes    Due June 1, 2017                            New York Stock Exchange
SUSA Partnership, L.P.     7.00% Notes    Due December 1, 2007                        New York Stock Exchange
SUSA Partnership, L.P.     7.50% Notes    Due December 1, 2027                        New York Stock Exchange
SUSA Partnership, L.P.     6.95% Notes    Due July 1, 2006                            New York Stock Exchange
SUSA Partnership, L.P.     7.45% Notes    Due July 1, 2018                            New York Stock Exchange
</TABLE>

        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of this registrant's knowledge, in a
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. Yes X No____

The aggregate market value of the units by non-affiliates of the registrant was
approximately $101,766,716 as of March 11, 2002, based on 2,360,629 units
held by non-affiliates of the registrant and based upon the closing price of
$43.11 for Storage USA, Inc.'s common stock on the New York Stock Exchange.
(For this computation, the registrant has excluded the market value of all
units reported as beneficially owned by executive officers and directors of the
registrant and certain other unitholders; such an exclusion shall not be deemed
to constitute an admission that any such person is an "affiliate" of the
registrant.)

                                    2,360,629
      (Number of units of limited partnership interest outstanding, as of
                                 March 11, 2002)

                      DOCUMENTS INCORPORATED BY REFERENCE

                                      None.

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

Item     Description                                                                               Page
----     -----------                                                                               ----

<S>                                                                                                  <C>
                                     PART I

1.       Business                                                                                     3
2.       Properties                                                                                   8
3.       Legal Proceedings                                                                            9
4.       Submission of Matters to a Vote of Security Holders                                         11

                                    PART II

5.       Market for the Registrant's Common Equity and Related Stockholder Matters                   12
6.       Selected Financial Data                                                                     13
7.       Management's Discussion and Analysis of Financial Condition and Results of Operations       14
7A.      Quantitative and Qualitative Disclosure About Market Risk                                   24
8.       Financial Statements and Supplementary Data                                                 25
9.       Changes and Disagreements with Accountants on Accounting and Financial Disclosure           25

                                    PART III

10.      Directors and Executive Officers of the Registrant                                          26
11.      Executive Compensation                                                                      28
12.      Security Ownership of Certain Beneficial Owners and Management                              29
13.      Certain Relationship and Related Transactions                                               31

                                    PART IV

14.      Exhibits, Financial Statements Schedules and Reports on Form 8-K                            37
</TABLE>

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                                     PART I

ITEM 1.   BUSINESS

GENERAL

     SUSA Partnership, L.P. (the "Company" and the "Partnership") was formed by
Storage USA, Inc. (the "GP"), general partner and holder of approximately 91% of
the interest therein as of December 31, 2001, to acquire, develop, construct,
franchise, and own and operate self-storage facilities throughout the United
States. On March 23, 1994, we completed an initial public offering (the "IPO").
We are the second largest owner and operator of self-storage space in the United
States. At December 31, 2001, we owned 411 facilities containing 28.1 million
net rentable square feet and managed 147 facilities for others (including 71
franchisees) containing an additional 9.8 million net rentable square feet. Our
owned and managed facilities are located in 33 states and the District of
Columbia. The GP is structured as an umbrella partnership real estate investment
trust, commonly referred to as an "UPREIT," in which substantially all of our
business is conducted through the Partnership. Under this structure, we are able
to acquire self-storage facilities in exchange for units of limited partnership
interest, which permits the sellers to partially defer taxation of capital
gains.

     In 1996, the Company formed Storage USA Franchise Corp ("Franchise"), a
Tennessee corporation. From the initial inception of Franchise until December
31, 2000, the Partnership owned 100% of its non-voting common stock, and
accounted for Franchise under the equity method. On January 2, 2001, the
Company acquired all of the outstanding voting stock of Franchise.
Accordingly, commencing in 2001, the Company consolidates Franchise for
accounting purposes.

BUSINESS STRATEGY

     Our business strategy involves a balanced combination of internal growth
generated from our existing portfolio and external growth generated from the
acquisition, development and franchising of new properties. Our internal
growth strategy is to pursue an active leasing policy. This includes marketing
available space and renewing existing leases at higher rents per square foot
while controlling expense growth. In pursuing opportunities to expand the
number of facilities in our system, we primarily seek to add facilities in
those metropolitan areas in which we operate. We also selectively enter new
markets that have desirable characteristics such as a growing population and a
concentration of multifamily dwellings. Our intention is to acquire or develop
facilities that have strong retail characteristics and that are attractively
designed. By developing new facilities, we believe long-term returns can be
provided that could exceed returns achieved by acquired facilities and we are
able to capitalize on unsaturated markets where suitable acquisition
opportunities may be minimal or nonexistent. These locations may, in some
instances, provide long-term returns greater than those available in typical
suburban markets. With the GP's proposed acquisition by Security Capital Group
Incorporated ("Security Capital"), and Security Capital's proposed acquisition
by GE Capital Real Estate, changes to our existing business strategy could
occur, especially as they relate to our external growth plan.

SIGNIFICANT DEVELOPMENTS DURING 2001

     .  On January 2, 2001, we acquired all of the outstanding voting stock of
        Franchise for total consideration of $203 thousand. The transaction was
        accounted for under the purchase method. The voting stock was acquired
        from our Chief Executive Officer and President in a Board approved
        transaction. From the initial inception of Franchise in 1996 until
        December 31, 2000, we accounted for Franchise under the equity method,
        including our 97.5% share of the profit or loss of Franchise in Service
        and Other Income as part of income from equity investments, and our
        share of the net assets of Franchise in Other Assets. Commencing with
        the January 2, 2001 change in ownership, however, we now consolidate
        Franchise for accounting purposes.

     .  With the January 1, 2001 implementation of the REIT provisions of the
        Ticket to Work and Work Incentives Improvement Act of 1999 (the "Act"),
        taxable REIT subsidiaries gained the ability to provide "non-customary"
        services to tenants. Accordingly, commencing in 2001, Franchise is
        offering to our customers direct access to tenant insurance, which
        insures their stored goods against described perils.

     .  In December of 2001, the GP and the Partnership entered into a
        definitive purchase and sale agreement with Security Capital, which,
        as amended, provides for a series of transactions in which all of the
        holders of the GP's common stock will be entitled to receive $42.50
        per share in cash in exchange for the cancellation of their shares,
        and all holders of limited partnership interests in the Partnership
        will likewise be entitled to receive, at their option, $42.50 per
        limited partnership unit. Limited partnership unitholders will be
        permitted to elect, under the conditions and limitations relating to
        such an election as provided in the purchase and sale agreement, to
        continue as limited partners in the surviving partnership. In addition,
        on December 14, 2001, Security Capital announced it had entered into a
        definitive agreement to be acquired by GE Capital Real Estate. The GP's

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        proposed transaction with Security Capital is subject to shareholder
        approval. If completed, it is expected to close in Spring 2002.

STRATEGIC ALLIANCE WITH SECURITY CAPITAL

     General. On March 19, 1996, the GP entered into a Strategic Alliance
Agreement with Security Capital-US Realty (an affiliate of Security Capital),
which has since been amended, in connection with US Realty's initial purchase
of approximately 28.7% of the GP's common stock. The Strategic Alliance
Agreement, as amended, permitted US Realty (and presently permits Security
Capital) to purchase up to 42.5% of the GP's common stock, on a fully diluted
basis, and to participate in certain offerings of the GP's equity securities.
In January 2001, SC Realty Corporation, an indirect wholly-owned subsidiary of
Security Capital, acquired all of the Storage USA shares that were owned by US
Realty. Pursuant to a July 7, 2000 letter agreement, the GP had agreed to
permit this transaction, provided that Security Capital agreed to be bound by
the Strategic Alliance Agreement and that, among other things, the standstill
provisions of that agreement were extended from June 5, 2003 to December 5,
2004. The Strategic Alliance Agreement has been further modified by letter
agreements modifying the standstill limitations. As of January 8, 2002,
Security Capital and its affiliates owned approximately 41.3% of the GP's
outstanding common stock.

     Restrictions on the GP. The Strategic Alliance Agreement places
several restrictions on the ability of Storage USA and its subsidiaries to
engage in specified corporate actions, including:
     .  incurring total indebtedness in an amount exceeding 60% of the sum of
        (1) the market value of the GP's outstanding equity on a fully-diluted
        basis (based on $31.30 per share, the price paid by US Realty in
        connection with its acquisition of the GP's shares), (2) the GP's
        consolidated debt as of March 1, 1996 (the date of the purchase by US
        Realty of our shares), and (3) the acquisition cost of properties
        acquired after March 1, 1996 (less any proceeds of property
        dispositions that are distributed to the GP's shareholders after that
        date);
     .  owning real property other than self-storage facilities or land suitable
        for the development of self-storage facilities, the value of which
        exceeds 10%, at cost, of our consolidated property assets; and
     .  terminating the GP's eligibility for treatment as a REIT for federal
        income tax purposes (or taking any action that would have that effect).
     These restrictions lapse on the earlier to occur of:
     .  the termination of Security Capital's standstill obligations as
        described below; and
     .  generally, the first date on which, for a continuous period of 180 days,
        Security Capital's ownership of the GP's common stock has been below
        20% of our outstanding shares.
     The Strategic Alliance Agreement also gives Security Capital consultation
rights with respect to major enumerated transactions (such as the acquisition
or sale of any assets having a value in excess of $25,000,000 or the issuance
of any debt in excess of $150,000,000) and information rights with respect to
the GP's business and other corporate matters.

     Restrictions on Security Capital. The standstill arrangement in the
Strategic Alliance Agreement prohibits Security Capital and its affiliates from
acquiring more than 42.5% of the GP's outstanding shares of common stock (or
securities convertible into or exchangeable for such shares), on a fully
diluted basis. During the standstill period, Security Capital and its
affiliates also are prohibited from:
     .  becoming members of a "group" for purposes of Section 13(d) of the
        Exchange Act with an unaffiliated party;
     .  selling or otherwise disposing of the GP's common stock, except for
        transfers (1) in compliance with Rule 144 under the Securities Act,
        pursuant to a negotiated transaction with a third party, pursuant to
        the registration rights agreement described below or in connection with
        a public offering, to affiliates or to bona fide financial institutions
        for purposes of securing bona fide indebtedness, and (2) which
        otherwise are not made in violation of the GP's charter or result in
        any person beneficially owning more than 9.8% of the GP's outstanding
        shares of common stock;
     .  soliciting, encouraging or proposing an extraordinary or change of
        control transaction involving Storage USA;
     .  soliciting proxies, becoming a participant in an election contest,
        submitting shareholder proposals, or taking similar action involving
        the GP's shareholders; and
     .  seeking representation on, or a change in the composition of, the GP's
        board of directors, except as otherwise permitted by the Strategic
        Alliance Agreement.
     These restrictions and the standstill period expire on December 5, 2004,
which date will be extended for one-year periods unless earlier terminated by
Security Capital or upon the occurrence of an "early termination event."
     An "early termination event" is any of the following:
     .  a material default under any of our or our subsidiaries' debt
        agreements, instruments, or arrangements;
     .  the acquisition by any person or group (other than Security Capital or
        its affiliates) of more than 9.8% of the GP's voting securities, and
        the failure of the GP's board of directors to enforce the ownership
        limits contained in our charter;
     .  any person or group having a number of directors on the GP's board
        (other than not more than two management directors), or having the
        right or power to elect a number of directors on the GP's board, equal
        to or greater than the number of directors to which Security Capital is
        entitled;
     .  the authorization by the GP, its board of directors or any committee of
        the board (with all directors appointed by Security

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<PAGE>

        Capital abstaining or voting against) of the solicitation of offers or
        proposals or indications of interest with respect to any extraordinary
        or change of control transaction involving the GP;
     .  the written submission by any person or group (other than Security
        Capital or its affiliates) of a proposal to the GP, its board of
        directors or any of its representatives or affiliates with respect to,
        or otherwise expressing an interest in pursuing any extraordinary or
        change of control transaction referred to above (other than a proposal
        that the GP's board of directors promptly determines is not in the best
        interest of the GP);
     .  in connection with any extraordinary or change of control transaction
        referred to above, the removal of any rights plan or anti-takeover
        provision of the GP's organizational documents;
     .  any material (and uncured) breach of the Strategic Alliance Agreement
        by the GP or its subsidiaries; or
     .  any violation of the restrictions on the GP's ability to incur debt,
        purchase properties or terminate its REIT eligibility described above.
     The purchase and sale agreement described in "Significant Developments
During 2001" provides that execution, delivery and performance of the purchase
and sale agreement or of an agreement providing for a superior transaction, in
compliance with the terms of the purchase agreement, will not constitute an
"early termination event" under the Strategic Alliance Agreement. Further, the
exercise of any rights in the purchase and sale agreement, in accordance with
and subject to its terms, and the consummation of any of the transactions
contemplated by the purchase and sale agreement shall not constitute a
violation or attempted violation of any provision of the Strategic Alliance
Agreement or the GP's charter or bylaws.
     Also, during the standstill period, Security Capital must vote its shares
of the GP's common stock either in accordance with the recommendation of the
GP's board of directors or proportionately, in accordance with the votes of the
other shareholders. Security Capital may, however, vote such shares at its
discretion with respect to the following matters:
     .  any extraordinary transaction submitted to a shareholder vote;
     .  any amendment to the GP's charter or bylaws that would reasonably be
        expected to materially adversely affect Security Capital; or
     .  the election of Security Capital's nominees to the GP's board of
        directors.

     Security Capital's Preemptive Rights. Security Capital is generally
entitled under the Strategic Alliance Agreement to purchase up to 35% of any
shares of capital stock the GP issues or shares of capital stock issued by any
of the GP's subsidiaries having assets in excess of $200 million, other than in
connection with issuances of operating partnership units or issuances pursuant
to instruments in existence on the date of the Strategic Alliance Agreement.

COMPETITION

     Competition from other self-storage facilities exists in every market in
which our facilities are located. We principally face competitors who seek to
attract tenants primarily on the basis of lower prices. However, we usually do
not seek to be the lowest price competitor. Rather, based on the quality of
our facilities and our customer service-oriented managers and amenities, our
strategy is to lead particular markets in terms of prices.

     We monitor the development of self-storage facilities in our markets. We
have facilities in several markets where we believe overbuilding has occurred,
including the following:

     .  Nashville, TN (represents 2.9% of the Company's total portfolio square
        footage "sq. ft.")

     .  Atlanta, GA (represents 1.6% of the Company's total portfolio sq. ft.)

     .  Indianapolis, IN (represents 2.0% of the Company's total portfolio sq.
        ft.)

     .  Salt Lake City, UT (represents 0.5% of the Company's total portfolio
        sq. ft.)

     In these markets we may experience a minimal reduction in Physical
Occupancy and less growth in rental rates than other markets. As a result of
the geographic diversity of our portfolio, we do not expect the potential for
excess supply in these markets to have a significant impact on our financial
condition or results of operations.

     There are three other significant publicly traded REITs and numerous
private and regional operators in the self-storage industry. These other
companies may be able to accept more risk than we can prudently manage. This
competition may reduce the number of suitable acquisition opportunities offered
to us and increase the price required to acquire particular facilities.
Further, we believe that competition could increase from companies organized
with similar objectives. Nevertheless, we believe that the operations,
development, and financial experience of our executive officers and directors
along with our customer-oriented approach to management of self-storage
facilities should enable us to compete effectively.

INFLATION

     We do not believe that inflation has had or will have a direct effect on
our operations. Substantially all of the leases at our facilities allow for
monthly rent increases, which provide us with the opportunity to achieve
increases in rental income.

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SEASONALITY

     Our revenues typically have been higher in the third and fourth quarter
primarily because we increase our rental rates on most of our storage units at
the beginning of May. This also occurs because self-storage facilities tend to
experience greater occupancy during the late spring, summer, and early fall
months due to greater incidence of persons moving during those periods.
Accordingly, more customers come to us as a result of moving. We believe that
our tenant mix, rental structure, and expense structure provide adequate
protection against undue fluctuations in cash flows and net revenues during
off-peak seasons. Thus, we do not expect seasonality to materially affect our
results of operations.

EMPLOYEES

     All persons referred to as our employees are employees of the Partnership
or our subsidiaries, such as Franchise. As of December 31, 2001, we employed
approximately 2,040 employees, of whom approximately 321 were employed
part-time (fewer than 30 hours per week) on a regular basis. None of our
employees are covered by a collective bargaining agreement. We believe our
relations with our employees are good.

TRADEMARKS AND SERVICE MARKS

     The Company uses a number of service marks including "Storage USA," "Total
Satisfaction Guaranteed" and "PropertyMax."  All service marks and copyright
registrations associated with our business are in the name of the Partnership
and expire over various periods of time, beginning in 2004. We intend to
defend vigorously against infringement of our service marks and copyright
registrations.

GOVERNMENTAL REGULATION

     The conduct of the self-storage business is regulated by various federal
and state laws, both statutory and common law, including those relating to the
form and content of rental agreements for individual storage spaces and
requirements relating to collection practices and imposition of late fees.
Franchise is subject to certain federal and state laws regulating the sale of
franchises and other practices with respect to the franchisor/franchisee
relationship. Taxation of Real Estate Investment Trusts ("REITs") is subject
to governmental regulation under the Internal Revenue Code (the "Code"). The
provisions are discussed in greater detail below in "Qualification as a Real
Estate Investment Trust."  Development of self-storage facilities is impacted
by governmental authorities at the local level on matters such as land use and
zoning, which can restrict the availability of land for development. However,
we do not believe any of these restrictions will have a material impact on
Storage USA.

QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST

     The GP has operated so as to qualify as a REIT under the federal income
tax laws since its taxable year ended December 31, 1994. Qualification as a
REIT involves the application of highly technical and complex rules for which
there are only limited judicial or administrative interpretations. There are no
controlling authorities that deal specifically with many tax issues affecting a
REIT that operates self-storage facilities. The determination of various
factual matters and circumstances not entirely within the GP's control may
affect its ability to qualify as a REIT. We believe the GP has not taken or
omitted to take any action which would reasonably be expected to result in a
challenge to its REIT status. To our knowledge, no such challenge is pending
or threatened.
     New regulations, administrative interpretations or court decisions could
adversely affect the GP's qualification as a REIT or the federal income tax
consequences of such qualification. If the GP were to fail to qualify as a REIT
in any taxable year, it would not be allowed a deduction for distributions to
shareholders in computing its taxable income. The GP would also be subject to
federal income tax (including any applicable alternative minimum tax) on its
taxable income at regular corporate rates. Unless entitled to relief under
certain Code provisions, the GP would also be disqualified from taxation as a
REIT for the four taxable years following the year during which qualification
was lost. As a result, the cash available for distribution to the GP's
shareholders would be reduced for each of the years involved. Although the GP
currently intends to operate in a manner designed to qualify as a REIT, it is
possible that future economic, market, legal, tax or other considerations may
cause the GP's Board of Directors, with the consent of a majority of the
shareholders, to revoke the REIT election.
     As noted in "Significant Developments during 2001," on December 5, 2001, we
entered into a definitive purchase and sale agreement with Security Capital.
This proposed transaction with Security Capital is subject to approval by
shareholders of the GP. If completed, it is anticipated the transaction will
close in the spring of 2002. If the GP's contemplated transaction with Security
Capital closes this year, its current tax year will end effective as of such
closing date. The GP intends to be taxed as a REIT through the end of the tax
year concluding on such closing date. Accordingly, the GP will comply with all
applicable provisions of the Code relating to REITs through the end of such tax
year, but no assurance can be given that the GP will, in fact, be able to
qualify as a REIT during this period.

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     On December 17, 1999, the Ticket to Work and Work Incentives Improvement
Act of 1999 (the "Act") was signed into law. The Act includes several
provisions affecting REITs (the "REIT Provisions"). The REIT Provisions were
effective January 1, 2001 and overhaul the existing tax rules applicable to
taxable subsidiaries of REITs. Under the REIT provisions, as of January 1,
2001, the GP is allowed to own up to 100% of the stock in one or more taxable
REIT subsidiaries ("TRSs"). A TRS is a fully taxable corporation that is
allowed to perform "non-customary" services for our tenants (i.e. those types
of services that would taint the rents from our tenants if provided by the us)
and to perform activities unrelated to our tenants, such as third-party
management, development, and other independent business activities. In
addition, we may lease space in a property to a TRS as long as at least 90% of
the leased space in the property is rented to persons other than TRSs and
related party tenants and the rent paid by the TRS is substantially comparable
to the rent paid by the other tenants for comparable space.

     The GP's use of TRSs, however, is subject to the following restrictions:

     .  no more than 20% of its assets may consist of securities of TRSs;

     .  the tax deductibility of interest paid or accrued by a TRS to the GP is
        limited to assure that the TRS is subject to an appropriate level of
        corporate taxation; and

     .  a 100% excise tax will be imposed on non-arm's length transactions
        between a TRS and the GP or its (our) tenants.

     The TRS rules grandfathered non-TRS taxable subsidiaries in existence on
July 12, 1999, such as Franchise, unless and until the taxable subsidiary
engages in a new line of business or acquires a substantial new asset or we
acquire, directly or indirectly, additional stock in the taxable subsidiary.
The TRS rules permit REITs to convert existing non-TRS taxable subsidiaries
into TRSs on a tax-free basis prior to January 1, 2004.

     On January 2, 2001, we acquired all of the outstanding voting stock of
Franchise and subsequently elected to treat Franchise as a TRS. We acquired
the Franchise stock for total consideration of $203 thousand, in a transaction
accounted for under the purchase method. The voting stock was acquired from
the Company's Chief Executive Officer and President in a Board approved
transaction. Accordingly, we now consolidate Franchise for accounting
purposes. With its newly effective TRS status, Franchise is now offering a
formerly "non-customary" service to our customers, the opportunity to purchase
tenant insurance, which insures their stored goods against described perils.

     In order to qualify as a REIT, each year the GP must pay out to its
shareholders at least 90% of its taxable income, other than any net capital
gain. The Act reduced the distribution requirement from 95% to 90% of the GP's
taxable income as of January 1, 2001. A REIT that complies with the federal
income tax laws governing REITs and distributes at least 90% of its taxable
income to its shareholders will not pay federal income tax on its distributed
income.

ENVIRONMENTAL MATTERS

     We generally obtain Phase 1 environmental audits on all of our facilities
from various outside environmental engineering firms. The purpose of the Phase
1 audits is to identify potential sources of contamination at these facilities
and to assess the status of environmental regulatory compliance. The Phase 1
audits include the following:

     .  historical reviews of the facilities;

     .  reviews of certain public records;

     .  preliminary investigations of the sites and surrounding properties;

     .  visual inspection for the presence of asbestos;

     .  PCBs and underground storage tanks; and

     .  the preparation and issuance of a written report.

     A Phase 1 audit does not include invasive procedures, such as soil
sampling or ground water analysis. In certain instances we obtain Phase 2
environmental audits or procedures in order to determine (using invasive
testing) whether potential sources of contamination indicated in Phase 1 audits
actually exist. While some of the self-storage facilities we have acquired
have, in the past, been the subject of environmental remediation or underground
storage tank removal, we are not aware of any contamination of facilities
requiring remediation under current law. We will not take ownership of any
acquisition facility prior to completing a satisfactory environmental review
and inspection procedure. However, no assurance can be given that the Phase 1
and 2 audits have identified or will identify all significant environmental
problems or that no additional environmental liabilities exist.

     Under various federal, state and local laws and regulations, an owner or
operator of real estate may be liable for the costs of removal or remediation
of certain hazardous or toxic substances on properties. Such laws often impose
such liability without regard to whether the owner caused or knew of the
presence of hazardous or toxic substances and whether or not the storage of
such substances

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was in violation of a tenant's lease. Furthermore, the cost of remediation or
removal of such substances may be substantial, and the presence of such
substances, or the failure to promptly remediate such substances, may adversely
affect the owner's ability to sell such real estate or to borrow using such
real estate as collateral. In connection with the ownership and operation of
our facilities, we may become liable for such costs.

     The environmental audit reports received by us have not revealed any
environmental liability that we believe would have a material adverse effect on
our business, assets or results of operations. We are not aware of any
existing conditions that currently would be considered an environmental
liability. Nevertheless, it is possible that these reports do not or will not
reveal all environmental liabilities or that there are material environmental
liabilities of which we are unaware. Moreover, no assurances can be given
concerning the following:
     .  that future laws, ordinances or regulations will not impose any material
        environmental liability;
     .  that the current environmental condition of the facilities will not be
        affected by the condition of the properties in the vicinity of the
        facilities (such as the presence of leaking underground storage tanks);
        or
     .  that tenants will not violate their leases by introducing hazardous or
        toxic substances into our facilities. We may be potentially liable as
        owner of the facility for hazardous materials stored in units in
        violation of a tenant's lease, although to date we believe we have not
        incurred any such liability.

     We believe that the facilities are in compliance in all material respects
with all applicable federal, state and local ordinances and regulations
regarding hazardous or toxic substances and other environmental matters. We
have not been notified by any governmental authority of any material
noncompliance, liability or claim relating to hazardous or toxic substances or
other environmental substances in connection with any of our present or former
properties.

ITEM 2.   PROPERTIES

     The following are definitions of terms used throughout this discussion of
our properties:
     .  "Physical Occupancy" is the total net rentable square feet rented as of
        the date divided by the total net rentable square feet available.
     .  "Economic Occupancy" is determined by dividing the expected income by
        the gross potential income.
     .  "Gross Potential Income" is the sum of all units available to rent at a
        facility multiplied by the market rental rate applicable to those units
        as of the date computed.
     .  "Expected Income" is the sum of the monthly rent being charged for the
        rented units at a facility as of the date computed.
     .  "Rent Per Square Foot" is the annualized result of dividing gross
        potential income on the date by total net rentable square feet.
     .  "Direct Property Operating Cost" means the costs incurred in the
        operation of a facility, such as utilities, real estate taxes, and
        on-site personnel. Costs incurred in the management of all facilities,
        such as accounting personnel and management level operations personnel
        are excluded.

SELF-STORAGE FACILITIES

     Our self-storage facilities offer customers fully enclosed units. The
customer furnishes his/her own lock, therefore each unit is controlled only by
that customer. The average size of a Company-owned facility is 68,400 square
feet and contains an average of 669 units. At December 31, 2001, the average
rent per square foot for our owned facilities was $12.84. The average direct
expense per square foot for a Company owned facility is $2.60. According to
"Self-Storage Almanac - 2002," the typical customer base for a self-storage
facility is 76% residential, 19% commercial, 3% students and 2% military. At
December 31, 2001, the average occupancy of the 411 facilities owned by us was
80% physical and 75% economic.

     Our self-storage facilities are located near major business and
residential areas, and generally are clearly visible and easily accessible from
major traffic arteries. Computer-controlled access gates, door alarm systems
and video cameras generally protect them. These facilities are typically
constructed of one-story masonry or tilt-up concrete walls, with an individual
roll-up door for each storage space and with removable steel interior walls to
permit reconfiguration and to protect items from damage. Sites have wide drive
aisles to accommodate most vehicles. At most of the facilities, a property
manager lives in an apartment located on site. Climate-controlled space is
offered in many facilities for storing items that are sensitive to extreme
humidity or temperature. Some of the facilities provide paved, secure storage
areas for recreational vehicles, boats and commercial vehicles. The facilities
generally contain 400 to 1,000 units varying in size from 25 to 400 square
feet. The majority of our tenants are individuals, ranging from high-income
homeowners to college students to lower income renters, who typically store
furniture, appliances and other household and personal items. Commercial users
range from sales representatives and distributors storing inventory to small
businesses that typically store equipment, records and seasonal items. The
facilities generally have a diverse tenant base of 500 to 600 tenants, with no
single tenant occupying more than two percent of the net rentable square feet
of a facility.

                                       8

<PAGE>

CAPITAL EXPENDITURES AND MAINTENANCE

     Due to the type of simple structures and durable materials used for the
facilities, property maintenance is minimal compared to other types of real
estate investments. The majority of our facilities are one story, with either
tilt-up concrete or masonry load-bearing walls, easily moved steel interior
walls, and metal roofs. Typical capital expenditures include replacing asphalt
roofs, gates, air conditioning equipment and elevators (as contrasted with
expense items such as repairing asphalt, repairing a door, pointing up masonry
walls, painting trim and facades, repairing a fence, maintaining landscaping,
and repairing damage caused by tenant vehicles). Maintenance within a storage
unit between leasing typically consists of sweeping out the unit and changing a
light bulb. Maintenance is the responsibility of the facility manager who
resides in the apartment located at most of the facilities.

MARKETS

     The following table provides summarized information regarding our owned
facilities, including stabilized and non-stabilized properties, as of December
31, 2001.

<TABLE>
<CAPTION>
                 Number of     Available     Available     Physical      Rent per      Economic
State           Properties         Units   Square Feet    Occupancy   Square Foot     Occupancy
-----------------------------------------------------------------------------------------------
<S>                   <C>        <C>        <C>               <C>          <C>            <C>
Alabama                 2            821       104,940        78.0%        $10.28         69.7%
Arizona                18         11,349     1,101,318        81.2%         10.26         76.1%
California             76         56,992     5,737,783        84.9%         13.84         77.5%
Colorado                3          1,977       223,299        76.4%         10.93         67.4%
Connecticut             7          5,139       586,934        83.1%         14.91         70.9%
Florida                31         24,994     2,305,013        80.4%         13.95         74.7%
Georgia                 6          3,737       437,808        70.3%          9.06         65.5%
Illinois                2          1,348       122,625        44.5%         15.45         42.8%
Indiana                19          8,389       981,973        74.7%          7.64         69.3%
Kansas                  1            400        47,550        76.2%          8.19         74.5%
Kentucky                5          2,685       322,803        74.4%          8.07         68.2%
Massachusetts          13          7,439       848,881        83.4%         13.23         75.7%
Maryland               18         14,018     1,319,697        76.2%         17.16         70.9%
Michigan               14          8,095       926,025        83.2%         11.16         79.0%
Missouri                2          1,090       123,105        73.3%          9.65         64.4%
North Carolina          3          1,889       197,934        71.1%          8.73         61.9%
New Jersey             18         12,477     1,219,047        82.0%         17.18         75.3%
New Mexico             10          5,021       549,214        78.4%          9.20         73.4%
Nevada                 11          6,824       758,440        84.8%          9.81         80.3%
New York               24         27,124     1,660,004        79.9%         24.66         73.4%
Ohio                   25         11,291     1,550,491        77.0%          7.91         73.0%
Oklahoma               14          7,374       891,270        82.4%          6.68         80.7%
Oregon                  3          2,119       202,665        85.5%         12.91         78.5%
Pennsylvania            9          6,645       610,618        81.9%         14.20         78.5%
Tennessee              37         20,256     2,508,062        73.0%          8.60         71.6%
Texas                  21         12,936     1,472,477        83.2%         10.43         79.9%
Utah                    2            989       136,785        82.7%          7.86         78.7%
Virginia               15         10,382     1,037,295        77.1%         17.99         70.0%
Washington              2          1,328       130,150        78.9%         13.18         74.1%
                    ---------------------------------------------------------------------------
                      411        275,128    28,114,206        80.1%        $12.84         74.5%
                    ===========================================================================
</TABLE>

ITEM 3.   LEGAL PROCEEDINGS.

     General. Actions for negligence or other tort claims occur routinely in
the ordinary course of our business, but none of these proceedings involves a
material claim for damages (in excess of applicable excess umbrella insurance
coverage). We do not anticipate that any amounts which we may be required to
pay as a result of an adverse determination of such routine legal proceedings,
individually or in the aggregate, or any other relief granted by reason
thereof, will have a material adverse effect on our financial position or
results of operation.

     Grunewald v. Storage USA, Inc. On July 22, 1999, a purported statewide
class action was filed against the GP and Partnership in the Circuit Court of
Montgomery County, Maryland, under the style Ralph Grunewald v. Storage USA,
Inc. and SUSA Partnership, L.P., case no. 201546V, seeking recovery of certain
late fees paid by tenants and an injunction against further assessment of
similar fees. The Company filed a responsive pleading on September 17, 1999,
setting out its answer and affirmative defenses. The Company believes that it
has defenses to the claims in the suit and intends to vigorously defend it.
The Plaintiff filed a Motion for Partial Summary Judgment and a Motion for
Class Certification, but before the Company was required to respond to these
motions,

                                       9

<PAGE>

the case was stayed until 30 days after the conclusion of appellate proceedings
in an unrelated case, not involving the Company, challenging the
constitutionality of a new statute passed by the Maryland legislature relating
to late fees. While an estimate of the possible loss or range of losses cannot
be currently made, we do not believe this case will have any material adverse
effect upon the Company's financial position. However, if, during any period,
the potential contingency should become probable, the results of operations in
such period could be materially affected.

     In Re Storage USA, Inc. Shareholder Litigation. Seven putative class
action lawsuits were filed on or about November 6 and 8, 2001, by alleged
shareholders of the GP in the Chancery Court of Memphis, Tennessee. An
additional suit was filed in the Chancery Court of Davidson County. On
December 14, 2001, a Consent Order was entered providing for the consolidation
of the Shelby County actions and similar actions thereafter filed, the
designation of lead plaintiffs' counsel and the filing of a Consolidated and
Amended Class Action Complaint. The Order further provides that upon transfer
of the Davidson County action to Shelby County, that action will be
consolidated with those in Shelby County.

     On December 17, 2001, lead plaintiffs' counsel filed a putative
Consolidated and Amended Class Action Complaint in the Chancery Court of Shelby
County. The defendants named in that complaint are the GP, each of the
Directors of the GP, Security Capital, Storage USA Trust and the
Partnership. The complaint alleges, among other things, that the individual
defendants have breached their fiduciary duties to shareholders by structuring
the purchase and sale agreement so as to deprive themselves of the ability to
consider certain possible competing proposals and by delegating to Security
Capital the authority to set the parameters for acceptance or rejection of any
offer of superior value for the GP, thereby depriving plaintiffs of the
true value of their investment in the GP. The complaint also alleges that
Security Capital breached fiduciary duties to other shareholders of Storage USA
and failed to treat those shareholders with entire fairness. On December 19,
2001, plaintiffs filed a Motion for Preliminary Injunction seeking, among other
things, to enjoin the proposed transactions between Security Capital and
the GP, or in the alternative, to declare certain sections of the purchase
and sale agreement between Security Capital and the GP invalid and void,
and if the transactions are consummated, to rescind them and recover
rescissionary and other damages suffered by the plaintiffs as a result of the
transactions.

     Following negotiations subsequent to the announcement of the transactions,
on January 17, 2002, the parties to the litigation entered into a memorandum of
understanding setting forth an agreement in principle with respect to the
settlement of the purported class actions. As part of the settlement, Security
Capital agreed to increase the consideration to be paid in the transactions to
the GP's shareholders from $42.00 to $42.50 per share.

     In the memorandum of understanding the parties to the litigation agreed to
use their best efforts to execute as soon as practicable final settlement
documentation as may be required in order to obtain final court approval of the
settlement, the dismissal of the actions and the release of all claims against
the defendants, in accordance with the terms of the memorandum of
understanding. In addition to court approval, consummation of the settlement
is subject to the completion by the plaintiffs of confirmatory discovery
reasonably satisfactory to plaintiffs' counsel and to consummation of the
transactions.

     The increase from $42.00 to $42.50 in the cash consideration payable to
the GP's shareholders and limited partners of the Partnership was negotiated
at arm's length in a series of discussions between representatives of
plaintiffs' counsel and counsel for Security Capital, in which a financial
expert retained by plaintiffs' counsel and representatives of Security
Capital's financial advisor also participated.

     In connection with the settlement, the parties to the purchase and sale
agreement entered into the letter agreement amending the purchase and sale
agreement to provide that all references in the purchase and sale agreement to
$42.00 will for all purposes be deemed references to $42.50. Regardless of
whether court approval of the settlement is obtained prior to consummation of
the transactions or the other conditions to the settlement are satisfied,
the GP's shareholders will receive the increased consideration if the
transactions are consummated.

     In the event that the court approves the proposed settlement in accordance
with its terms, members of the class defined in the settlement will be deemed
to have released all claims they had or may have had with respect to the
transactions and related matters as reflected in the settlement agreement and
proposed final judgment, and will accordingly be barred from asserting any such
claims in judicial proceedings. Members of the class defined in the settlement
consist of public shareholders of the GP (other than Security Capital and
its affiliates) at any time during the period from September 10, 2001 (the date
on which the GP announced that it had modified its standstill arrangement
with Security Capital to permit Security Capital to engage in discussions with
the special committee concerning Security Capital's intentions relating to its
investment in the GP) through and including the date of completion of the
transactions.

     In connection with the litigation, each of our directors and executive
officers who are parties to indemnification agreements with the GP have
submitted claims to us for reimbursement of indemnifiable expenses under such
indemnification agreements.

     Winnerman et. al. v. Storage USA, Inc. On March 12, 2002, a group of
limited partners of the Partnership owning in the aggregate 463,732 limited
partnership units filed suit in the Chancery Court of Tennessee for the
Thirtieth Judicial District at Memphis against the GP, the Partnership and
Security Capital. The plaintiffs purport to bring the action individually on
their own behalf and as a class action on behalf of all limited partners of the
Partnership and on behalf of a subclass of those limited partners who are
parties to tax deferral agreements with the Partnership. The plaintiffs seek
to enjoin the transactions on the grounds that the transactions are in
violation of the existing partnership agreement of the Partnership, of the
Tennessee Revised Uniform Limited Partnership Act and of the tax deferral
agreements. The plaintiffs allege in the complaint that they seek to prevent
the plaintiffs and other limited partners of the Partnership from being cashed
out from the Partnership without a vote and without appraisal

                                      10

<PAGE>

rights and at an unfair price and from being coerced to give up their existing
contractual rights under the existing partnership agreement and the tax deferral
agreements. The complaint purports to state causes of action against all of the
defendants for alleged breach of fiduciary duty on the grounds that the vote of
the minority limited partners is not being sought for the Transactions, the
limited partners are not being offered appraisal rights in the Transactions and
the special committee of the GP did not contain any limited partners or
representatives of the limited partners. The complaint further purports to state
causes of action against all defendants for violation of the Tennessee Revised
Uniform Limited Partnership Act by asserting that the GP's ownership of both
general and limited partnership interests amounts to a conflict of interest and
that therefore the limited partners, other than the GP, should be offered the
opportunity to vote on the Transactions. The complaint purports to state an
additional cause of action against both the GP and the operating partnership for
breach of the existing partnership agreement because the minority limited
partners are not being afforded the right to vote on the Transactions or the
proposed amendment and restatement of the operating partnership's partnership
agreement. The plaintiffs further assert that the consummation of the
Transactions will trigger adverse tax consequences for them contrary to the
provisions of their tax deferral agreements. The complaint alleges that Security
Capital was aware of the contractual relationships between the plaintiffs and
the GP and the operating partnership under the tax deferral agreements and that
Security Capital caused and aided and abetted the breaches of, and interfered
with, these contractual relationships. The relief sought in the complaint
includes preliminarily and permanently enjoining the transactions, rescinding
and setting aside the proposed transactions in the event they are consummated,
ordering the appointment of a special committee comprised of limited partners
and the plaintiff class representatives and their attorneys to insure fair
protection and adequate procedural safeguards in connection with any transaction
for the buyout of the limited partners' units of the Partnership, specifically
enforcing the existing partnership agreement and the tax deferral agreements,
and awarding compensatory damages, prejudgment interest, and attorneys' and
experts' fees and expenses. A hearing has been scheduled for June 5, 2002 with
respect to the preliminary injunction sought by the plaintiffs'. If the
plaintiffs are not successful in preliminarily and permanently enjoining the
Transactions, they may continue to seek compensatory damages.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted to a vote of the GP's shareholders during the
fourth quarter of our fiscal year ended December 31, 2001.

                                      11

<PAGE>

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

     No established public trading market exists for the Units. At March 11,
2002, there were 51 limited partners and 2,360,629 Units outstanding held by
such limited partners. During 2001, the Partnership made the following
quarterly cash distributions per Unit: $0.71 in the First Quarter; $ 0.71 in
the Second Quarter; $ 0.71 in the Third Quarter; and $ 0.71 in the Fourth
Quarter.

    There were no issuances of Units by the Partnership to persons other than
the GP during the year ended December 31, 2001. Units may be redeemed for cash,
or at the GP's option, common stock of the GP commencing one year after the
issuance of the Units, as described in the Company's partnership agreement.

                                      12

<PAGE>

ITEM 6. SELECTED FINANCIAL DATA.

     The following schedule sets forth selected financial information of SUSA
Partnership, L.P. This information should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and with the Consolidated Financial Statements and Notes thereto
in this report.

<TABLE>
<CAPTION>

For the Years Ended                                               2001          2000          1999          1998          1997
-------------------------------------------------------------------------------------------------------------------------------
(Amounts in thousands, except share and per share data)
<S>                                                        <C>           <C>           <C>           <C>           <C>
Operating revenues                                         $   295,370   $   264,443   $   251,152   $   221,714   $   160,570
Operating expenses                                             168,599       144,402       131,935       116,098        78,796
-------------------------------------------------------------------------------------------------------------------------------
Income from property operations                            $   126,771   $   120,041   $   119,217   $   105,616   $    81,774
-------------------------------------------------------------------------------------------------------------------------------
Interest expense, net                                      $   (49,085)  $   (45,237)  $   (41,297)  $   (36,579)  $   (16,028)
-------------------------------------------------------------------------------------------------------------------------------
Income before minority interest and gain on
  sale/exchange                                                 77,686        74,804        77,920        69,037        65,746
Gain/(loss) on sale/exchange of self-storage
  facilities                                                      (291)        1,175           181          (284)        2,569
Minority interest                                                  (79)          (80)          (41)          (52)         (381)
Distributions to preferred unitholders                          (5,769)       (5,769)       (5,769)         (769)            -
-------------------------------------------------------------------------------------------------------------------------------
Net income attributable to common unitholders              $    71,547   $    70,130   $    72,291   $    67,932   $    67,934
-------------------------------------------------------------------------------------------------------------------------------
Basic net income per common unit                           $      2.34   $      2.27   $      2.29   $      2.18   $      2.33
-------------------------------------------------------------------------------------------------------------------------------
Diluted net income per common unit                         $      2.31   $      2.26   $      2.28   $      2.17   $      2.31
-------------------------------------------------------------------------------------------------------------------------------
Distributions per common unit                              $      2.84   $      2.76   $      2.68   $      2.56   $      2.40
-------------------------------------------------------------------------------------------------------------------------------
Funds from operations (FFO) (1)                            $   111,894   $   106,262   $   104,828   $    96,325   $    84,148
-------------------------------------------------------------------------------------------------------------------------------
Cash flows provided by/(used in):
Operating activities                                       $   129,186   $   115,625   $   100,060   $   107,156   $    72,157
Investing activities                                           (26,519)      (43,462)      (29,660)     (345,278)     (362,888)
Financing activities                                          (104,548)      (68,817)      (71,059)      239,571       290,291
-------------------------------------------------------------------------------------------------------------------------------
As of December 31:
Total assets                                               $ 1,756,334   $ 1,766,770   $ 1,754,919   $ 1,705,627   $ 1,259,682
Total debt                                                     854,174       873,982       818,116       797,124       474,609
Partners' capital                                              690,837       691,110       736,470       736,843       651,323
-------------------------------------------------------------------------------------------------------------------------------
Units outstanding                                           30,944,492    30,438,913    31,521,025    31,469,919    30,463,425
-------------------------------------------------------------------------------------------------------------------------------

</TABLE>
/(1)/We believe funds from operations, or "FFO" should be considered in
     conjunction with net income and cash flows when evaluating our operating
     results because it provides investors an understanding of our ability to
     incur and service debt and to make capital expenditures. FFO should not be
     considered as an alternative to net income, as a measure of our financial
     performance or as an alternative to cash flows from operating activities as
     a measure of liquidity. FFO does not represent cash generated from
     operating activities in accordance with GAAP and is not necessarily
     indicative of cash available to fund cash needs. We follow the current
     National Association of Real Estate Investment Trust's (NAREIT) definition
     of FFO which, effective January 1, 2000, includes non-recurring results of
     operations except those defined as "extraordinary items" under GAAP. Since
     we have historically not added back non-recurring items to our calculation,
     we were not required to restate prior period FFO amounts. In calculating
     FFO, we add back to net income any gains or losses recognized on the sale
     of self-storage facilities and depreciation and amortization relating only
     to revenue-producing property including such depreciation from
     unconsolidated entities. Investors should be aware that items excluded from
     or added back to FFO are significant components in understanding and
     assessing our financial performance. In addition, our FFO may not be
     comparable to similarly titled measures of other REITs that calculate FFO
     differently. For example, our FFO may not be comparable to other REITs that
     may add back total depreciation and amortization.

                                      13

<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.

     The following discussion and analysis of the consolidated financial
condition and results of operations should be read together with the
Consolidated Financial Statements and Notes thereto. References to "we," "our"
or "the Company" refer to SUSA Partnership, L.P., ("the Partnership").
References to the GP refer to Storage USA, Inc., general partner and holder of
approximately 89% of the interest in the Partnership.

     The following are definitions of terms used throughout this discussion that
will be helpful in understanding our business.

..   Physical Occupancy means the total net rentable square feet rented as of
    the date (or period if indicated) divided by the total net rentable
    square feet available.
..   Scheduled Rent Per Square Foot means the average market rate per square
    foot of rentable space.
..   Net Rental Income means income from self-storage rentals less discounts.
..   Realized Rent Per Square Foot means the annualized result of dividing Net
    Rental Income by total square feet rented.
..   Direct Property Operating Cost means the costs incurred in the operation
    of a facility, such as utilities, real estate taxes, and on-site
    personnel. Costs incurred in the management of all facilities, such as
    accounting personnel and management level operations personnel are
    excluded.
..   Net Operating Income ("NOI") means total property revenues less Direct
    Property Operating Costs.
..   Annual Capitalization Rate ("Cap Rate") Yield means NOI of a facility
    divided by the total capitalized costs of the facility.
..   Funds From Operations ("FFO") means net income, computed in accordance
    with generally accepted accounting principles ("GAAP"), excluding gains
    (losses) from debt restructuring and sales of property, plus depreciation
    and amortization of revenue-producing property, and after adjustments for
    unconsolidated partnerships and joint ventures.
..   Same-Store Facilities includes all facilities that we owned for the
    entire period of both comparison periods. Development properties and
    expansions are removed from these groups to avoid skewing the results.

OVERVIEW

     SUSA Partnership, L.P. was formed by Storage USA, Inc., general partner and
holder of approximately 91% of the interest therein, to acquire, develop,
construct, franchise, and own and operate self-storage facilities throughout
the United States. The GP is a fully integrated, self-administered and
self-managed real estate investment trust. It are structured as an umbrella
partnership real estate investment trust, commonly referred to as an "UPREIT,"
in which substantially all of our business is conducted through the
Partnership. We are one of the largest owners and operators of self-storage
space in the United States. As of December 31, 2001, we owned, managed and
franchised 558 self-storage facilities containing approximately 37.9 million
square feet located in 33 states and the District of Columbia.

     In 1996, we formed Storage USA Franchise Corp ("Franchise"), a Tennessee
corporation. From the initial inception of Franchise until December 31, 2000,
we owned 100% of its non-voting common stock, and accounted for Franchise under
the equity method. We included its 97.5% share of the profit or loss in Service
and Other Income as part of income from equity investments, and its share of
the net assets of Franchise in Other Assets. On January 2, 2001, we acquired
all of the outstanding voting stock of Franchise for total consideration of
$203 thousand. The stock was acquired from our Chief Executive Officer and
President in a Board approved transaction. Accordingly, we now consolidate
Franchise for accounting purposes.

     In December of 2001, we entered into a definitive purchase and sale
agreement with Security Capital Group Incorporated ("Security Capital"), which,
as amended, provides for a series of transactions in which all of the holders of
the GP's common stock will be entitled to receive $42.50 per share in cash in
exchange for the cancellation of their shares, and all holders of limited
partnership interests in the Partnership will be entitled to receive, at their
option, $42.50 per limited partnership unit. Unitholders will be permitted to
elect, under the conditions and limitations relating to such an election as
provided in the purchase and sale agreement, to continue as limited partners in
the surviving partnership. Consummation of the transactions contemplated by the
purchase and sale agreement is subject to approval by the GP's shareholders, and
if completed, is expected to close in spring 2002. On December 14, 2001,
Security Capital announced it had entered into a definitive agreement to be
acquired by GE Capital Real Estate. GE Capital Real Estate's acquisition of
Security Capital is subject to the approval of Security Capital's shareholders.
For more information regarding the series of events surrounding the GP's
potential acquisition by Security Capital, please refer to Note 17, Activities
of the Special Committee of the Board of Directors from the Notes to the
Consolidated Financial Statements.

Internal Growth

     During 2001, we continued to pursue our internal growth strategy of
aggressively marketing available space, renewing existing leases at higher
rents per square foot, controlling expense growth and leveraging off of
technology to improve our operating results. Consistent with our past focus on
technology, we are currently in the process of testing our new, internally
developed property management system, PropertyMax. We have invested
approximately $3 million into the software, which we anticipate having fully

                                      14

<PAGE>

functional throughout our system by the end of 2002. We believe that our
internal growth can best be evaluated by examining the "year over year" results
of our same-store facilities, which showed revenue growth of 6.2%, expense
growth of 6.7% and overall NOI growth of 6.0% for the year.

     The following table details selected same-store statistics comparing 2001
results to 2000 results at the end of each quarter:

<TABLE>
<CAPTION>

                                                                   Scheduled     Scheduled
               Number of   Same-store   Same-store   Same-store     Rent Per      Rent Per   % Increase    Physical   Physical
Quarter/Year  Same-store      Revenue      Expense        NOI %  Square Foot   Square Foot  in Rent Per   Occupancy  Occupancy
Ended         Facilities       Growth       Growth       Growth         2001          2000  Square Foot        2001       2000
-------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>         <C>          <C>          <C>        <C>          <C>             <C>          <C>         <C>
March 31             362         8.6%         6.9%         9.4%       $12.46       $11.92          4.5%         84%         83%
June 30              364         7.5%         9.0%         7.0%       $12.73       $11.96          6.4%         85%         85%
September 30         372         5.7%         7.3%         5.0%       $12.71       $12.09          5.1%         86%         86%
December 31          368         3.8%         4.9%         3.4%       $12.63       $12.18          3.7%         83%         84%
Year: 2001           347         6.2%         6.7%         6.0%       $12.65       $12.04          5.1%         85%         85%
</TABLE>

     Expense growth in 2001 was 6.7%. Repairs and maintenance expenses grew
16.3% from 2000 to 2001 due to increased first quarter snow removal costs and
the timing of major maintenance projects. Utilities showed an increase of 11.9%
in 2001 primarily due to increased gas and electric rates throughout all
markets. First quarter expense was also higher due to a colder winter in 2001
than in 2000, and corresponding increased energy usage. Insurance costs
increased 39.2% in 2001 due to significant increases in premiums for health,
property, liability and workers' compensation coverages. Taxes also grew from
2000 to 2001, a 4.0% increase chiefly due to tax assessment increases in a
number of our markets.

<TABLE>
<CAPTION>
                             2001        2000      % Change
                           --------------------------------
                                    (in thousands)
<S>                        <C>          <C>            <C>
Revenues                   $241,055     $227,009        6.2%

Expenses
Repairs and maintenance       5,142        4,423       16.3%
Utilities and trash           6,638        5,930       11.9%
Insurance                     2,017        1,449       39.2%
Taxes                        19,152       18,423        4.0%
All other                    37,094       35,390        4.8%
                           ---------------------------------
Total Expenses               70,043       65,615        6.7%
                           ---------------------------------

Net Operating Income       $171,012     $161,394        6.0%
                           =================================
</TABLE>

     The following table details selected same-store statistics comparing 2000
results to 1999 results at the end of each quarter. We initiated a change in
our late fee policy in 2000, which significantly reduced late fee income for
the year. Therefore, for comparison purposes, we are excluding the impact of
late fees from same-store revenue growth and same-store NOI growth for both
periods.

<TABLE>
<CAPTION>

                                                                     Scheduled     Scheduled
                Number of   Same-store   Same-store   Same-store      Rent Per      Rent Per  % Increase     Physical    Physical
Quarter/Year   Same-store      Revenue      Expense        NOI %   Square Foot   Square Foot  in Rent Per   Occupancy   Occupancy
Ended          Facilities      Growth*       Growth      Growth*          2000          1999  Square Foot        2000        1999
---------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>         <C>          <C>          <C>         <C>           <C>            <C>          <C>        <C>
March 31              329         4.6%         1.0%         6.2%        $11.87        $11.24         5.6%         84%         86%
June 30               330         5.5%         3.3%         6.5%        $11.82        $11.28         4.8%         86%         87%
September 30          345         6.4%         6.2%         6.5%        $12.06        $11.41         5.7%         87%         88%
December 31           355         6.9%         6.2%         7.2%        $12.21        $11.72         4.2%         85%         86%
Year: 2000            326         5.7%         4.4%         6.3%        $11.97        $11.39         5.1%         86%         86%

</TABLE>

* excludes late fees

                                      15

<PAGE>

     The following table displays the same-store results for fiscal year 2001
for our 10 largest same-store markets as measured by NOI. Same-store properties
for fiscal year 2001 include all properties that we have owned since January 1,
2000.

<TABLE>
<CAPTION>

                  Number of  % of Total  Same-store  Same-store  Same-store   % Change in      % Change in  % Change in    Physical
                 Same-store  Same-store     Revenue     Expense       NOI %    Net Rental  Actual Rent Per     Occupied   Occupancy
Market *         Facilities         NOI      Growth      Growth      Growth        Income      Square Foot  Square Feet        2001
-----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>      <C>           <C>        <C>        <C>             <C>              <C>        <C>          <C>
S. California/
   Los Angeles           46       18.3%        8.5%        4.8%        9.7%          8.2%             9.3%       (1.1%)       88.8%
New York/North
   New Jersey            28       16.3%        6.2%        8.0%        5.5%          6.5%             8.2%       (1.5%)       86.6%
Baltimore/
   Washington            21        9.8%        7.1%        9.5%        6.3%          7.7%             8.3%       (0.6%)       89.9%
S. Florida               15        6.3%        7.8%        6.4%        8.4%          6.7%             4.8%         1.8%       82.2%
Texas/Dallas             12        3.3%        6.0%        8.5%        4.8%          5.9%             6.8%       (0.9%)       86.5%
Pennsylvania/
   Philadelphia          13        3.2%        5.7%       10.1%        3.7%          5.0%             6.7%       (1.5%)       87.0%
N. California/
   San Francisco          9        3.2%        3.5%        9.3%        2.0%          2.0%             6.6%       (4.3%)       84.1%
Arizona/Phoenix          15        2.9%        3.4%        8.8%        0.9%          1.4%             1.5%       (0.1%)       80.7%
Michigan/
   Detroit-Flint         11        2.9%        4.0%        6.9%        2.7%          3.9%             7.8%       (3.6%)       87.3%
Tennessee/Memphis        20        2.7%        1.5%        8.0%       (2.7%)         2.1%             4.3%       (2.1%)       77.8%
All same-store
   facilities           347      100.0%        6.2%        6.7%        6.0%          5.7%             6.8%       (0.8%)       84.6%

</TABLE>

* These ten markets constitute 68.8% of the total same-store NOI.

External Growth

     Our 2001 external growth strategy continued to focus on a combination of
wholly owned and joint venture activity to facilitate the acquisition of
existing facilities and the development of new properties.

     Wholly Owned

     Within the Company, we acquired two facilities in 2001 at a total cost of
approximately $9 million. Both facilities acquired were formerly franchised
properties and were located in St. Louis, Missouri, and Richmond, Virginia.

     The following table summarizes the number of facilities acquired in 2001,
2000 and 1999, the cost, available square feet and the weighted average cost of
acquisitions.

<TABLE>
<CAPTION>

                  Number of               Available    Weighted
Year Acquired     Facilities  Total Cost  Square Feet  Average Cost
-------------------------------------------------------------------
                  (in thousands, except for number of facilities)
<S>               <C>         <C>         <C>          <C>
2001               2          $  9,300      131       $  4,000
2000               5          $ 25,000      321       $ 12,000
1999              16          $ 91,000    1,168       $ 36,000
-------------------------------------------------------------------

</TABLE>

     We calculate weighted average cost based on the duration of time for which
the acquired facilities were owned during the year. The weighted average cost
reflects the dollar amount of acquisitions that will impact our net income
during the year of acquisition.

     Our development and expansion efforts resulted in our opening four new
facilities and completing expansion projects at eleven facilities within the
Company during the year. Investments in development and expansion projects
totaled $46.9 million during the year. The following table summarizes the number
of newly developed properties opened in 2001, 2000 and 1999, available square
feet and cost.

                         Number of    Available      Development
Year Placed in Service  Facilities   Square feet        Cost
-----------------------------------------------------------------
                                    (in thousands)  (in thousands)
2001                        4            350           $ 29,338
2000                        4            234           $ 19,136
1999                        8            619           $ 36,467

                                      16

<PAGE>

     We plan to continue the development of ten properties within the Company.
The following tables summarize the details of those ten projects.

<TABLE>
<CAPTION>
                                                            Expected Investment
                                  Number of                 --------------------   Invested    Remaining
                                  Properties  Square Feet    Total   Per Foot       to Date    Investment
                                  -----------------------------------------------------------------------
                                            (in thousands, except facility and per square foot figures)
<S>                                <C>         <C>           <C>        <C>           <C>         <C>
Developments under construction     3          280           $25,640    $91.57        $22,479     $ 3,161
Developments in planning/design     7          602           $52,481    $87.18        $   825     $51,656
                                  -----------------------------------------------------------------------
  Total development in process     10          882           $78,121    $88.57        $23,304     $54,817
                                  =======================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                             Expected to be placed in service
                                 ----------------------------------------------------------------------
                                 1st Qtr 02   2nd Qtr 02     3rd Qtr 02  4th Qtr 02  Thereafter   Total
                                 ----------------------------------------------------------------------
                                                          (amounts in thousands)
<S>                                <C>         <C>           <C>          <C>       <C>         <C>
Development properties             $21,288     $  -          $ 4,352      $ 5,000   $ 47,481    $ 78,121
</TABLE>

     Most of the development projects currently underway fall within our larger,
established markets, including the New York, Baltimore/Washington D.C. and
Philadelphia metro areas.

     To take advantage of areas where we operate and demand continues to exceed
the current supply, we actively review our portfolio for expansion
opportunities. The following table supplies information about the expansions
completed in 2001, 2000 and 1999.

<TABLE>
<CAPTION>
                                     Average           Available
                         Number of  % Increase in     Square feet       Expansion
Year Placed in Service  Facilities   Square Feet    After Expansion       Cost
---------------------------------------------------------------------------------
                                                 (in thousands)    (in thousands)
<S>                     <C>           <C>              <C>           <C>
2001                     11           33%              940          $ 17,544
2000                      7           35%              603          $  8,655
1999                     14           40%              964          $ 15,696
</TABLE>

     The expansions in process and the anticipated timing of opening those
expansions are shown in the below two tables.

<TABLE>
<CAPTION>
                                                            Expected Investment
                                  Number of                 --------------------   Invested    Remaining
                                  Properties  Square Feet    Total      Per Foot    to Date    Investment
                                  -----------------------------------------------------------------------
                                       (in thousands, except facility and per square foot figures)
<S>                                <C>          <C>            <C>          <C>         <C>       <C>
Expansions under construction      5            145            $12,072      $83.26      $7,174    $ 4,898
Expansions in planning/process     4            89             $ 6,483      $72.84      $1,187    $ 5,296
                                  -----------------------------------------------------------------------
  Total expansions in process      9            234            $18,555      $79.29      $8,361    $10,194
                                  =======================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                             Expected to be placed in service
                                  ----------------------------------------------------------------------
                                 1st Qtr 02   2nd Qtr 02     3rd Qtr 02  4th Qtr 02  Thereafter   Total
                                  ----------------------------------------------------------------------
<S>                                <C>         <C>           <C>          <C>       <C>         <C>
                                                          (amounts in thousands)
Expansions facilities              $ 2,039     $ 10,202      $ -          $ 3,915   $ 2,399     $ 18,555
</TABLE>

     Joint Ventures

     During the fourth quarter of 1999, we formed two joint ventures with
General Electric Capital Corporation ("GE Capital"), the GE Capital Development
Venture and GE Capital Acquisition Venture (the "GE Capital Ventures"),
providing a total investment capacity of $400 million for acquisitions and
development of self-storage properties. We transferred nine projects in various
stages of development into the GE Capital Development Venture during the first
quarter of 2000. These projects had a total projected cost of $53.0 million,
$26.0 million of which represented our total costs as of March 31, 2000. We
received $19.9 million in cash, and recorded an investment in the venture of
$6.5 million, representing a 25% interest. As of December 31, 2001, the GE
Development Venture had invested $49.2 million, of which $8.7 million was
funded through advances and investments by the Company. Eight properties are
open and operating and one property remains in design and construction. The GE
Acquisition Venture purchased eight additional properties in 2001, bringing the
total number of properties within that venture to fourteen as of December 31,
2001. The

                                      17

<PAGE>

Acquisition Venture had invested $85.8 million as of December 31, 2001, of
which $10.5 million was funded through advances and investments by Storage USA.

Financing

     On September 17, 2001, we amended our revolving line of credit with a
group of commercial banks.  Under the credit agreement, we can borrow up to
$225 million at a spread over LIBOR of 115 basis points.  The amended line of
credit will mature on September 17, 2004 and includes a one-year extension
option.  On October 16, 2001, we amended our $40 million line of credit with a
commercial bank.  The amended line bears interest at 125 basis points over
LIBOR, matures on July 31, 2002, and is renewable at that time. Additionally,
in December of 2000, Franchise closed on a $10 million unsecured line of credit
with a commercial bank, which bears interest at 125 basis points over LIBOR,
and was amended to mature on December 29, 2002, with an option to renew at that
time.

RESULTS OF OPERATIONS

     The following table reflects selected income and expense categories, for
the years ended 2001, 2000 and 1999, based on a percentage of total revenues,
and is referred to in the discussion that follows:

<TABLE>
<CAPTION>
                                                               2001    2000    1999
                                                             -----------------------
<S>                                                           <C>     <C>     <C>
Revenues
  Rental and other property income                             95.5%   97.8%   98.4%
  Service and other income                                      4.5%    2.2%    1.6%
                                                             ------------------------
  Total income                                                100.0%  100.0%  100.0%
Expenses
  Property operations and maintenance                          24.5%   24.5%   23.8%
  Taxes                                                         7.9%    8.3%    8.4%
  Costs of providing services                                   2.7%    1.7%    0.7%
  General and administrative                                    6.9%    5.2%    5.6%
  Legal and other fees associated with the activites of the
    Special Committee of the Board of Directors                 1.0%       -       -
</TABLE>

     Rental and other property income consists of rental income plus other
income from property specific activities (sale of locks and packaging material,
truck rentals and ground rents for cellular telephone antenna towers and
billboards). A summary of these amounts follows:

                                        For the years ended December 31,
                                   -----------------------------------------
                                       2001          2000          1999
                                   -----------------------------------------
                                                (in thousands)
Rental Income                       $   277,210   $   254,375   $   243,185
Other Property Specific Income            4,855         4,183         4,057
                                   -----------------------------------------
Rental and Other Property Income    $   282,065   $   258,558   $   247,242
                                   =========================================

     Rental and other property income increased $23.5 million, or 9.1%, in
fiscal year 2001 and $11.3 million, or 4.6%, in fiscal year 2000.  The primary
contributors to the increase in rental and other property income are summarized
in the following table.

Rental and Other Property Income Growth     2001          2000
                                        ----------------------------
                                             (in thousands)
Same-store facilities                    $   14,045     $     5,887
Preceding year acquisitions                   1,136           6,979
Preceding year developments                   1,720           2,933
Current year acquisitions                       276           1,697
Current year developments                       469             581
Dispositions                                  (274)        (10,917)
Consolidation of Franchise Corp.              1,554               -
Other                                         4,581           4,162
                                        ----------------------------
                                         $   23,507     $    11,322
                                        ============================

                                      18

<PAGE>

     The majority of the rental income growth is attributable to same-store
facilities.  Most of this same-store revenue growth for 2001 was provided by an
approximate 6.8% increase in Realized Rent per Square Foot, from $10.96 per
square foot in 2000 to $11.71 in 2001.  Physical occupancy during this period
remained constant at approximately 85%.  We expect same-store revenue growth to
moderate from levels experienced in 2001.  For 2000, a Realized Rent per Square
Foot increase of 6.5%, from $10.24 to $10.91, contributed to the bulk of
same-store rental income growth, with occupancy again remaining constant, at
86%, between 2000 and 1999.  Preceding year acquisition and development
properties contributed a combined $2.9 million to 2001 growth.  In both cases,
there is a full twelve months of rental and other property income in 2001,
compared to partial periods in 2000, depending upon timing.  In the case of
current year acquisitions ($276 thousand growth) and current year developed
properties ($469 thousand growth), there is 2001 rental and other property
income with no corresponding amount in 2000, for the two 2001 acquisitions and
four developments.  Another $4.6 million in 2001 growth was attributable to
occupancy increases at our facilities currently in lease-up (including
expansions and pre-2000 developments).  Finally, growth was further increased,
by $1.6 million, by the consolidation of Franchise commencing January 1, 2001.
For properties held jointly with Franchise, only Storage USA's portion of
revenues and expenses was recorded in prior years, compared to total revenue
and expenses recorded in 2001.

     Service and other income consists of revenue derived from providing
services to third parties and related unconsolidated joint ventures plus our
proportionate share of the net income of our equity investments and gains from
the liquidation of Franchise's equity participations.  The services we provide
include the management of self-storage facilities, general contracting,
development and acquisition services provided to the GE Capital Ventures, and
various services provided by Franchise.  We are reimbursed a fixed percentage
of facility revenues for providing management services to third parties and
related unconsolidated joint ventures.  With the January 1, 2001 implementation
of the REIT provisions of the Ticket to Work and Work Incentives Improvement
Act of 1999 (the "Act"), taxable REIT subsidiaries gained the ability to
provide "non-customary" services to tenants.  Accordingly, commencing in 2001,
one of the services being provided by Franchise to our customers is direct
access to tenant insurance, which insures their stored goods against described
perils.  With the consolidation of Franchise, tenant insurance income plus
royalty fees from franchisees are included in Franchise services income in
2001.  Below is a summary of service and other income:

                                             For the years ended December 31,
                                            ---------------------------------
                                               2001       2000      1999
                                            ---------------------------------
                                                     (in thousands)
Management fees                              $  3,967  $  2,904   $  2,055
Acquisition, development and
 general contractor fees                          806     1,884          -
Franchise services income                       4,267         -          -
Income from equity investments and other        4,265     1,097      1,855
                                            ---------------------------------
Total service and other income:              $ 13,305  $  5,885   $  3,910
                                            =================================

     Service and other income increased by $7.4 million from 2000 to 2001, and
grew as a percentage of total income from 2.2% to 4.5%.  The bulk of this
increase was due to the consolidation of Franchise.  In addition, we had $2.5
million in tenant insurance and $1.7 million in franchise royalty fees in 2001,
compared to no activity in the prior year.  Additionally, 2001 income from
equity investments and other includes $3.9 million from Franchise's sale of
equity interests in four franchisee properties.  Management fees increased $849
thousand from 1999 to 2000, and another $1.1 million from 2000 to 2001.  This
was due to an increased number of managed and franchised properties.  There
were 147 such properties at December 31, 2001, compared to 124 at the
conclusion of the prior year, and 102 in 1999.  Acquisition, development and
general contractor fees decreased $1.1 million from 2000 to 2001, as eight of
the nine projects contributed to the GE Capital Development Venture were
completed and opened.  There were none of these fees in 1999, as the GE Capital
Acquisition and Development Ventures were not formed until the fourth quarter
of 1999, and had no activity until 2000.

     As a percentage of revenues, cost of property operations and maintenance
increased from 23.8% in 1999 to 24.5% in 2000, and remained constant at 24.5%
in 2001.  Actual expenses rose $5.1 million, or 8.5% in 2000, and $7.3 million,
or 11.3% in 2001.

     In percentage change, insurance expense recorded the most significant
increases in both years' expense growth.  Health insurance grew due to both
increased claims and participants, 30% from 1999 to 2000, and 20% from 2000 to
2001.  This reflects what we believe is a national trend.  We feel this trend
will continue into 2002, where we have budgeted a considerable increase.
Property and liability insurance, too, was on the rise in both years.  Our July
1, 2000 renewal of this coverage produced a 52% premium increase; our July 2001
renewal yielded another 60% increase.  We anticipate a like increase in 2002,
although we are attempting to mitigate costs by opting for higher deductibles.
Premiums for workers' compensation insurance have grown significantly in the
past two years, and we are projecting further growth in 2002 -- approximately
25%.

     In absolute dollar growth, salary expense rose the greatest with $2.8
million growth in 2001 over 2000. This reflects our desire to attract and
retain the highest caliber employees consistent with our focus on being the
premier storage provider in the market.

                                      19

<PAGE>

Increases in incentives and bonuses for our facility managers were another
factor in 2001's expense growth.  We achieved outstanding revenue growth in
2001, particularly in the first half of the year, and our managers benefited
from their role in this growth.

     Utility expenses increased significantly from 2000 to 2001 due to severe
weather conditions in a number of markets during the first quarter, plus
escalating energy costs throughout all markets.  The initial harsh winter
months also produced a large increase in snow removal expense. Our past trend
has been for the cost of property operations as a percentage of revenues to
decrease over time due to same-store facility revenue growth outpacing expense
growth.  Growth noted above in uncontrollable expenses such as insurance and
energy costs has stalled this trend in 2000 and 2001, however.

     Tax expense as a percentage of revenues was 7.9% in 2001, 8.3% in 2000 and
8.4% in 1999. Tax expense as a percentage of revenues trends down as a result
of revenue growth outpacing tax expense growth.  This trend has been in
evidence in the last two years.

     Costs of providing services increased $3.6 million from 2000 to 2001, and
increased as a percentage of revenues from 1.7% to 2.7%.  These costs increased
$2.8 million from 1999 to 2000, and increased as a percentage of revenues from
0.7% to 1.7%.  $1.7 million of the 2001 increase was attributable to expenses
associated with the tenant insurance program.  Recognition of this expense
commenced in January 2001 with the consolidation of Franchise, so there was no
comparable expense in 2000.  The costs of providing management services also
increased, $1.3 million, as 23 more managed/franchised properties were added to
the Storage USA system between December 31 of 2000 and 2001.

     General and administrative expenses ("G&A") as a percentage of revenues
decreased from 5.6% in 1999 to 5.2% in 2000, and then increased to 6.9% in
2001.  Actual expenses decreased $453 thousand from 1999 to 2000, or 3.2%, but
increased $6.6 million, or 48.1% from 2000 to 2001.  The largest contributor to
2001 G&A growth was the inclusion of Franchise G&A of $3.1 million, as the
accounting treatment for Franchise changed from the equity method to
consolidation in January 2001.  Corporate rent expense was another factor, as
we relocated our Memphis, TN corporate offices in October 2000, and recorded a
full year of increased occupancy costs in 2001 versus three months in 2000.
Health insurance was a factor here, too, as it was in the increase in 2001 cost
of property operations and maintenance.  A like percentage growth in health
insurance was recorded in G&A, related to corporate staff.  Corporate bonuses
and other personnel costs also increased from 2000 to 2001.  This was due to
increased management bonuses, as more of our company goals were realized in
2001, as well as increased accruals for the Shareholder Value Plan and
Restricted Share Unit Awards.

     Expenses related to the activities of the Special Committee of the Board
of Directors, including legal and accounting fees, investment banking services
and other charges, totaled $3.0 million for 2001.  As the Special Committee was
formed in September 2001, there are no corresponding prior year expenses.
Further details regarding the activities of the Special Committee of the Board
of Directors are included in Note 17 to the Consolidated Financial Statements.

     The increase in depreciation and amortization expense by $2.2 million in
2001 and $4.3 million in 2000 primarily reflects our acquisition of
approximately $57 million of depreciable assets in 2001, and $86 million in
2000.  $29.3 million of the 2001 increase in depreciable assets is due to four
development properties being placed in service during the course of the year.

     Interest income and expense are netted together and the breakout of income
and expense is as follows:

                              For the years ended December 31,
                          -------------------------------------------
                             2001           2000            1999
                          -------------------------------------------
                                        (in thousands)
Interest income           $    9,739     $    13,413      $    13,078
Interest expense            (58,824)        (58,650)         (54,375)
                          -------------------------------------------
 Net interest expense     $ (49,085)     $  (45,237)      $  (41,297)
                          ===========================================

     Interest expense increased $174 thousand, or 0.3%, from 2000 to 2001, and
increased $4.3 million, or 7.9% from 1999 to 2000.  These interest expense
increases were primarily from the sources listed in the table below and were
offset by capitalized interest of $3.7 million in 2001, $5.0 million in 2000
and $4.4 million in 1999.

<TABLE>
<CAPTION>
                                           2001                           2000                         1999
                                 ----------------------------------------------------------------------------------------
                                  Weighted      Weighted          Weighted       Weighted       Weighted    Weighted
                                   Average       Average          Average         Average        Average     Average
Debt                              Borrowing   Interest Rate      Borrowing     Interest Rate    Borrowing   Interest Rate
-------------------------------------------------------------------------------------------------------------------------
                                                                    (in thousands)
<S>                              <C>              <C>          <C>               <C>          <C>             <C>
Notes payable                    $  600,000       7.37%        $  600,000        7.37%        $  600,000      7.37%
Lines of credit                     167,593       5.42%           156,093        7.68%            93,122      6.39%
Mortgages payable                    65,607       7.50%            68,567        7.50%            72,968      7.50%
Leases & other borrowings            36,664       7.50%            41,700        7.50%            45,898      7.50%
</TABLE>

                                      20

<PAGE>

     Interest income decreased by $3.7 million, or 27.4%, in 2001, compared to
a $335 thousand increase, or 2.6%, in 2000.  The overall decreases in advances
to franchisees and the decline of interest rates on those loans, reflecting the
change in the prime rate during 2001, were the primary causes of the reduction
in interest income from 2000 to 2001.  On December 31, 2000, advances to
franchisees totaled $113.3 million, compared to $98.6 million on December 31,
2001.

     Gains/(losses) on the sale/exchange of storage facilities of ($291)
thousand in 2001, $1.2 million in 2000, and $181 thousand in 1999 represent
gains/(losses) on the disposition of our investments in storage facilities that
were exchanged for cash and other self-storage facilities.  The 2001 loss
relates entirely to the sale of four self-storage facilities located in North
Carolina.  The $1.2 million gain in 2000 was comprised of the following: $414
thousand from the sale of two Columbus, Indiana storage facilities; $295
thousand from the sale of a non-operating development project in White Marsh,
Maryland to a franchisee; and $268 thousand from the sale of an operating
facility in Queens, New York.  The remaining $198 thousand relates to
adjustments from the resolution of contingencies on prior period acquisitions.
In 1999 we sold 40 properties, including 32 in a joint venture with Fidelity
Management Trust Company (the "Fidelity Venture"), as described in Note 4 to
the Consolidated Financial Statements.  The closing of the Fidelity Venture
resulted in a realized gain of $37.1 million, which is being deferred until
such time as we dispose of interests in the Fidelity Venture.  The diverse
group of properties involved in 1999 dispositions encompassed 20 states and the
District of Columbia.

     Minority interest expense as a percentage of revenues approximates well
less than 1%, and has shown minimal fluctuation in recent years: an $39
thousand increase from 1999 to 2000; and a $1 thousand decrease from 2000 to
2001.  Distributions to preferred unitholders remained constant at
approximately $5.8 million for 1999, 2000 and 2001, as there were no further
issuances of Preferred Partnership Units.

LIQUIDITY AND CAPITAL RESOURCES

     Cash provided by operating activities was $129.2 million in 2001 as
compared to $115.6 million in 2000 and $99.6 million in 1999. These increases
are primarily a result of the significant expansion of our property portfolio,
including our owned properties and our franchised and joint venture properties,
as well as internal growth generated by our existing properties.  The items
affecting the operating cash flows are discussed more fully in the "Results of
Operations" section.

     During fiscal year 2001, we received $8.5 million in proceeds from the
disposition of four self-storage facilities located in North Carolina.  During
2000, we received $21.7 million in proceeds, $19.9 million of which reflected
our transfer of nine development projects to the GE Capital Development Venture
during the first quarter of 2000.  In 2000, we also received $1.8 million for
the sale of three operating properties, two land parcels and a development
facility still under construction.  One of the operating properties was sold to
the GE Acquisition Venture in which consideration included a note receivable
for $7.1 million.  The sale of the development facility also included a note
receivable, of $2.2 million.  Of the $144.9 million in proceeds from
dispositions in 1999, $131.0 related to the 32 properties transferred to the
Fidelity Venture.  $95.3 million of the $109.5 million invested in acquisitions
and improvements in 1999 also pertained to the Fidelity Venture, as proceeds
from the initial transfer were redeployed in tax-free exchanges for additional
properties and development land parcels.

     We invested cash totaling $21.3 million in 2001 in the acquisition and
improvement of self-storage facilities compared to $30.1 million during 2000
and $109.5 million during 1999.  $9.3 million of the $21.3 million invested in
2001 represents our investment in two acquired facilities.  The remaining $12.0
million reflects improvements to existing self-storage facilities and our
corporate offices, as well as $3.0 million in development costs relating to
PropertyMax, our new facility management software.  We invested cash of $38.8
million in 2001, $37.9 million in 2000, and $71.5 million in 1999 for land held
for development and construction of self-storage facilities. We also used cash
of $11.3 million in 2001, $10.5 million in 2000 and $40.4 million in 1999 for
advances and investments in real estate.  In 2001, the total of $11.3 million
consisted of $5.3 million in financing to franchisees of Franchise, and $6.0
million in equity contributions to the GE Capital Ventures.  In 2000, $5.9 of
the $10.5 million represented advances to franchisees, and $4.6 million
represented equity contributions to the GE Capital Ventures.  In 1999, $38.3 of
the $40.4 million represented advances to franchisees, and $2.1 million
represented equity contributions to the GE Capital joint ventures. During 2001,
we received proceeds from the liquidation and distributions from advances and
investments in real estate of $31.1 million.  We received $20.0 million in cash
from certain franchisees, as six repaid their loans during the period, $8.0
million from the GE Capital Acquisition Venture ($7.2 million for full payment
of a loan and $763 thousand in refinance proceeds from a single acquisition
property), and $3.1 million in distributions from other joint ventures.
Proceeds from liquidations and distributions totaled $11.3 million in 2000, and
$41.9 million in 1999.

     There were ten development properties in process with $23.3 million
invested at December 31, 2001.  The total budget for these projects is $78.1
million, with $54.8 million remaining to be invested.  In addition to these
development projects, we have nine expansions of existing facilities in process
with a total of $8.4 million invested at December 31, 2001.  These projects
have a total budget of $18.6 million and will require an additional $10.2
million investment.  We have $1.2 million of loan commitments to franchisees as
of December 31, 2001.  Additionally, we expect to invest up to $2 million
during 2002 as part of our required equity contributions to the GE Capital
Joint Ventures.

                                      21

<PAGE>

     As noted above, we sometimes acquire facilities in exchange for Units.
Sellers taking Units instead of cash are able to defer recognizing a taxable
gain on the sale of their facilities until they sell or redeem their Units. At
December 31, 2001, there were 2.7 million Units outstanding.  These Units are
redeemable, at the option of the Limited Partners, beginning on the first
anniversary of their issue, for amounts equal to the then fair market value of
their Units ($112.2 million redeemable at December 31, 2001, based upon a price
per Unit of $42.10 at December 31, 2001) payable by the Company in cash or, at
the GP's option, in shares of the GP's common stock at the exchange ratio of one
share for each Unit.

     We anticipate that the source of funds for any cash redemption of Units
will be retained cash flow or proceeds from the future sale of our securities
or other indebtedness. We have agreed to register any shares of the GP's common
stock issued upon redemption of Units under the Securities Act of 1933.

     Between November 1996 and July 1998, the Partnership issued $600 million
of notes payable. The notes are unsecured obligations of the Partnership, and
may be redeemed at any time at the option of the Partnership, subject to a
premium payment and other terms and conditions. The combined notes carry a
weighted average interest rate of 7.37% and were issued at a price to yield a
weighted average of 7.42%. The initial terms of the notes are staggered between
seven and thirty years, maturing between 2003 and 2027.

     In December of 1999, the GP announced a Board authorized plan to
repurchase up to 5% of its common shares outstanding through open market and
private purchases. During 1999, the GP repurchased 250,000 shares of common
stock at a total cost of $7.2 million.  In 2000, the GP completed the plan by
buying back an additional 1.2 million shares at a total cost of $34.9 million.
In all, 1.4 million shares were repurchased at a total cost of $42.1 million,
representing an average price of approximately $30 per share.

     We initially fund our capital requirements primarily through the available
lines of credit with the intention of refinancing these with long-term capital
in the form of equity and debt securities when we determine that market
conditions are favorable. Our lines of credit bear interest at various spreads
over LIBOR. We had net repayments of $19.4 million in 2001, and net borrowings
of $62.8 million in 2000 and $34.7 million in 1999. On September 17, 2001, we
amended our revolving line of credit with a group of commercial banks. Under the
credit agreement, we can borrow up to $225 million at 115 basis points over
LIBOR. The amended line of credit will mature on September 17, 2004 and includes
a one-year extension option. On October 16, 2001, we amended our $40 million
line of credit with a commercial bank. The amended line bears interest at 125
basis points over LIBOR, matures on July 31, 2002, and is renewable at that
time. Additionally, in December of 2000, Franchise closed on a $10 million
unsecured line of credit with a commercial bank, which bears interest at 125
basis points over LIBOR, matures on December 29, 2002 and is renewable at that
time. As of December 31, 2001, $158.9 million is outstanding in the aggregate
under these lines. As of December 31, 2001, we, along with the GP, can issue
under currently effective shelf registration statements up to $650 million of
common stock, preferred stock, depositary shares and warrants and can also issue
$250 million of unsecured, non-convertible senior debt securities of the
Partnership.

     The various debt in place within the Fidelity and GE Capital joint ventures
is all non-recourse to the joint venture partners.

     Our overall debt policy, which is subject to change at the discretion of
our Board of Directors, is to limit total indebtedness to the lesser of 50% of
total assets at cost or that amount which will sustain a minimum debt service
ratio of 2.5:1.  As of December 31, 2001, we were in compliance with this
policy, as total indebtedness represented approximately 44% of total assets at
cost, and the debt service ratio was approximately 2.8:1.

     We paid approximately $76.8 million in distributions to the GP in 2001
compared to $75.5 million in 2000 and $73.9 million in 1999.  This growth is
due to increases in our distribution rate, which mirrors the GP's dividend
rate.  The distribution rate increased from $2.68 per share in 1999 to $2.76
per share in 2000 to $2.84 per share in 2001, indicative of a 3% increase in
both 2000 and 2001.  Preferred unit dividends remained constant between 2000
and 2001, at $5.8 million, compared to $5.3 million in 1999.  Distributions to
limited partners decreased from $9.7 million in 1999 to $9.6 million in 2000,
and again to $9.1 million in 2001.  These decreases are mainly due to a
reduction in total Partnership Units outstanding between the periods, more than
offsetting the rate increase corresponding to distributions.  There were 3.7
million weighted average Partnership Units outstanding in 1999, compared to 3.5
million in 2000, and 3.2 million in 2001.  The decreases in weighted average
Partnership Units outstanding, in turn, were due to Unitholders electing to
redeem 275 thousand Units in 2000 and 753 thousand in 2001.  We elected to
convert these redemptions into shares of the GP's common stock.

     We expect to incur approximately $5.3 million for scheduled maintenance
and repairs during the next twelve months and approximately $2.1 million to
conform facilities acquired from 1994 to 2000 to our standards.  We are
committed to several leases relating to our corporate headquarters office space
in Memphis.  The leases have a term of fifteen years with estimated annual
payments of $3.0 million.  We have rented a portion of this space to others
under several subleases at the same rent and substantially similar terms to our
primary leases and expect to receive approximately $1.0 million annually from
such subleases.

     We believe that borrowings under our current credit facilities combined
with cash from operations will provide us with necessary liquidity and capital
resources to meet the funding requirements of our remaining development and
expansion pipeline, commitments to provide financing to franchisees, dividend
and distribution requirements and scheduled property related capital
expenditures. Additionally, no significant maturities are scheduled under any
of our borrowings until 2003.

                                      22

<PAGE>

FUNDS FROM OPERATIONS

     We believe funds from operations, or "FFO," should be considered in
conjunction with net income and cash flows when evaluating our operating
results because it provides investors an understanding of our ability to incur
and service debt and to make capital expenditures.  FFO should not be
considered as an alternative to net income, as a measure of our financial
performance or as an alternative to cash flows from operating activities as a
measure of liquidity. FFO does not represent cash generated from operating
activities in accordance with GAAP and is not necessarily indicative of cash
available to fund cash needs. We follow the current National Association of
Real Estate Investment Trust's (NAREIT) definition of FFO which, effective
January 1, 2000, includes non-recurring results of operations except those
defined as "extraordinary items" under GAAP.  Since we have historically not
added back non-recurring items to our calculation, we were not required to
restate prior period FFO amounts.  In calculating FFO, we add back to net
income any gains or losses recognized on the sale of self-storage facilities
and depreciation and amortization relating only to revenue-producing property
including such depreciation from unconsolidated entities.  Additionally, as
discussed in Note #4, Franchise, as part of its ongoing business activities,
has received equity interest in many franchisee properties.  Accordingly, gains
recognized through the sale of Franchise's equity interests, or through the
sale of the actual properties in which Franchise has an equity interest, are
included in FFO.  Investors should be aware that items excluded from or added
back to FFO are significant components in understanding and assessing our
financial performance.  In addition, our FFO may not be comparable to similarly
titled measures of other REITs that calculate FFO differently.  For example,
our FFO may not be comparable to other REITs that may add back total
depreciation and amortization.

     The following table illustrates the components of our FFO for the years
ended December 31, 2001, 2000 and 1999:

<TABLE>
<CAPTION>
                                                       For the Year Ended December 31,
                                                      2001          2000         1999
                                                  -------------------------------------
                                                               (in thousands)
<S>                                                 <C>          <C>         <C>
Net income allocated to common unitholders          $  71,547    $  70,130   $  72,291
(Gain)/Loss on sale of assets*                            291        (879)       (181)
Total depreciation & amortization                      41,649       39,460      35,145
Depreciation from unconsolidated entities               1,858        1,409         389
Less: depreciation of non-revenue producing assets    (3,451)      (3,858)     (2,816)
                                                    -----------------------------------
Consolidated FFO available to common unitholders    $ 111,894    $ 106,262   $ 104,828
                                                    ===================================
</TABLE>

*Excludes $295 gain on sale of undepreciated land in the first quarter of 2000.

     During 2001, we declared distributions per unit of $2.84, which is an
increase of 3% over the 2000 distribution per unit of $2.76.  Distributions per
unit also increased 3% from 1999 to 2000.  As a qualified REIT, the GP is
required to distribute a substantial portion of its net income as dividends to
our shareholders.

RECENT ACCOUNTING DEVELOPMENTS

     See Note 14, "Recent Accounting Developments" in the Notes to Consolidated
Financial Statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires us to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses and disclosure of contingent assets and
liabilities.  We base our estimates and judgments on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from
other sources.  We believe the following critical accounting policies, among
others, affect our more significant estimates and assumptions used in preparing
our consolidated financial statements.  Actual results could differ from our
estimates and assumptions.

     Construction advances to franchisees (collateralized by first mortgages)
are reported at the principal amount outstanding, net of any allowance for
credit losses or impairment. We determine the need for any allowances based
upon an assessment of current and historical loss experience, loan portfolio
trends, prevailing economic and business conditions and analysis of underlying
real estate collateral including estimated cash flows from such real estate.

     Investments in storage facilities are stated at cost less accumulated
depreciation. We review the recoverability of our long-lived assets when
events and circumstances indicate that the carrying amount of a facility may
not be recoverable. In assessing the recoverability of long-lived assets, we
are required to make certain judgments regarding our facilities, including
estimating fair value

                                      23

<PAGE>

and cash flows of the respective facilities.  When the sum of the expected cash
flows (undiscounted and without interest charges) from an individual facility
is less than the carrying value of that facility, we are required to recognize
an impairment loss for the amount by which the carrying amount of the facility
exceeds the fair value of the facility.

     We are required to record contingent liabilities, including those
associated with legal and environmental matters, when it is probable that
future events will occur confirming the fact of loss and the amount of loss can
be reasonably estimated.  We make these judgments based upon advice from third
party professionals (i.e. our legal counsel) and any relevant past historical
results.

FORWARD LOOKING STATEMENTS AND RISK FACTORS

     All statements contained in this Management's Discussion and Analysis of
Financial Condition and Results of Operations section that are not historical
facts are based on our current expectations. This includes statements regarding
anticipated future development and acquisition activity, the impact of
anticipated rental rate increases on our revenue growth, our 2002 anticipated
revenues, expenses and returns, and future capital requirements, among others.
Words such as "believes", "expects", "anticipate", "intends", "plans" and
"estimates" and variations of such words and similar words also identify
forward looking statements. Such statements are forward looking in nature and
involve a number of risks and uncertainties and, accordingly, actual results
may differ materially. The following factors, among others, may affect the
Company's future financial performance and could cause actual results to differ
materially from the forward-looking statements:

..  Changes in the economic conditions in the markets in which we operate, such
   as unexpected increases in supply and competition, unexpected changes in
   financial resources of our customers, or unexpected increases in prevailing
   wage levels or in insurance, taxes or utilities, could negatively impact
   our ability to raise our rents or control our expenses, thus reducing our
   net income.

..  Competition for development or acquisition sites could drive up costs,
   making it unfeasible for us to develop or acquire properties in certain
   markets.

..  New development opportunities could be limited due to an inability to obtain
   zoning and other local approvals.

..  Amounts that we charge for late fees have been and are the subject of
   litigation against us and are, in some states, the subject of governmental
   regulation. Consequently, such amounts could decrease, materially affecting
   the results of operations.

..  The conditions affecting the bank, debt and equity markets could change,
   increasing our cost of capital or reducing its availability on terms
   satisfactory to us either of which could reduce our returns or restrict our
   growth.

..  Costs related to compliance with laws, including environmental laws could
   increase, reducing our net income.

..  General business and economic conditions could change, adversely affecting
   occupancy and rental rates, thereby reducing our revenue.

..  Unfavorable outcome(s) in the pending litigation described in Item 3 of this
   Form 10-K could ultimately reduce our net income.

..  Changes in tax laws or market conditions could make real estate investment
   less attractive relative to other investment opportunities. Such changes
   would reduce the number of buyers for real estate and adversely affect real
   estate asset values.

..  Construction costs and the timing of a development project may exceed our
   original estimates, resulting in reduced returns on investment and delayed
   realization of returns.

..  The level of development could exceed current expectations resulting in
   higher than anticipated dilution to our earnings.

..  Our proposed transaction with Security Capital is subject to satisfaction of
   the conditions to closing included in the purchase and sale agreement with
   Security Capital and GP shareholder approval.

..  Our independent public accountant, Arthur Andersen has been indicted on
   federal obstruction of justice charges arising from the government's
   investigation of Enron. Arthur Andersen has indicated that it intends to
   contest vigorously the indictment. The SEC has said that it will continue
   accepting financial statements audited by Arthur Andersen, and interim
   financial statements reviewed by it, so long as Arthur Andersen is able to
   make certain representations to its clients. Arthur Andersen has made these
   representations to us. Our access to the capital markets and ability to make
   timely SEC filings could be impaired if the SEC ceases accepting financial
   statements audited by Arthur Andersen, if Arthur Andersen becomes unable to
   make to us the required representations or if Arthur Andersen is unable to
   perform required audit-related services for us for any other reason. In such
   a case, we would promptly seek to engage a new independent public accounting
   firm or take such other actions as may be necessary to enable us to maintain
   access to the capital markets and to file timely our financial reports.

     We caution you not to place undue reliance on any such forward-looking
statements. We assume no obligation to update any forward-looking statements as
a result of new information, subsequent events or any other circumstances. Such
statements speak only as of the date that they are made.

ITEM 7.A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.

     We are exposed to certain financial market risks, the most predominant
being fluctuations in interest rates on existing variable rate debt,
construction advances to franchisees and the repricing of fixed rate debt upon
maturity.  Changes in interest rates also affect the fair value of our fixed
rate mortgage debt.  However, this risk is limited since we plan to hold these
mortgages until maturity.  We monitor interest rate fluctuations as an integral
part of our overall risk management program, which recognizes the
unpredictability of financial markets and seeks to reduce the potentially
adverse effect on our results.  The effect of interest rate fluctuations
historically has been small relative to other factors affecting operating
results, such as rental rates and occupancy.

     Our operating results are affected by changes in interest rates primarily
as a result of borrowing under our lines of credit and

                                      24

<PAGE>

construction advances made to franchisees.  If interest rates increased by 25
basis points, our interest expense for 2001 would have increased by
approximately $418 thousand, based on average outstanding balances during that
period.  But that expense increase would have been offset by a corresponding
increase of approximately $272 thousand in interest income.  Our line of credit
borrowings are tied to LIBOR and our advances to franchisees to the prime rate.
Movement in these indices will not necessarily parallel each other.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     SUSA Partnership. LP's Consolidated Balance Sheets as of December 31, 2001
and 2000 and its Consolidated Statements of Operations, Cash Flows and
Shareholders' Equity for each of the years in the three-year period ended
December 31, 2001, together with the Reports of Arthur Andersen LLP,
independent public accountants for 2001, and PricewaterhouseCoopers LLP,
independent public accountants for 1999 and 2000, are included under item 14 of
this report and are incorporated herein by reference.  Selected Quarterly
Financial Data is presented in note 15 of the Notes to the Consolidated
Financial Statements.

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

     On May 24, 2001, we filed a Current Report on Form 8-K. The filing
contained information relating to a change in accountants. Effective May 24,
2001, at the recommendation of our management and Audit Committee, our Board of
Directors engaged the accounting firm of Arthur Andersen LLP ("AA") as
independent auditors for the fiscal year ended December 31, 2001. AA replaces
the firm of PricewaterhouseCoopers, LLP ("PwC"), who was dismissed by the
Registrant's Board of Directors, also on May 24, 2001, also based on the
recommendation of our management and the Audit Committee. PwC's report on each
of SUSA Partnership, LP's financial statements as of and for the years ended
December 31, 1999 and 2000, did not contain an adverse opinion or a disclaimer
of opinion, or any qualifications or modifications as to uncertainty, audit
scope or accounting principle. During the two most recent fiscal years, and
through May 24, 2001, there were no disagreements with PwC on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement(s), if not resolved to PwC's
satisfaction, would have caused them to refer to the subject matter of the
disagreement(s) in its reports; and there were no "reportable events" as defined
in Item 304(a)(1)(v) of the Securities and Exchange Commission's Regulation S-K.

                                      25

<PAGE>

                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The following persons are the executive officers and/or directors of the GP
as of the date of this report. Neither the GP nor any of these persons have been
convicted in any criminal proceeding during the past five years (excluding
traffic violations or similar misdemeanors), nor have they been a party to any
judicial or administrative proceeding during the past five years that resulted
in a judgment, decree or final order enjoining the person from future violations
of, or prohibiting activities subject to, federal or state securities laws or a
finding of any violation of federal or state securities laws. Each of the
directors and executive officers of the GP is a citizen of the United States of
America, and his or her principal place of business is 175 Toyota Plaza, Suite
700, Memphis, Tennessee 38103 unless otherwise stated below.

<TABLE>
<CAPTION>
Name and Address of Principal                  Age       Position with Storage USA and Business Experience During Past Five Years
-----------------------------                  ---       ------------------------------------------------------------------------
Place of Business
-----------------

<S>                                            <C>       <C>
C. Ronald Blankenship/(1)/                     52        Director of Storage USA, Inc. since November 5, 1997. Mr. Blankenship has
                                                         been a Director, Vice Chairman and Chief Operating Officer of Security
                                                         Capital Group Incorporated since May 1998. Mr. Blankenship was Managing
                                                         Director of Security Capital from 1991 to 1998. Prior to June 1997, he was
                                                         the Chairman of Archstone Communities Trust. Mr. Blankenship is a Trustee
                                                         of City Center Retail, ProLogis and Urban Growth and a Director of
                                                         BelmontCorp, InterPark Holdings, Inc., Macquarie Capital Partners LLC and
                                                         Regency, and was Interim Chairman, Chief Executive Officer and a Director
                                                         of Homestead Village Incorporated from May 1999 until November 2001.

Francis C. Brown, III                          38        Senior Vice President, E-Commerce of Storage USA, Inc. since February
                                                         2000. Senior Vice President, Human Resources from February 1998 to January
                                                         2000. Vice President, Human Resources of AutoZone, Inc., from December
                                                         1993 to February 1998.

Howard P. Colhoun/(2)(3)(4)/                   66        Director of Storage USA, Inc. since March 23, 1994. Mr. Colhoun has been
                                                         General Partner of Emerging Growth Partners, Baltimore, Maryland, a
                                                         venture capital/small public company investment partnership, since 1982.
                                                         Mr. Colhoun also serves as a Director of Harbor Funds.

Alan B. Graf, Jr./(1)(2)(4)/                   48        Director of Storage USA, Inc. since August 6, 1997. Mr. Graf has been
                                                         Executive Vice President & Chief Financial Officer of FedEx Corporation
                                                         since 1998. Mr. Graf was Sr. Vice President & Chief Financial Officer of
                                                         Federal Express Corporation from 1991 to 1998. Mr. Graf is also a Director
                                                         of Kimball International, Inc.

Karl T. Haas                                   50        Executive Vice President, Operations of Storage USA, Inc. since March
                                                         1994.

Dean Jernigan                                  56        Chief Executive Officer, Director and Board Chairman of Storage USA, Inc.
                                                         since 1985. Mr. Jernigan has been the Chief Executive Officer of Storage
                                                         USA, Inc. since its inception in 1985 and has been President since May,
                                                         1998. Mr. Jernigan has, since 1999, been a Director of Thomas & Betts,
                                                         Inc.

Mark Jorgensen/(3)(4)/                         61        Director of Storage USA, Inc. since January 25, 1995. Mr. Jorgensen has
                                                         been a private real estate investor and has served as a real estate
                                                         consultant to the pension fund industry for over five years.

Christopher P. Marr                            37        Chief Financial Officer of Storage USA, Inc. since August, 1998. Senior
                                                         Vice President, Finance and Accounting of Storage USA, Inc. from July 1997
                                                         to August 1998. Vice President, Financial Reporting and Controller of
                                                         Storage USA, Inc., from August 1994 to July 1997.

Caroline S. McBride                            48        Director of Storage USA, Inc. since May 7, 1997. Ms. McBride has been a
                                                         Managing Director of the Capital Division of Security Capital Group
</TABLE>
                                      26

<PAGE>

<TABLE>
<S>                                            <C>       <C>
                                                         Incorporated since March 1997, where she provides operating oversight for
                                                         companies in which Security Capital has ownership positions. From June
                                                         1996 to July 1997, Ms. McBride was Managing Director of Security Capital
                                                         Group Global Capital Management Group. Ms. McBride is also a Director of
                                                         InterPark Holdings and BelmontCorp, and a Trustee of Urban Growth.

John P. McCann/(1)(4)/                         57        Director of Storage USA, Inc. since March 23, 1994. From 1978 until the
                                                         spring of 2001, Mr. McCann served as the Chairman of the Board and Chief
                                                         Executive Officer of United Dominion Realty Trust, Inc., Richmond,
                                                         Virginia. Mr. McCann is currently a private real estate investor and since
                                                         1997 has been a Director of LandAmerica Financial Group, Inc.

John W. McConomy                               52        Executive Vice President, General Counsel and Secretary of Storage USA,
                                                         Inc. since August 1998. Vice President and Associate General Counsel,
                                                         Harrah's Entertainment, Inc. from February 1996 to August 1998.

William D. Sanders/(3)/                        60        Director of Storage USA, Inc. since November 6, 1996. Mr. Sanders is the
                                                         founder and, since 1990, has been Chairman of the Board and Chief
                                                         Executive Officer of Security Capital Group Incorporated. Mr. Sanders is a
                                                         Director of Security Capital European Realty and Macquarie Capital
                                                         Partners LLC, an Advisory Director of Regency, and Chairman of the
                                                         National Association of Real Estate Investment Trusts.

Richard B. Stern                               50        Senior Vice President, Development and Construction of Storage USA, Inc.
                                                         since September 1999. Senior Vice President, Development of Storage USA,
                                                         Inc. from June 1996 to August 1999. Vice President/Senior Portfolio
                                                         Manager of Kemper Corporation from October 1992 to January 1996.

Bruce F. Taub                                  44        Senior Vice President, Acquisitions of Storage USA, Inc. since March 2000.
                                                         Senior Vice President, Capital Markets of Storage USA, Inc. from January
                                                         2000 to March 2000. Senior Vice President and General Counsel, Storage
                                                         USA Franchise Corp., September 1998 to December 1999. Partner at Shapiro
                                                         and Olander from October 1996 to August 1998.

Harry J. Thie/(1)(2)(4)/                       59        Director of Storage USA, Inc. since March 23, 1994. Mr. Thie has been a
                                                         senior researcher with the RAND Corporation, a non-profit research
                                                         institute, since 1991.

Mark E. Yale                                   36        Senior Vice President, Financial Reporting of Storage USA, Inc. since July
                                                         1999. Vice President, Financial Reporting of Storage USA, Inc. from August
                                                         1998 through June 1999. Senior Audit Manager, PricewaterhouseCoopers LLP
                                                         from January 1994 to July 1998.
</TABLE>

/(1)/  Member of the Human Resources Committee
/(2)/  Member of the Audit Committee
/(3)/  Member of the Corporate Governance and Nominating Committee
/(4)/  Member of the Special Committee

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires that the GP's directors and
executive officers, and persons that own more than 10% of the GP's common
stock, file with the Securities and Exchange Commission initial reports of
ownership and reports of change in ownership of the GP's common stock and other
equity securities of the GP. Copies of these reports must be furnished to the
GP. Based solely on its review of the copies of these reports furnished to
the GP, and written representations that no other reports were required, all
reports required by Section 16(a) were timely filed in 2001.

                                      27

<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION.

     The following table sets forth information concerning the annual
compensation for services in all capacities to Storage USA and its subsidiaries
for the period from January 1, 1999 through December 31, 2001, of those persons
who were, at December 31, 2001, (i) the Chief Executive Officer, and (ii) the
four other most highly compensated executive officers of the GP whose annual
salaries exceeded $100,000 each. These persons are referred to throughout as
"Named Officers".

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                         Annual Compensation                  Long-Term Compensation Awards
                                      -------------------------         -----------------------------------------
                                                                                           Securities
                                                         Other Annual     Restricted       Underlying                    All Other
                                                         Compensation       Stock         Options/SARs      LTIP       Compensation
Name                         Year  Salary($)  Bonus ($)     ($)        Award(s)/(3)/($)       (#)       Payouts/(4)/($)    /(1)/($)
--------------------------- -----  ---------  --------- ------------  -----------------   ------------  --------------- ------------
<S>                          <C>   <C>        <C>        <C>            <C>                 <C>          <C>                <C>
Dean Jernigan..............
  Chairman of the Board,     2001  480,846    300,000       0              0                   0         648,000            6,800
  Chief Executive Officer    2000  426,923    224,135       0           375,990              85,455         0               6,800
  and President              1999  374,967    253,725       0              0                116,302         0               6,400

Christopher P. Marr........  2001  263,442    131,721       0              0                   0         159,000            6,800
  Chief Financial Officer    2000  231,923     86,971    105,000 /(2)/  128,737              29,261         0               6,800
                             1999  195,051     97,525    105,000 /(2)/     0                 51,547         0               6,400

Karl T. Haas...............  2001  230,192     92,077    118,125 /(2)/     0                   0         135,000            6,800
  Executive Vice President,  2000  208,039     58,251       0            81,002              18,409         0               6,800
  Operations                 1999  186,907     75,048       0            33,737              16,028         0               6,400

John W. McConomy...........  2001  223,235     89,294       0              0                   0         147,000            6,800
  Executive Vice President,  2000  208,400     62,520       0            78,539              17,853         0               6,800
  General Counsel and
  Secretary                  1999  197,922     79,168       0            35,602              16,568         0               6,253

Bruce F. Taub..............  2001  179,098     62,684       0              0                   0          45,000            6,800
  Senior Vice President,     2000  165,717     43,501       0            52,520              11,936         0               6,507
  Acquisitions               1999  153,845     53,846       0            20,126              11,496         0               1,090
</TABLE>

/(1)/  Represents contributions to Storage USA Profit Sharing and 401(k) plan
for each Named Officers.

/(2)/  Represents one-half of a one-time relocation bonus for relocating from
Columbia, MD to Memphis, TN.

/(3)/*  There were no restricted shares or restricted share units granted in
2001. Restricted share unit awards granted in 2000 vest over four years.
Previous restricted share awards vested over five years.

     *  The vested restricted shares and restricted share units as of
December 31, 2001 are: Jernigan, 3,320 units; Marr, 1,137 units; Haas, 1,278
shares/units; McConomy shares/units, 1,288; Taub, 795 shares/units.

     *  Unvested restricted shares and restricted share units as of December
31, 2001 are: Jernigan, 9,960 units; Marr, 3,410 units; Haas, 2,751
shares/units; McConomy shares/units, 2,717; Taub, 1,761 shares/units.

     *  The market values, based upon the closing price of $42.10 on the NYSE
of the unvested restricted stock awards and unvested restricted share unit
awards as of December 31, 2001, were: Jernigan, $419,316; Marr, $143,561; Haas,
$115,817; McConomy, $114,386; Taub, $74,138.

     *  Dividends are paid on restricted shares and restricted share units to
the same extent as dividends are paid on other shares of Storage USA common
stock.

/(4)/  Represents payout to Named Officers under the Storage USA Shareholder
Value Plan. The Shareholder Value Plan measures Storage USA's total return to
shareholders (i.e. share price increase plus dividend yield) against the total
return of other public self-storage companies and all real estate investment
trusts.

                                      28

<PAGE>

STOCK OPTIONS

     No grants of stock options were awarded to the Named Officers during 2001
under the Storage USA 1993 Omnibus Stock Plan.
     The following table provides information on options exercised during 2001
and information on the value of each Named Officer's unexercised options under
Storage USA's 1993 Omnibus Stock Plan at December 31, 2001.

                    AGGREGATED OPTION/SAR EXERCISES IN 2001
                       AND YEAR-END 2001 OPTION VALUES
<TABLE>
<CAPTION>
                                  Shares                          Number of Securities
                                Acquired on       Value          Underlying Unexercised         Value of Unexercised In-the-Money
                                  Exercise       Realized        Options at Year End (#)           Options at Year End ($)/(1)/
                                                             ------------------------------   -----------------------------------
Name                                (#)            ($)        Exercisable     Unexercisable     Exercisable      Unexercisable
--------------------------------------------    ----------   --------------  --------------   ---------------   -----------------
<S>                                <C>            <C>          <C>              <C>              <C>               <C>
Dean Jernigan................        0              0          254,717          192,192          3,287,372         2,537,369
Christopher P. Marr..........        0              0           72,587           70,411           690,601           928,794
Karl T. Haas.................      10,000         92,500        57,324           34,636           485,210           430,776
John W. McConomy.............        0              0           42,668           49,903           408,714           576,607
Bruce F. Taub................        0              0           16,375           25,540           200,825           341,252
</TABLE>

/(1)/  Based upon the closing price of Storage USA's common stock on the NYSE
on December 31, 2001, of $42.10 per share.

LONG-TERM INCENTIVE PLANS

     There were no long-term incentive awards to Named Officers under the
Storage USA Shareholder Value Plan in 2001.

COMPENSATION OF DIRECTORS

     Directors who are not employees of Storage USA or its subsidiaries (that
is, each Director other than Mr. Jernigan) are paid an annual fee of $20,000,
which is paid in shares of the GP's common stock under the 1993 Omnibus Stock
Plan, plus $1,500 cash for each Board meeting attended, $1,000 cash for each
separate committee meeting attended and $350 cash for each teleconference
meeting attended. Committee chairpersons are paid an additional $5,000 in cash
per year. In addition, non-employee Directors are reimbursed for expenses
incurred in connection with their activities on the GP's behalf.
     Each non-employee Director who is serving on the date of the last regularly
scheduled quarterly meeting each year receives a grant of options under Storage
USA's 1993 Omnibus Stock Plan to purchase 2,000 shares of the GP's common stock
at a price equal to the closing stock price per share on the day of the GP's
third quarter earnings release. The options vest on the date of the grant.
However, no such grant was made to the non-employee Directors in 2001. Directors
who are employees of the Company (that is, Mr. Jernigan) are not paid any
directors' fees, either in stock or in cash.

EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS

     For a description of employment agreements, severance agreements and other
arrangements with executive officers, see Item 13. Certain Relationships and
Related Transactions.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The total number of shares of the GP's common stock, par value $0.01 per
share, outstanding on March 11, 2002, was 28,640,470. The following table sets
forth information regarding the beneficial ownership of shares of the GP's
common stock outstanding as of March 11, 2002, by (1) each person or group known
to the GP to beneficially own more than 5% of the outstanding shares of the GP's
common stock, (2) each of the directors and executive officers of the GP, and
(3) all directors and executive officers of the GP as a group. Unless otherwise
indicated in the footnotes, all of such interests are owned directly, and the
indicated person or entity has sole voting and investment power. The "Shares of
Common Stock Beneficially Owned" represents the number of shares of the GP's
common stock the person holds, including shares that may be issued upon the
exercise of options that are exercisable within 60 days of March 11, 2002.

                                      29

<PAGE>

<TABLE>
<CAPTION>
                                                              Shares of Common         Percent of Shares
                                                              Stock Beneficially         Outstanding
                                                                 Owned on March             as of
                                                                 11, 2002 /(1)/          March 11, 2002
                                                              ------------------        ---------------
<S>                                                                 <C>                           <C>
Security Capital Holdings III Incorporated /(2)/                    11,765,654                    41.08%
  3753 Howard Hughes Parkway
  Las Vegas, NV 89109
Francis C. Brown, III                                                   38,477  (3)                  *
Karl T. Haas                                                            75,684  (4)                  *
Dean Jernigan                                                          755,973  (5)                2.62%
Christopher P. Marr                                                     92,630  (6)                  *
John W. McConomy                                                        61,910  (7)                  *
Richard B. Stern                                                        41,589  (8)                  *
Bruce F. Taub                                                           33,086                       *
Mark E. Yale                                                            23,343  (9)                  *
C. Ronald Blankenship                                                    9,427                       *
Howard P. Colhoun                                                       15,874                       *
Alan B. Graf, Jr.                                                       15,542                       *
Mark Jorgensen                                                          24,545 (10)                  *
Caroline S. McBride                                                     10,607                       *
John P. McCann                                                          20,136                       *
William D. Sanders                                                      10,329                       *
Harry J. Thie                                                           20,303                       *
All Directors and Executive Officers as a Group (16 persons)         1,249,455                     4.27%
</TABLE>

(1)    Includes (i) shares of restricted stock and restricte stock units held by
       executive officers, and (ii) shares, in the amounts indicated, which the
       following directors and executive officers have the right to acquire
       within 60 days pursuant to the exercise of options: Brown, 24,850 shares;
       Haas, 57,324 shares; Jernigan, 254,717 shares; Marr, 72,587 shares;
       McConomy, 42,668 shares; Stern, 35,844 shares; Taub, 16,375 shares; Yale,
       15,722 shares; Blankenship, 7,000 shares; Colhoun, 10,318 shares; Graf,
       7,000 shares; Jorgensen, 9,376 shares; McBride, 8,000 shares; McCann,
       10,318 shares; Sanders, 7,722 shares; Thie, 10,318 shares.

(2)    Security Capital Holdings III Incorporated is a wholly owned subsidiary
       of Security Capital Holdings II Incorporated, which is a wholly owned
       subsidiary of Security Capital Operations Incorporated, which is a wholly
       owned subsidiary of SC Realty Incorporated, which is a wholly owned
       subsidiary of SC Capital Incorporated, which is a wholly owned subsidiary
       of Security Capital Group Incorporated.

(3)    Also includes 18 shares owned indirectly, as custodian for his  minor
       children.
(4)    Also includes 46 shares owned indirectly, as custodian for his minor
       children.
(5)    Also includes 4,171 shares owned indirectly, as custodian for his minor
       children.
(6)    Also includes 5 shares owned indirectly, as custodian for his minor
       children.
(7)    Also includes 2 shares owned indirectly, as custodian for his child.
(8)    Also includes 22 shares owned indirectly, as custodian for his children.
(9)    Also includes 12 shares owned indirectly, as custodian for his children.
(10)   All shares are owned by the Jorgensen Family Trust, Mark and Wilhemina
       Jorgensen, Trustees.

* Less than 1%.

     None of these executive officers or directors has engaged in any
transactions of the GP's common stock in the 60 days prior to the date hereof,
other than:

..  grants of one share to each minor child of each executive officer pursuant
   to our Employee Recognition Awards and Holiday Gifts to Employees' Minor
   Children Plan; and

..  non-discretionary purchases of shares pursuant to our Profit Sharing and
   401K Plan and Stock Purchase and Dividend Reinvestment Plan.

                                      30

<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

PROPOSED TRANSACTION WITH SECURITY CAPITAL

     As noted in "Significant Developments during 2001," on December 5, 2001,
we entered into a definitive purchase and sale agreement with Security Capital,
which, as amended, provides for a series of transactions in which all of the
holders of the GP's common stock will be entitled to receive $42.50 per share in
cash in exchange for the cancellation of their shares, and all holders of
limited partnership interests in the Partnership will be entitled to receive, at
their option, $42.50 per limited partnership unit. Unitholders will be permitted
to elect, under the conditions and limitations relating to such an election as
provided in the purchase and sale agreement, to continue as limited partners in
the surviving partnership. Consummation of the transactions contemplated by the
purchase and sale agreement is subject to approval by the GP's shareholders. If
completed, they are expected to close in Spring 2002. These transactions are
defined in this Item 13 as the "Transactions." On December 14, 2001, Security
Capital announced a definitive agreement for its acquisition by GE Capital Real
Estate. GE Capital Real Estate's acquisition of Security Capital is subject to
the approval of Security Capital's shareholders. For more information regarding
the series of events surrounding our potential acquisition by Security Capital,
please refer to "Strategic Alliance With Security Capital" under Item 1.
Business above, and to Note 17, Activities of the Special Committee of the Board
of Directors from the Notes to the Consolidated Financial Statements.

INTEREST OF STORAGE USA OFFICERS AND DIRECTORS IN THE SECURITY CAPITAL
TRANSACTION

     The GP's executive officers and directors who own shares of its common
stock will be entitled to receive their portion of the transaction consideration
for their shares. The number of shares of the GP's common stock owned by its
directors and executive officers appears below under "Security Ownership of
Certain Beneficial Owners and Management." In addition, some members of its
management and board of directors have interests in the Transactions that may be
different from, or in addition to, the interests of its shareholders generally.
     Stock Options. All options held by the GP's employees and directors to
acquire shares of its common stock will become vested and immediately
exercisable upon consummation of the Transactions, and will be cashed out such
that each holder of an option to purchase shares of the GP's common stock will
have the right to receive, in exchange for the cancellation of such option, a
cash payment in an aggregate amount equal to the product of: (1) the excess of
$42.50 per share over the exercise price per share of common stock subject to
such option and (2) the number of shares of the GP's common stock subject to
such option.

     Any consideration payable to optionholders will be reduced by the amount
of:
     .  any income or employment tax withholding required under applicable tax
        laws; and
     .  any unpaid loan from the Company to such holder to the extent the
        shares of its common stock subject to such option were pledged as a
        security interest for the payment of such loan.

     In settlement of all outstanding stock options held by the following
directors and executive officers of the GP, such executive officers and
directors will receive approximately the following amounts:

                                                Cash Proceeds
                       Total Options              To Officer
                        ----------------------------------------

C. Ronald Blankenship          7,000            $         90,125
Francis C. Brown III          49,547            $        433,349
Howard P. Colhoun             10,318            $        131,061
Alan B. Graf, Jr.              7,000            $         90,125
Karl T. Haas                  91,960            $        952,770
Dean Jernigan                446,909            $      6,003,505
Mark Jorgensen                 9,376            $        115,101
Christopher P. Marr          142,998            $      1,676,594
Caroline S. McBride            8,000            $         96,000
John P. McCann                10,318            $        131,061
John W. McConomy              92,571            $      1,022,349
William D. Sanders             7,722            $         95,811
Richard B. Stern              59,498            $        558,567
Bruce F. Taub                 41,915            $        558,843
Harry J. Thie                 10,318            $        131,061
Mark E. Yale                  39,471            $        475,665
                        ----------------------------------------
Totals                     1,034,921            $     12,561,986

                                      31

<PAGE>

     Restricted Stock. Prior to the closing of the Transactions, each
restricted share of Storage USA's common stock and restricted share units will
become immediately unrestricted and any performance targets will be deemed
achieved in full. In settlement of all outstanding restricted shares and
restricted share units held by the following executive officers and directors,
such executive officers and directors will receive approximately the following
amounts:

                                              Aggregate
                                          Consideration for
                      Total Restricted     for Restricted
                       Stock and Units    Stock and Units
                       ------------------------------------

Francis C. Brown III             1,765     $       75,013
Karl T. Haas                     2,751     $      116,918
Dean Jernigan                    9,960     $      423,300
Christopher P. Marr              3,410     $      144,925
John W. McConomy                 2,717     $      115,473
Richard B. Stern                 1,764     $       74,970
Bruce F. Taub                    1,761     $       74,843
Mark E. Yale                     2,113     $       89,803
                       -----------------------------------
Totals                          26,241     $    1,115,245

     All restricted shares and restricted share units held by the above
executive officers are included in the beneficial ownership table on page 31 of
this report.

     Shareholder Value Plan. The GP's executive officers have received unit
awards under the Storage USA Shareholder Value Plan. The shareholder value plan
is designed to measure the GP's total return to shareholders (i.e. share price
increase plus dividend yield) against the total return of other public
self-storage companies and all REITs and rewards the executives accordingly. As
a result, amounts actually paid to executives will depend on the performance of
the GP in relation to other self-storage companies and REITs generally at the
time of closing.
     The table below shows a threshold, which assumes the performance of the GP
over the three-year term of the awards that would yield the minimum payout ($500
per unit) under the plan if any payout is due and the maximum payout ($3,000 per
unit) under the plan. If minimum performance criteria are not met, no payout
will be due. Awards will be paid in either cash or restricted stock under the
Storage USA 1993 Omnibus Stock Plan. According to the terms of the shareholder
value plan, units under the plan will be accelerated and immediately paid as a
result of the Transactions. The following table shows potential payments to the
GP's executive officers.

                                             Estimated Future Payouts
                        Number               ------------------------
                       of Units  Maturity    Threshold     Maximum
                       ----------------------------------------------

Dean Jernigan            234     12/31/02    $ 117,000    $   702,000
Christopher P. Marr       63     12/31/02    $  31,500    $   189,000
John W. McConomy          50     12/31/02    $  25,000    $   150,000
Karl T. Haas              48     12/31/02    $  24,000    $   144,000
Richard B. Stern          24     12/31/02    $  12,000    $    72,000
Francis C. Brown, III     24     12/31/02    $  12,000    $    72,000
Bruce F. Taub             24     12/31/02    $  12,000    $    72,000
Mark E. Yale              21     12/31/02    $  10,500    $    63,000

SECURITY CAPITAL'S NOMINEES TO STORAGE USA'S BOARD OF DIRECTORS

     Security Capital has the right under the Strategic Alliance Agreement to
nominate for election to the GP's board of directors a number of qualified
individuals proportional to the percentage of the GP's common stock owned by
Security Capital and the GP has agreed to support such nominations. Based on its
approximately 41.1% current ownership of the GP's outstanding common stock,
Security Capital is entitled to nominate three of its directors. Security
Capital is also generally entitled to one representative on any board committee
to the extent permitted under applicable laws, regulations and stock exchange
requirements.

                                      32

<PAGE>

     The current Security Capital nominees on the GP's board of directors are C.
Ronald Blankenship, Caroline S. McBride and William D. Sanders. Mr. Blankenship
has been the Chief Operating Officer and a director and Vice Chairman of
Security Capital since May 1998, and a member of the GP's board since 1997. Ms.
McBride has been a managing director of the capital division of Security Capital
since March 1997, and a member of the GP's board since 1997. Mr. Sanders has
been the Chairman of the Board and Chief Executive Officer of Security Capital
since 1990, and a member of the GP's board since 1996. Messrs. Blankenship and
Sanders also serve on various committees of Storage USA's board of directors,
and in their respective capacities as members of its board of directors have
engaged in continuous contact and discussions with other of its directors as
well as with members of our management concerning the general operations of
Storage USA and its subsidiaries.

STRATEGIC ALLIANCE WITH SECURITY CAPITAL AFFILIATES

     In May 2000, the Company entered into a strategic alliance with Access
Storage, S.A., the leading self-storage operator in Europe, and Millers Storage,
S.A., the leading self-storage operator in Australia, to provide management
advisory services. As part of the agreement, the Company received an option to
purchase convertible debt and also to acquire up to a 20% interest in these
companies, which are indirect affiliates of Security Capital. These options had
not been exercised as of the date of this report. Security Capital owns 34.5% of
the capital stock of, and is the adviser to, Security Capital European Realty,
which in turn owns all of the capital stock of each of Access Storage and Miller
Storage.

PAYMENTS BY STORAGE USA TO SECURITY CAPITAL AFFILIATES

     The Strategic Alliance Agreement provides that Security Capital will make
available to us, at our request, its expertise and capabilities with respect to
miscellaneous business and operating matters. During 2001, payments totaling
$228,850, were made to Security Capital or its affiliates in connection with
services provided pursuant to those provisions, excluding payments made to Ms.
McBride and Messrs. Sanders and Blankenship in their capacity as directors. The
amounts paid were as follows:
..  $175,495 to SC Group, Inc. as consideration for real estate market research,
   property tax services, insurance procurement and risk management services.
   This amount was based in part on a percentage of the total premium dollars
   for Storage USA's property and casualty insurance plus claims administration
   fees; and
..  $53,355 to Macquarie Capital Partners, LLC for investment banking and
   advisory services in connection with assisting Storage USA in securing debt
   financing for its acquisition and development activities. Macquarie Capital
   Partners was formed as a new entity in January 2001 with Macquarie Bank
   Limited and the management of Security Capital's Capital Markets Group.
   Security Capital contributed to the new entity certain assets of Security
   Capital Markets Group Incorporated and the stock of Security Capital Markets
   Ltd. in exchange for a 40% ownership interest.

     All such services were rendered pursuant to agreements negotiated at
arm's-length, taking into account fees charged by other providers of similar
services.

OTHER AGREEMENTS WITH KEY EXECUTIVES

Severance Agreements

     The Company has change in control severance agreements with each of Messrs.
Jernigan (Chief Executive Officer and President), Marr (Chief Financial
Officer), McConomy (Executive Vice President, General Counsel and Secretary),
Haas (Executive Vice President, Operations), Yale (Senior Vice President,
Financial Reporting), Taub (Senior Vice President, Acquisitions), Brown (Senior
Vice President, E-Commerce), Stern (Senior Vice President, Development and
Construction) (each of whom we refer to as an "Executive") and twelve other
Storage USA employees. The completion of the Transactions will constitute a
"change in control" under these agreements. However, these agreements provide
for severance payments and other benefits to be paid to each employee only if
his employment is terminated within two years following a change in control of
Storage USA (as defined in each agreement) (a) voluntarily, for "good reason"
(as defined in each agreement), by the employee or (b) involuntarily and without
"cause" (as defined in each agreement). In such a case, the employee would be
entitled to:
..  the payment of an amount equal to three times (for Messrs.  Jernigan and
   Marr), two times (for the other Executives) or one and a half times (for the
   other employees) the employee's base salary plus certain bonus amounts;
..  the vesting of all outstanding unvested options and restricted stock, if not
   already vested pursuant to the applicable plan;
..  the cancellation of any portion of a loan under Storage USA's 1995 Employee
   Stock Purchase and Loan Plan or its 1996 Officers' Stock Option Loan Program
   to the extent it exceeds the fair market value of the stock (or options)
   securing the loan (however, none of the loans exceeds the fair market value
   of the underlying stock based on the consideration of $42.50 per share to be
   paid in the Transactions);
..  the continuation of certain health insurance benefits; and
..  certain other benefits.

   Any cash amounts due under the severance agreements are payable in lump sums.

                                      33

<PAGE>

Executive Financial Counseling Plan

     Under our Executive Financial Counseling plan, as a result of the
Transactions our executive officers are entitled to receive reimbursement of
financial counseling costs for a period of two years following the closing of
the Transactions. The maximum reimbursement under the plan is $10,000 for
Messrs. Jernigan and Marr, $7,500 for Messrs. McConomy and Haas, and $5,000 for
Messrs. Brown, Stern, Taub and Yale.

Employment Agreements

     Messrs. Jernigan, Marr, McConomy, Brown, Stern, Taub, and Yale each have
employment agreements with the Company. These agreements provide for a base
salary for such Executives as follows: Jernigan, $493,500; Marr, $270,375;
McConomy, $229,110; Brown, $183,750; Stern, $183,750; Taub, $183,812; and Yale,
$175,776; all such amounts are subject to increase by our Chief Executive
Officer. These agreements entitle the Executives to continue to receive their
base salary then in effect until the earlier of two years, in the case of
Messrs.  Jernigan and Marr, one and a half years for Mr. McConomy and one year
for Messrs. Brown, Yale, Taub and Stern, or until the date that they begin
employment with another employer, if they are terminated "without cause" or
resign for "good reason" as defined in each employment agreement, provided,
however, that in the event an Executive begins employment with another employer
or becomes self-employed in such period, the continuation of the base salary
payments will be reduced to the extent of the base salary received from such
new employer or to the extent of self-employment earnings.  In the event of a
termination "without cause" or for "good reason," each employment agreement
also generally provides for:
..  the vesting of all outstanding unvested options and restricted stock, if not
   already vested pursuant to the applicable plan, or a cash payment for such
   options;
..  the cancellation of any portion of a loan under Storage USA's 1995 Employee
   Stock Purchase and Loan Plan or its 1996 Officers' Stock Option Loan Program
   to the extent it exceeds the fair market value of the stock (or options)
   securing the loan;
..  the continuation of certain health insurance benefits; and
..  certain other benefits.

     However, any action by the Company or termination of an employee's
employment with the Company that constitutes or otherwise gives rise to a
"change in control" termination under a severance agreement will be governed
exclusively by that severance agreement, without duplication of payments under
the employee's employment agreement.

TRANSACTIONS BETWEEN STORAGE USA AND ITS DIRECTORS AND EXECUTIVE OFFICERS

     Jonathan Perry, Mr. Jernigan's son-in-law, has been employed by the Company
since February 2, 1998, and is presently a Manager of Human Resources Analysis.
Mr. Perry's annual salary is $65,801, and his cash bonus for 2001 was $8,109.
Christopher L. Jernigan, Mr. Jernigan's son, has been employed by the Company
since April 2, 2001 and is presently a Manager of Business Development.
Christopher Jernigan's annual salary is $55,000, and his cash bonus for 2001 was
$4,413. James G. Williams, Mr. Jernigan's brother-in-law, is currently a
consultant to the Company in connection with the divestitures of properties.
Since January 1, 2001, Storage USA has paid a total of $175,000 to Mr. Williams
in consulting fees.

     On January 2, 2001, SUSA Partnership, L.P. purchased from Mr. Jernigan 250
shares of Class A Voting Stock of Storage USA Franchise Corp. (representing a
2.5% economic interest in that company and all of its voting stock) for
$203,391, based on a valuation of such shares performed by the Company. The
methodology for such valuation was reviewed by PricewaterhouseCoopers LLP, and
the transaction was unanimously approved by the board of directors.

     The Company has entered into a lease under which it is the principal tenant
of the Moore Building, a historic structure in Memphis, Tennessee. On December
29, 1998, the Moore Building was sold to its current owner, Moore Building
Associates, L.P. by a charitable foundation. To assure that the foundation would
receive from the buyer the fair value of historic rehabilitation tax credits
generated by the renovation of the building, Mr. Jernigan agreed to guarantee
that the buyer would realize certain amounts from the resale of those tax
credits, as permitted by applicable law. The value of the tax credits is
dependent, in part, on the Company's performance under its lease. None of
Storage USA or its affiliates have any affiliation with Moore Building
Associates, L.P. the Company has subleased space in the building to a sublessee
whose principals guaranteed the sublease and to secure such guaranty pledged
their minority ownership interest in Moore Building Associates, L.P. to the
Company as security for their guaranteed obligations.

INDEBTEDNESS BY EXECUTIVES TO STORAGE USA

                   1995 EMPLOYEE STOCK PURCHASE AND LOAN PLAN

     The executive officers of the GP listed in the table below are indebted to
the Company for loans to purchase the GP's common stock pursuant to the 1995
Employee Stock Purchase and Loan plan (the "Stock Purchase and Loan Plan")
approved by the shareholders at the 1994 Annual Meeting (and subsequently
amended). The table indicates the largest amount of the indebtedness outstanding
since January 1, 2001 and the amount outstanding at December 31, 2001. As
provided in the Stock Purchase and Loan

                                      34

<PAGE>

Plan, these loans bear interest at rates ranging from 5.81% to 9.16% per annum
and are collateralized by the GP's common stock purchased with the
proceeds of the loans.

                   INDEBTEDNESS BY EXECUTIVES TO STORAGE USA
              UNDER THE 1995 EMPLOYEE STOCK PURCHASE AND LOAN PLAN

<TABLE>
<CAPTION>
                                               Maximum                             Shares of
                                             Indebtedness      Indebtedness at      Common
                                            Since January 1,     December 31,        Stock
                                                 2001              2001            Pledged as
1995 Employee Stock Purchase and Loan Plan        ($)               ($)             Security
---------------------------------------------------------------------------------------------

<S>                                                <C>               <C>              <C>
Francis C. Brown III                                 535,389           359,960         10,000
Karl T. Haas                                         264,543           254,392         10,000
Dean Jernigan                                      4,561,645         4,456,892        150,000
Christopher P. Marr                                  414,506           403,860         15,000
John W. McConomy                                     442,544           437,069         15,000
Richard B. Stern                                      97,293            95,080          3,000
Bruce F. Taub                                        293,211           288,999         10,000
Mark E. Yale                                         151,456           149,709          5,000
</TABLE>

                   1996 OFFICERS' STOCK OPTION LOAN PROGRAM

     The executive officers of the GP listed in the table below are indebted to
the Company for loans under the 1996 Officers' Stock Option Loan Program (the
"Program"), which was approved by the GP's Board of Directors effective December
16, 1996. The Program, which is administered by the Human Resources Committee,
generally allows certain executive officers of the GP to borrow, on a full
recourse basis, up to 75% of the difference between the fair market value of the
GP's common stock at the time of the loan and the exercise price of such
officer's unexercised, vested options. As provided in the Program, the loans are
evidenced by notes payable to the Company, bear interest at 7.7%, and are
collateralized by any shares of the GP common stock which may be obtained by
exercise of the options.

                   INDEBTEDNESS BY EXECUTIVES TO STORAGE USA
              UNDER THE 1996 OFFICERS' STOCK OPTION LOAN PROGRAM

<TABLE>
<CAPTION>
                                               Maximum                            Shares of
                                             Indebtedness      Indebtedness at     Common
                                            Since January 1,     December 31,       Stock
                                                 2001              2001           Pledged as
1995 Employee Stock Purchase and Loan Plan        ($)               ($)            Security
--------------------------------------------------------------------------------------------

<S>                                                <C>               <C>                 <C>
Dean Jernigan                                      750,000           750,000             --
Christopher P. Marr                                 75,000            75,000             --
</TABLE>

JOINT VENTURES

     In connection with the closing of the Company's joint venture with GE
Capital, the GE Capital entity participating in the joint venture, Storage
Ventures, LP, received warrants to purchase 1,250,000 shares of the GP's common
stock at an exercise price of $42.00 per share pursuant to the terms of a
Warrant Purchase Agreement dated November 30, 1999, which expire on November 30,
2004. None of the warrants issued to Storage Ventures, LP have been exercised.
Other than the joint venture relationship between Storage Ventures, LP and the
Company, there is no affiliation between these two parties. In connection with
the Warrant Purchase Agreement, Storage USA and Security Capital entered into an
agreement dated November 12, 1999, under which the Company agreed that in lieu
of Security Capital's participation rights under the Strategic Alliance
Agreement, Security Capital would have the right to participate in any issuance
of our capital stock under the Warrant Purchase Agreement to the same extent it
would have been entitled to do so under the Strategic Alliance Agreement.

                                      35

<PAGE>

LIMITED PARTNERSHIP AGREEMENTS

     The GP has entered into registration rights agreements with certain limited
partners of the operating partnership who contributed property to the operating
partnership in exchange for units in the operating partnership. Those agreements
require Storage USA to register with the SEC the shares of the GP's common stock
issuable on redemption of such units.

                                      36

<PAGE>

                                       PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

     The following documents are filed as a part of this report:
     (a)  Financial Statements and Schedules:

          1.  Financial Statements:

              See Index to Financial Statements below, which is incorporated
              herein by reference.

          2.  Financial Statement Schedules:

              Schedule III, Real Estate and Accumulated Depreciation as of
              December 31, 2001

              Schedule IV, Mortgage Loans on Real Estate as of December 31, 2001

          All other schedules have been omitted since the required information
          is presented in the financial statements and the related notes or is
          not applicable.

     (b)  Reports on Form 8-K

          On February 7, 2001, we filed a current report on Form 8-K. The
filing included information regarding legal proceedings discussed in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2000.

          On May 24, 2001, we filed a current report on Form 8-K. The
filing included information relating to our change in independent accountants,
from PricewaterhouseCoopers, LLP to Arthur Andersen, LLP for the fiscal year
ending December 31, 2001.

          On September 10, 2001, we filed a Current Report on Form 8-K. The
filing contained information related to the GP's September 10, 2001 press
release.

          On September 19, 2001, we filed a Current Report on Form 8-K. The
filing included information concerning our September 17, 2001 amendment of our
revolving line of credit agreement with a group of commercial banks.

          On October 9, 2001, we filed a Current Report on Form 8-K. The
filing contained information related to the GP's October 8, 2001 press release.

          On October 23, 2001, we filed a Current Report on Form 8-K. The
filing included information concerning our entering into an amended loan
agreement with a commercial bank effective October 16, 2001.

          On November 1, 2001, we filed a Current Report on Form 8-K. The
filing contained information related to the GP's October 31, 2001 press release.

          On November 5, 2001, we filed a Current Report on Form 8-K. The
filing related to the GP's October 31, 2001 press release.

          On November 7, 2001, we filed a Current Report on Form 8-K. The
filing contained information related to the GP's November 7, 2001 press release.

          On November 23, 2001, we filed a Current Report on Form 8-K. The
filing contained information related to the GP's November 21, 2001 press
release.

          On December 6, 2001, we filed a Current Report on Form 8-K. The
filing contained information related to the GP's December 5, 2001 press release.

          On January 18, 2002, we filed a Current Report on Form 8-K. The
filing contained information related to the GP's January 17, 2002 press release.

                                      37

<PAGE>

          On January 22, 2002, we filed a Current Report on Form 8-K. The
filing contained information related to the GP's January 21, 2002 press release.

          On February 1, 2002, we filed a Current Report on Form 8-K. The
filing contained information related to the GP's January 30, 2002 press release.

     (c)  Exhibits
          The exhibits are required by Item 601 of Regulation S-K are listed in
the Index to Exhibits, which is incorporated by reference.

                                      38

<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Description                                                                                           Page
-----------                                                                                           ----

<S>                                                                                                     <C>
Reports of Independent Accountants                                                                      40

Consolidated balance sheets as of December 31, 2001 and 2000                                            43

Consolidated statements of operations for the years ended December 31, 2001, 2000 and 1999              44

Consolidated statements of cash flows for the years ended December 31, 2001, 2000 and 1999              45

Consolidated statements of shareholders' equity for the years ended December 31, 2001, 2000 and 1999    46

Notes to consolidated financial statements                                                              47

Schedule III, real estate and accumulated depreciation as of December 31, 2001                          63

Schedule IV, mortgage loans on real estate as of December 31, 2001                                      76
</TABLE>

                                      39

<PAGE>

                               SUSA Partnership, LP

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
SUSA Partnership, L.P.:

     We have audited the accompanying consolidated balance sheet of SUSA
Partnership, L.P. (a Tennessee partnership) and its subsidiaries (the "Company")
as of December 31, 2001, and the related consolidated statements of operations,
cash flows and partners' capital for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

     We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of the Company as of December 31, 2001, and the results of its operations and
its cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States.

Arthur Andersen LLP

Memphis, Tennessee,
January 30, 2002
(except with respect to the matter discussed in Note 16, as to which the date
is March 13, 2002).

                                      40

<PAGE>

                             SUSA Partnership, Inc.

                    Report of Independent Public Accountants

To the Partners of
SUSA Partnership, L.P.:

     We have audited in accordance with auditing standards generally accepted in
the United States the financial statements of SUSA Partnership, L.P. and
subsidiaries, as of December 31, 2001 and for the year then ended included in
this Form 10-K, and have issued our report thereon dated January 30, 2002
(except with respect to the matters discussed in Note 16, as to which the date
is March 13, 2002). Our audit was made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The schedules listed under Item
14(a)2 are the responsibility of the Company's management and are presented for
purposes of complying with the Securities and Exchange Commission's rules and
are not part of the basic financial statements. These schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements, and, in our opinion, fairly state in all material respects the
financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.



Arthur Andersen LLP

Memphis, Tennessee,
January 30, 2002.







                                       41

<PAGE>

                               SUSA Partnership, L.P.

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
SUSA Partnership, L.P.

     In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the financial position of SUSA
Partnership, L.P. (the "Company") at December 31, 2000, and the results of its
operations and its cash flows for each of the two years in the period ended
December 31, 2000 in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Company's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Memphis, Tennessee
January 31, 2001

                                      42

<PAGE>

SUSA Partnership, L.P.
---------------------

<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS

December 31,                                                         2001            2000
------------------------------------------------------------------------------------------
(amounts in thousands, except unit data)

<S>                                                           <C>             <C>
Assets

Investments in storage facilities, at cost:                   $ 1,772,522     $ 1,710,725
Accumulated depreciation                                         (172,291)       (132,527)
------------------------------------------------------------------------------------------
                                                                1,600,231       1,578,198
Cash and cash equivalents                                           3,164           5,045
Advances and investments in real estate                           116,880         136,125
Other assets                                                       36,059          47,402
------------------------------------------------------------------------------------------
  Total assets                                                $ 1,756,334     $ 1,766,770
------------------------------------------------------------------------------------------

Liabilities & partners' capital

Notes payable                                                 $   600,000     $   600,000
Line of credit borrowings                                         158,900         168,333
Mortgage notes payable                                             64,351          66,845
Other borrowings                                                   30,923          38,804
Accounts payable and accrued expenses                              30,067          25,544
Dividends payable                                                  19,997          18,643
Rents received in advance                                          11,308          10,783
Deferred gain from contribution of self-storage facilities         37,175          37,175
Minority interest                                                     521             954
------------------------------------------------------------------------------------------
  Total liabilities                                               953,242         967,081
------------------------------------------------------------------------------------------
Limited common partnership units
  2,666,388 and 3,419,818 outstanding at redemption value         112,255         108,579

Commitments and contingencies

Partners' capital:

Preferred partnership units
  650,000 outstanding                                              65,000          65,000

Deferred compensation                                                (122)           (252)

General common partnership units
  28,278,104 and 27,019,095 outstanding                           634,354         637,672

Notes receivable - officers                                        (8,395)        (11,310)
------------------------------------------------------------------------------------------
  Total partners' capital                                         690,837         691,110
------------------------------------------------------------------------------------------
  Total liabilities & partners' capital                       $ 1,756,334     $ 1,766,770
------------------------------------------------------------------------------------------
</TABLE>

See Notes to Consolidated Financial Statements

                                      43

<PAGE>

SUSA Partnership, L.P.
----------------------

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS

For the years ended December 31,                                           2001         2000          1999
----------------------------------------------------------------------------------------------------------
(in thousands except per unit data)

<S>                                                                   <C>          <C>           <C>
Operating Revenues:
Rental and other property income                                      $ 282,065    $ 258,558     $ 247,242
Service and other income                                                 13,305        5,885         3,910
----------------------------------------------------------------------------------------------------------
Total operating revenues                                                295,370      264,443       251,152
----------------------------------------------------------------------------------------------------------

Operating Expenses:
Cost of property operations and maintenance                              72,235       64,902        59,819
Taxes                                                                    23,351       21,845        21,103
Costs of providing services                                               8,051        4,480         1,700
General & administrative                                                 20,314       13,715        14,168
Legal and other fees associated with the activities of the
  Special Committee of the Board of Directors                             2,999            -             -
Depreciation & amortization                                              41,649       39,460        35,145
----------------------------------------------------------------------------------------------------------
Total operating expenses                                                168,599      144,402       131,935
----------------------------------------------------------------------------------------------------------
Income from operations                                                  126,771      120,041       119,217
----------------------------------------------------------------------------------------------------------

Other Income (expense):
Interest expense, net                                                   (49,085)     (45,237)      (41,297)
----------------------------------------------------------------------------------------------------------
Income before minority interest and gain/(loss) on sale/exchange         77,686       74,804        77,920
Gain/(loss) on sale/exchange of self-storage facilities                    (291)       1,175           181
----------------------------------------------------------------------------------------------------------
Income before minority interest and distributions to
  Preferred Unitholders                                                  77,395       75,979        78,101
Minority interest                                                           (79)         (80)          (41)
----------------------------------------------------------------------------------------------------------
Income before distributions to Preferred Unitholders                     77,316       75,899        78,060
Distributions to Preferred Unitholders                                   (5,769)      (5,769)       (5,769)
===========================================================================================================
Net Income attributable to Common Unitholders                         $  71,547    $  70,130     $  72,291
===========================================================================================================
Per common unit:
Basic net income per unit                                             $    2.34    $    2.27     $    2.29
----------------------------------------------------------------------------------------------------------
Diluted net income per unit                                           $    2.31    $    2.26     $    2.28
----------------------------------------------------------------------------------------------------------
</TABLE>

See Notes to Consolidated Financial Statements

                                      44

<PAGE>

SUSA Partnership, L.P.
----------------------

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31,                                                      2001                2000               1999
---------------------------------------------------------------------------------------------------------------------------------
(in thousands)
<S>                                                                             <C>                <C>                 <C>
Operating activities:
Net income attributable to common unitholders                                   $   71,547         $    70,130         $   72,291
Adjustments to reconcile net income to net
 cash provided by operating activities:
    Depreciation and amortization                                                   41,649              39,460             35,145
    Minority interest and preferred unit dividends                                   5,848               5,849              5,810
    (Gain)/Loss on sale/exchange of self-storage facilities                            291              (1,175)              (181)
    Changes in assets and liabilities:
      Other assets                                                                   4,958              (3,083)            (8,311)
      Other liabilities                                                              4,893               4,444             (4,694)

---------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                          129,186             115,625            100,060
---------------------------------------------------------------------------------------------------------------------------------

Investing activities:

Acquisition and improvements of storage facilities                                 (21,337)            (30,120)          (109,484)
Proceeds from sale/exchange of storage facilities                                    8,539              21,682            144,952
Development of storage facilities                                                  (38,764)            (37,914)           (71,533)
Advances and investments in real estate                                            (11,286)            (10,475)           (40,359)
Proceeds from liquidation and distributions from advances
  and  investments in real estate                                                   31,110              11,323             41,904
Issuances of notes receivable                                                          (26)             (3,093)            (5,634)
Payments on notes receivable                                                         5,245               5,135             10,494
---------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                              (26,519)            (43,462)           (29,660)
---------------------------------------------------------------------------------------------------------------------------------

Financing activities:

Net borrowings/(repayments) under line of credit                                   (19,433)             62,833             34,738
Mortgage principal payments                                                         (1,404)             (2,274)            (4,031)
Other borrowings principal payments/payoffs                                         (8,861)             (4,200)            (6,131)
Payment of debt issuance costs                                                      (1,715)                (44)            (1,185)
Distributions to general partner                                                   (76,773)            (75,463)           (73,962)
Preferred unit dividends                                                            (5,769)             (5,769)            (5,336)
Limited partner distributions                                                       (9,137)             (9,627)            (9,712)
Distribution to minority interests                                                     (91)                (86)              (312)
Proceeds from issuance of partnership units to GP                                   17,227                 425              1,952
Repurchase of units from general partner                                                 -             (34,860)            (7,228)
Payments on notes receivable - officers                                              1,408                 248                166
Other financing transactions, net                                                        -                   -                (18)
---------------------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities                                             (104,548)            (68,817)           (71,059)
---------------------------------------------------------------------------------------------------------------------------------
Net change in cash and equivalents                                                  (1,881)              3,346               (659)
Cash and equivalents, beginning of period                                            5,045               1,699              2,358
---------------------------------------------------------------------------------------------------------------------------------
Cash and equivalents, end of period                                             $    3,164         $     5,045         $    1,699
---------------------------------------------------------------------------------------------------------------------------------

Supplemental schedule of non-cash activities:

Equity share of joint venture received for disposition of assets                         -               6,526               (596)
Notes received in consideration for facility sold                                        -               9,272                875
Common Stock issued in exchange for notes receivable and contributed
  To the Partnership in exchange for partnership units                                   -               1,057                  -
Partnership units received in payment of notes receivable                            1,507                 866                  -
Shares issued to Directors and contributed to the Partnership in exchange
  for partnership units                                                                160                 160                160
Storage facilities acquired in exchange for unsecured notes, deferred
 partnership unit agreements and capital leases                                          -               1,000              1,000
Restricted stock issued by GP                                                            -                   -                246
Storage facilities acquired in exchange for partnership units                            -                 203              4,948
Partnership Units exchanged for shares of GP common stock                           26,686               8,851              9,164
Issuance of warrants to GP                                                               -                   -                666
Restricted partnership units exchanged for shares of GP common stock                   247                   -                  -
Assumption of company-issued mortgages in acquisition                                    -              13,673                  -
                                                                               ===========       =============        ===========
</TABLE>

See Notes to Consolidated Financial Statements

                                      45

<PAGE>

<TABLE>
<CAPTION>
SUSA Partnership, L.P.
----------------------

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL

                                                                                           General
                                                          Preferred                         Common         Notes       Total
                                                        Partnership        Deferred    Partnership   Receivable-   Partners'
                                                            Capital    Compensation        Capital      Officers     Capital
============================================================================================================================
(amounts in thousands)
<S>                                                     <C>            <C>             <C>           <C>           <C>
Balance at December 31, 1998                            $    65,000    $          -    $   683,232   $  (11,389)   $ 736,843
============================================================================================================================

Capital contributions                                             -               -         12,000            -       12,000
Contribution of self-storage facilities in
  exchange for Units                                              -               -          4,948            -        4,948
Contribution of self-storage facilities in
  exchange for Units - deferred                                   -               -          1,000            -        1,000
Redemption of units by conversion to GP stock                     -               -         (9,164)           -       (9,164)
Issuance of Units to employees in
  exchange for notes receivable                                   -               -              -         (145)        (145)
Payments of notes receivable - officers                           -               -              -          166          166
Net income                                                        -               -         72,291            -       72,291
Distributions                                                     -               -        (84,748)                  (84,748)
Deferred compensation                                             -            (517)             -            -         (517)
Repurchase of Units                                               -               -         (7,228)           -       (7,228)
Warrants issued to GP                                             -               -            666            -          666
Adjustment to reflect limited partners' equity
  interest at redemption value                                    -               -         10,358            -       10,358
----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1999                                 65,000            (517)       683,355      (11,368)     736,470
============================================================================================================================

Capital contributions                                             -               -          9,623            -        9,623
Contribution of self-storage facilities in
  exchange for Units                                              -               -            203            -          203
Contribution of self-storage facilities in
  exchange for Units - deferred                                   -               -          1,000            -        1,000
Redemption of units by conversion to GP stock                     -               -         (8,851)           -       (8,851)
Issuance of Units to employees in
  exchange for notes receivable                                   -               -              -       (1,056)      (1,056)
Payments of notes receivable - officers                           -               -              -          248          248
Net income                                                        -               -         70,130            -       70,130
Distributions                                                     -               -        (84,916)                  (84,916)
Deferred compensation                                             -             265              -            -          265
Repurchase of Units                                               -               -        (34,860)         866      (33,994)
Adjustment to reflect limited partners' equity
  interest at redemption value                                    -               -          1,988            -        1,988
----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2000                                 65,000            (252)       637,672      (11,310)     691,110
----------------------------------------------------------------------------------------------------------------------------
Capital contributions                                             -               -         44,370            -       44,370
Redemption of units by conversion to GP stock                     -               -        (26,686)           -      (26,686)
Payments of notes receivable - officers                           -               -              -        1,408        1,408
Net income                                                        -               -         71,547            -       71,547
Distributions                                                     -               -        (87,263)           -      (87,263)
Deferred compensation                                             -             130              -            -          130
Repurchase of Units                                               -               -         (1,610)       1,507         (103)
Adjustment to reflect limited partners' equity
  interest at redemption value                                    -               -         (3,676)           -       (3,676)
----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2001                            $    65,000    $       (122)   $   634,354   $   (8,395)   $ 690,837
============================================================================================================================
</TABLE>

See Notes to Consolidated Financial Statements

                                      46

<PAGE>

SUSA Partnership, L.P.
----------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 ORGANIZATION

     SUSA Partnership, L.P. (the "Company and the "Partnership") was formed by
Storage USA, Inc. (the "GP"), general partner and holder of approximately 91%
of the interest therein, to acquire, develop, construct, franchise and own and
operate self-storage facilities throughout the United States. The GP is
structured as an umbrella partnership real estate investment trust ("UPREIT")
in which substantially all of the GP's business is conducted through the
Partnership. Under this structure, the Company is able to acquire self-storage
facilities in exchange for units of limited partnership interest in the
Partnership ("Units"), permitting the sellers to partially defer taxation of
capital gains. Under the terms of the of the partnership agreement, all
proceeds from the issuance of common stock by the GP are contributed to the
Partnership in exchange for Units. At December 31, 2001 and 2000, respectively,
the GP had an approximate 91.4% and 88.8% partnership interest in the
Partnership.

     In 1996, the Company formed Storage USA Franchise Corp ("Franchise"), a
Tennessee corporation. From the initial inception of Franchise until December
31, 2000, the Partnership owned 100% of its non-voting common stock, and
accounted for Franchise under the equity method. The Partnership included its
97.5% share of the profit or loss of Franchise in Service and Other Income as
part of income from equity investments, and its share of the net assets of
Franchise in other assets. On January 2, 2001, the Company acquired all of the
outstanding voting stock of Franchise for total consideration of $203 thousand.
The transaction was accounted for under the purchase method. The voting stock
was acquired from the Company's Chief Executive Officer and President in a
Board approved transaction. Accordingly, commencing in 2001, the Company
consolidates Franchise for accounting purposes. Also effective as of the
beginning of the year was the GP's election of Franchise as a taxable REIT
subsidiary ("TRS") under the REIT provisions of the Ticket to Work and Work
Incentives Improvement Act of 1999 ("the Act").

     At December 31, 2001, the Company owned and managed 558 self-storage
facilities containing approximately 37.9 million square feet located in 33
states and the District of Columbia.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

     The consolidated financial statements include the accounts of the Company
and SUSA Management. As described in Note 1 above, commencing in 2001, the
consolidated financial statements include the accounts of Franchise. The
Partnership accounted for Franchise under the equity method in 1999 and 2000,
and included its share of the earnings or loss of Franchise in Service and
Other Income. All intercompany balances and transactions have been eliminated.

USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.

SEGMENT REPORTING

     The "Property Operations" division is responsible for the operation of the
Company's owned and managed facilities. Property Operations represents the only
reportable segment of the Company. Performance for the division is measured
through evaluating total property revenues and property expenses exclusive of
general and administrative expenses and depreciation and amortization. All of
the Company's facilities are located in the United States.

FEDERAL INCOME TAXES

     No provision for income taxes is provided since all taxable income or loss
or tax credits are passed through to the partners.

     The GP operates so as to qualify to be taxed as a Real Estate Investment
Trust ("REIT") under the Internal Revenue Code of 1986, as amended (the
"Code"). Generally, a REIT that complies with the Code and distributes at least
90% of its taxable income to its shareholders does not pay federal tax on its
distributed income. Franchise, however, as a TRS, does pay federal income taxes.

CASH AND CASH EQUIVALENTS

     The Company considers all highly liquid debt instruments purchased with
maturity of three months or less to be cash equivalents.

                                       47

<PAGE>

REVENUE RECOGNITION

     Rental income is recorded when due from tenants. Rental income received
prior to the start of the rental period is deferred and included in rents
received in advance.

RENTAL AND OTHER PROPERTY INCOME

     Rental and Other Property Income consists of rental income plus other
income from property specific activities (sale of locks and packaging material,
truck rentals and ground rents for cellular telephone antenna towers and
billboards). A summary of these amounts follows:

<TABLE>
<CAPTION>

                                                     For the years ended December 31,
                                          -----------------------------------------------
                                                   2001          2000           1999
                                          -----------------------------------------------
                                                            (in thousands)
<S>                                         <C>             <C>              <C>

Rental income                               $   277,210     $    254,375     $    243,185
Other property specific income                    4,855            4,183            4,057
                                          -----------------------------------------------
Rental and other property income            $   282,065     $    258,558     $    247,242
                                          ===============================================

</TABLE>

SERVICE AND OTHER INCOME

     Service and Other Income consists of revenue derived from providing
services to third parties and related unconsolidated joint ventures, the
Company's proportionate share of the net income or loss of equity investments
and gains from the liquidation of Franchise's equity participations. The
services provided by the Company include the management of self-storage
facilities, general contractor, development and acquisition services provided
to the General Electric Capital Corporation ("GE Capital") Development and
Acquisition Ventures (the "GE Capital Ventures"), and services provided by
Franchise. The Company is reimbursed a fixed percentage of facility revenues
for providing management services to third parties and related unconsolidated
joint ventures. With the January 1, 2001 implementation of the REIT provisions
of the Act, taxable REIT subsidiaries gained the ability to provide
"non-customary" services to tenants. Accordingly, commencing in 2001, one of
the services being provided by Franchise is the offering to the Company's
customers direct access to tenant insurance, which insures their goods against
described perils. With the consolidation of Franchise, as described in Note 1
to the consolidated financial statements, tenant insurance income plus royalty
fees from franchisees are included in Franchise services income in 2001. Below
is a summary of Service and Other Income:

<TABLE>
<CAPTION>

                                                         For the years ended December 31,
                                                   -----------------------------------------
                                                       2001           2000           1999
                                                   -----------------------------------------
                                                                  (in thousands)

<S>                                                 <C>            <C>             <C>
Management fees                                     $   3,967      $   2,904       $   2,055
Acquisition, development and
  general contractor fees                                 806          1,884               -
Franchise services income                               4,267              -               -
Income from equity investments and other                4,265          1,097           1,855
                                                   -----------------------------------------
Total                                               $  13,305      $   5,885       $   3,910
                                                   =========================================
</TABLE>

INTEREST EXPENSE, NET

     Interest income and expense are netted together and the breakout of income
and expense is as follows:

                                     For the years ended December 31,
                             ----------------------------------------------
                                 2001             2000            1999
                             ----------------------------------------------
                                             (in thousands)
Interest income               $     9,739     $    13,413      $    13,078
Interest expense                  (58,824)        (58,650)         (54,375)
                             ----------------------------------------------
Net interest expense          $   (49,085)    $   (45,237)     $   (41,297)
                             ==============================================

     Interest is capitalized during the period of construction on accumulated
investments relating to the development of certain qualifying properties.
During 2001, 2000, and 1999, total cash paid by the Company for interest was
$63.0 million, $65.3 million, and $55.5 million, respectively, which includes
$3.7 million, $5.0 million, and $4.4 million, which was capitalized in 2001,
2000, and 1999, respectively.

                                       48

<PAGE>

INTEREST RATE MANAGEMENT AGREEMENTS

     On June 16, 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133 (SFAS 133), "Accounting for
Derivative Instruments and Hedging Activities," as amended, which was effective
for the Company as of January 1, 2001. This statement established standards for
accounting and reporting of derivative instruments. The Company periodically
enters into interest rate management agreements, including interest rate swaps
and caps, to manage interest rate risk associated with debt transactions and
with its variable rate line of credit. Since no such agreements were
outstanding as of December 31, 2000, the implementation of SFAS 133 did not
have a material impact on the Company's financial position or results of
operations. Additionally, no such agreements were entered into during 2001.

INVESTMENTS IN STORAGE FACILITIES

     Storage facilities are recorded at cost. Depreciation is computed using
the straight line method over estimated useful lives of 40 years for buildings
and improvements, and three to ten years for furniture, fixtures and equipment.
Expenditures for significant renovations or improvements that extend the useful
life of assets are capitalized. Repairs and maintenance costs are expensed as
incurred. Certain costs, principally payroll, directly related to real estate
development, are capitalized. Upon disposition, both the asset and accumulated
depreciation accounts are relieved, and the related gain or loss is credited or
charged to the income statement.

     If there is an event or a change in circumstances that indicates that the
basis of the Company's property may not be recoverable, the Company's policy is
to assess any impairment of value. Impairment is evaluated based upon comparing
the sum of the expected future cash flows (undiscounted and without interest
charges) to the carrying value of the asset. If the cash flow is less, an
impairment loss is recognized for the amount by which the carrying amount of
the asset exceeds the fair value of the asset.

MINORITY INTEREST

     Minority interest reflects the ownership interest of the limited partners
in several facilities in which the Partnership is the general partner. The
limited partners' share of the net income of the Partnership is charged to
minority interest expense and increases the Company's liability. Distributions
to the limited partners reduce the Company's liability.

RECLASSIFICATIONS

     Certain previously reported amounts have been reclassified to conform to
the current consolidated financial statement presentation with no impact on
previously reported net income or partners' capital.

NOTE 3 INVESTMENTS IN STORAGE FACILITIES

     Investments in Storage Facilities consisted of the following at December
31:

<TABLE>
<CAPTION>

                                                      2001               2000
                                              -------------------------------------
                                                         (in thousands)
<S>                                            <C>                   <C>
Land                                           $     427,939         $     418,507
Buildings and improvements                         1,251,544             1,197,701
Tenant improvements                                    7,725                 7,338
Furniture, fixtures and equipment                     48,877                42,525
Development in progress, including land               36,437                44,654
                                              -------------------------------------
Total                                              1,772,522             1,710,725
Less: accumulated depreciation                      (172,291)             (132,527)
                                              -------------------------------------
                                               $   1,600,231         $   1,578,198
                                              =====================================

</TABLE>

     The above cost balances include facilities acquired through capital leases
of $32.5 million at December 31, 2001 and $31.5 million at December 31, 2000.
Also included above is $26.7 million at December 31, 2001 and $22.8 million at
December 31, 2000 of corporate office furniture and fixtures. Accumulated
depreciation associated with the facilities acquired through capital leases was
$2.3 million at December 31, 2001 and $1.4 million at December 31, 2000.
Accumulated depreciation associated with corporate furniture and fixtures was
$10.3 million at December 31, 2001 and $6.5 million at December 31, 2000.

                                       49

<PAGE>

     The following summarizes activity during the periods:

                                              (in thousands)
                                             ----------------
Cost:
  Balance on December 31, 1999                 $   1,670,892
  Property acquisitions                               18,883
  Land acquisitions and development                   37,398
  Facility expansions                                  4,975
  Improvements and other                              14,357
  Properties exchanged/disposed                      (35,780)
                                             ----------------
  Balance on December 31, 2000                 $   1,710,725
                                             ================
  Property acquisitions                                9,333
  Land acquisitions and development                   24,301
  Facility expansions                                 14,463
  Improvements and other                              11,797
  Consolidation of Franchise assets                   11,575
  Properties exchanged/disposed                       (9,672)
                                             ----------------
  Balance on December 31, 2001                 $   1,772,522
                                             ================
Accumulated Depreciation:
  Balance on December 31, 1999                 $      94,538
  Additions during the period                         38,062
  Properties exchanged/disposed                          (73)
                                             ----------------
  Balance on December 31, 2000                 $     132,527
                                             ================
  Additions during the period                         40,395
  Consolidation of Franchise                             351
  Properties exchanged/disposed                         (982)
                                             ----------------
  Balance on December 31, 2001                 $     172,291
                                             ================

NOTE 4 ADVANCES AND INVESTMENT IN REAL ESTATE

     Advances and investments in real estate consisted of the following at
December 31,

                                         2001               2000
                                     ---------------------------------
                                              (in thousands)
Advances to franchisees              $    98,552         $    113,272
Fidelity joint venture                      (557)                (300)
GE Capital Ventures                       19,274               20,758
Other joint ventures                        (389)               2,395
                                     ---------------------------------
Total advances and investments       $   116,880         $    136,125
                                     =================================

ADVANCES

     During 1997, the Company began offering construction advances to
franchisees of Franchise to fund the development of franchised self-storage
facilities. Minimal loan commitments have been made under the program since
1999. The loans are collateralized by the property and have a term of up to
five years. Interest only is due on the loans during the first two years, with
amortization of principal commencing in the third year based upon a 25-year
schedule. Accordingly, limited principal is repaid during the loan term. The
Company advances the funds for construction and start-up costs at a market
interest rate based on a spread over the 30-day LIBOR rate or the prime rate
and adjusted monthly. Typically advances represent 70%-90% of the anticipated
cost of the project at the prime rate plus one half to one percentage point. In
consideration for coordinating the financing as well as other value derived by
the franchisee, Franchise typically receives an equity interest in the
facility. The equity interest typically allows Franchise to share in 40% to 45%
of the positive cash flows of the facility, and if sold, the sale of the
facility. Due to the Company's equity participation in the underlying projects,
all related activity is being accounted for as direct investments in and
advances to real estate

                                       50

<PAGE>

joint ventures, with current guidance regarding the appropriate recognition of
projects' profits and losses being followed by the Company. As of December 31,
2001, the Company is committed to advance an additional $1.2 million for
similar construction loans. Based upon management assessment of current and
historical loss experience, loan portfolio trends, prevailing economic and
business conditions, specific loan review and other relevant factors, the need
for impairment reserves associated with these advances is considered. No such
allowances have been established as of December 31, 2001 and 2000. The table
below summarizes certain information related to these advances:

<TABLE>
<CAPTION>

                                                                 December 31,
                                                            2001               2000
                                                     ---------------------------------
                                                                (in thousands)
                                                     <S>                 <C>
Advances (collateralized by first mortgages)         $     98,552        $    113,272
Interest rates at end of period                      4.75%-10.00%        8.00%-10.50%
Weighted average interest rate during period                7.60%               9.86%

</TABLE>

     Scheduled maturities of advances outstanding at December 31, 2001 are
$41.5 million in 2002, $50.9 million in 2003 and $6.2 million thereafter. Some
of these loans can be extended for an additional year at the option of the
franchisee.

JOINT VENTURES

Fidelity Venture

     On June 7, 1999, the Company formed a joint venture with Fidelity
Management Trust Company (the "Fidelity Venture"). The Company contributed 32
self-storage facilities with a fair value of $144.0 million to the Fidelity
Venture in return for a 25% interest and cash proceeds of approximately $131.0
million, representing Fidelity Management Trust Company's 75% interest in the
joint venture and the Company's proportionate share of proceeds from a $93.6
million non-recourse note obtained by the joint venture. The note is supported
by mortgages which are non-recourse to the joint venture partners and has a
fixed interest rate of 7.76%. The Company accounts for its investment in the
Fidelity Venture under the equity method. The Company's original basis in the
Fidelity Venture was equal to 25% of the Company's historical cost basis in the
self-storage facilities of approximately $91.2 million, less the approximate
$23.4 million in debt proceeds distributed from the joint venture. A $37.1
million gain on the transaction, net of disposition costs, was deferred until
such time the Company disposes of its interest in the Fidelity Venture or the
underlying properties are sold. Under the terms of the venture agreement, cash
flow from operations and liquidation of the venture will be distributed to each
member based on its proportionate equity interest. The Company manages the
Fidelity Venture and continues to operate all of the venture's assets for a
fee.

     The Company recognized $1.3 million in equity earnings from the Fidelity
Venture and $1.5 million in management fees for operating the venture's
properties in 2001, compared to $1.4 million and $1.4 million, respectively, in
2000. As of December 31, 2001 and 2000, the Company had recorded negative
investment balances in the Fidelity Venture of $557 thousand and $300 thousand,
respectively. The following table summarizes certain financial information
related to the Fidelity Venture:

<TABLE>
<CAPTION>

                                                     December 31,
                                      2001               2000            1999
                               ----------------------------------------------------
                                                   (in thousands)
<S>                            <C>                <C>                 <C>
Income Statement:
Property revenues              $    24,263        $    23,017         $     12,847
Property expenses                    8,727              7,566                3,939
Net operating income                15,536             15,451                8,908
Net income                           5,478              5,281                3,381

Balance Sheet:
Total assets                   $   143,592        $   147,918         $    149,475
Total third party debt              90,224             91,768               92,976

</TABLE>

GE Capital Ventures

     On December 1, 1999, the Company formed two joint ventures with GE Capital
providing for a total investment capacity of $400 million for acquisitions and
development of self-storage facilities. The Company has a 25% interest in the
$160 million Development Venture and a 16.7% interest in the $240 million
Acquisition Venture. All of the properties acquired and developed by the
ventures will be operated by Storage USA under a five-year management contract.
In addition to the property management, Storage USA will

                                       51

<PAGE>

provide certain fee-based services for the ventures, including identifying
suitable development and acquisition opportunities and general contractor
services. The Company accounts for these joint ventures under the equity method
of accounting.

     In 2000, the Company transferred nine projects that were in various stages
of development into the Development Venture, representing projected aggregate
total costs of $53.0 million. The projects were transferred to the Development
Venture at the Company's cost of $26.0 million. The Company received $19.9
million in cash, and recorded an investment in the venture of $6.5 million,
representing a 25% interest.

     Also in 2000, the Development Venture closed on a debt facility with a
commercial bank. Under this facility, the Development Venture can borrow up to
50% of the cost of each project. The borrowings are supported by mortgages
which are non-recourse to the joint venture partners, except for an
environmental indemnification and construction completion guaranty that the
Partnership will provide. The facility bears interest at various spreads over
the Eurodollar Rate. As of December 31, 2001, the Development Venture had eight
properties operating and one in design and construction.

     In 2000, the Acquisition Venture closed on a debt facility with a group of
commercial banks. Under this facility, the Acquisition Venture can borrow up to
50% of the lesser of the cost or appraised value of the acquired properties.
The facility is secured by those properties, and bears interest at various
spreads over LIBOR. During 2001, the Acquisition Venture acquired three
properties and leasehold interests in five others for a cost of approximately
$28.3 million, bringing the total number of operating properties within the
venture to fourteen. Of the properties acquired during 2001, seven are located
in the Boston metropolitan area and one is located in Northern New Jersey.

     In connection with the closing of these joint ventures, GE Capital
received warrants for the purchase of 1.25 million shares of Storage USA common
stock at $42 per share. These warrants may be exercised at any time within a
five-year period. The warrants are recorded at fair value on the date of
issuance based upon a Black-Scholes option-pricing model. There were also
investment advisory fees incurred in the closing of the GE Capital Ventures.
A total of $3.2 million has been paid, $1.7 million relating to the Development
Venture, and $1.5 million to the Acquisition Venture. The Company has also
funded approximately $900 thousand of cost over-runs included within the
Development Venture. All of these amounts are included in the Company's
recorded investment in the joint ventures.

     The Company has recognized certain fees related to the GE Capital Ventures
as summarized below:

                                        2001           2000
                                    --------------------------
                                          (in thousands)
Acquisition, development and
  general contractor fees           $      806      $    2,269
Management fees                            796             159
                                    --------------------------
                                    $    1,602      $    2,428
                                    ==========================
     In 2000, the Company recognized a $538 thousand loss in equity earnings
from the GE Capital Ventures. Included in this equity loss was amortization
relating to the difference between the Company's cost and the underlying equity
in the ventures' net assets. In 2001, the Company recognized a $480 thousand
loss in equity earnings from the GE Capital Ventures, including the related
amortization.

     As of December 30, 2001 and December 31, 2000, the Company had combined
recorded investments of $19.3 million and $20.8 million, respectively, in the
GE Capital Ventures. The following tables summarize certain financial
information related to the ventures for 2001 and 2000.

<TABLE>
<CAPTION>

                                                December 31, 2001                                   December 31, 2000
                               -------------------------------------------------------------------------------------------------
                                Development       Acquisition        Total GECC        Development   Acquisition     Total GECC
                                  Venture           Venture           Ventures           Venture       Venture        Ventures
                               -------------------------------------------------------------------------------------------------
<S>                                <C>            <C>               <C>             <C>              <C>            <C>
(in thousands)
Income Statement:
Property revenues                  $   2,300      $   11,034        $   13,334      $     423        $   2,332      $    2,755
Property expenses                      2,239           5,361             7,600            662            1,116           1,778
Net operating income                      61           5,673             5,734           (239)           1,216             977
Net income/(loss)                     (2,150)          1,007            (1,143)          (934)              98            (836)
Balance Sheet:
Total assets                       $  49,213      $   85,775        $  134,988      $  42,475        $  50,707      $   93,182
Total third party debt                24,309          29,462            53,771         19,727           22,215          41,942
Number of Operating Properties:            8              14                22              5                6              11

</TABLE>

                                       52

<PAGE>

Other Ventures

     The Partnership has equity interests in several single facility joint
ventures. Franchise has equity interests in a number of franchisee joint
ventures which are included in advances and investments in real estate. Prior
to 2001, these equity interests were included in other assets as part of the
Company's recording of its equity share of the overall net assets of Franchise.

NOTE 5 OTHER ASSETS

     Other assets consist of the following at December 31:

                                                        2001        2000
                                                  -------------------------
                                                        (in thousands)
Deposits                                            $    2,710   $    4,449
Accounts receivable                                      4,401        4,192
Mortgages receivable                                       520        2,700
Notes receivable                                         3,921        6,389
Other receivables                                       10,133        7,760
Advances and investments in Franchise                        -        9,464
Deferred costs of issuances of unsecured notes
   (net of amortization)                                 7,729        8,291
Other                                                    6,645        4,157
                                                  -------------------------
Total                                               $   36,059   $   47,402
                                                  =========================

     Deferred financing costs are amortized using the interest method over the
terms of the related debt.

NOTE 6 BORROWINGS

     The following is a debt maturity schedule as of December 31, 2001:

<TABLE>
<CAPTION>
                               2002          2003          2004            2005          2006     Thereafter
                        ------------------------------------------------------------------------------------
                                                         (in thousands)
<S>                      <C>            <C>          <C>            <C>             <C>           <C>
Notes payable            $        -     $ 100,000    $        -     $         -     $ 100,000     $  400,000
Mortgage note payables        1,542         1,696        23,367           6,064        17,156         10,146
                        ------------------------------------------------------------------------------------
Total payments due       $    1,542     $ 101,696    $   23,367     $     6,064     $ 117,156     $  410,146
                        ====================================================================================

</TABLE>

NOTES PAYABLE

     The Partnership has issued various fixed rate senior unsecured notes (the
"Notes") due on various dates.  The Notes are redeemable at any time at the
option of the Partnership in whole or in part, at a redemption price equal to
the sum of: (a) the principal amount of the Notes being redeemed plus accrued
interest or (b) a "make-whole" amount as more fully defined in the Notes'
prospectus. The Notes are not subject to any mandatory sinking fund and are an
unsecured obligation of the Partnership. The Notes contain various covenants
restricting the amount of secured and unsecured indebtedness the Partnership
may incur. The amounts, maturities and interest rates of the Notes are as
follows:

             December 31,
-----------------------------------
      2001                 2000             Maturity         Interest
---------------------------------------------------------------------
              (in thousands)
  $     100,000         $   100,000      November, 2003         7.13%
        100,000             100,000      July, 2006             6.95%
        100,000             100,000      December, 2007         7.00%
        100,000             100,000      June, 2017             8.20%
        100,000             100,000      July, 2018             7.45%
        100,000             100,000      December, 2027         7.50%
-----------------------------------
  $     600,000         $   600,000
===================================

                                       53

<PAGE>

     The proceeds from the issuances of the Notes were used to fund the
purchase of acquisitions and repay debt incurred under the revolving lines of
credit discussed below, which are used to finance the acquisition and
development of self-storage facilities and for working capital.

LINE OF CREDIT BORROWINGS

     During 2001, the Company amended its revolving line of credit with a group
of commercial banks.  Under the amended credit agreement, the Company can
borrow up to $225 million at a spread over LIBOR of 115 basis points.  This
line of credit will mature on September 17, 2004 and includes a one-year
extension option.  The Company also amended its $40 million line of credit with
a commercial bank.  This amended line of credit will mature on July 31, 2002.
Franchise can borrow under a $10 million line of credit with a commercial bank,
which matures on December 29, 2002 and is renewable at that time.  The lines
bear interest at various spreads of LIBOR.  None of these agreements have
compensating balance requirements.  The agreements impose several limitations
on the Company.  The most restrictive of these requires the Company to maintain
minimum levels of debt service coverage and limits the level of the Company's
total borrowings as a percentage of its assets.  The following table lists
additional information about the lines of credit.

<TABLE>
<CAPTION>
                                                                              2001                           2000
                                                        --------------------------------------------------------------
                                                         SUSA                                                SUSA
                                                        Partnership      Franchise           Total         Partnership
----------------------------------------------------------------------------------------------------------------------
(in thousands)
<S>                                                     <C>              <C>              <C>              <C>
Total lines of credit at December 31                    $   265,000      $   10,000       $   275,000      $   240,000
Borrowings outstanding at December 31                       150,900           8,000           158,900          168,333
Weighted average daily borrowing during year                167,593           9,946           177,539          156,093
Maximum daily borrowing during year                         191,222          10,000           201,222          194,283
Weighted average daily interest rate during the year          5.42%           5.37%             5.42%            7.68%
</TABLE>

MORTGAGE NOTES PAYABLE

     Mortgage notes payable consist of the following at December 31:

<TABLE>
<CAPTION>
                                                         2001
                             ------------------------------------------------------------
                                  Face             Assets       Maturity    Interest Rate
                                 Amount          Encumbered      Range         Range
                             ------------------------------------------------------------
                                                    (in thousands)
<S>                            <C>              <C>            <C>           <C>
Conventional fixed rate        $   54,889       $   146,193    2004-2021     8.1%-11.5%
Conventional variable rate          5,082            11,279    2006-2016     5.6%-8.5%
                             ------------------------------------------------------------
                               $   59,971       $   157,472
Total premiums                      4,380
                             ------------
Mortgage notes payable         $   64,351
                             ============
</TABLE>

<TABLE>
<CAPTION>
                                                         2000
                             ------------------------------------------------------------
                                  Face             Assets       Maturity    Interest Rate
                                 Amount          Encumbered      Range         Range
                             ------------------------------------------------------------
                                                    (in thousands)
<S>                            <C>              <C>            <C>           <C>
Conventional fixed rate        $   56,152       $   146,044    2001-2021     8.1%-11.5%
Conventional variable rate          5,223            11,244    2006-2016     7.9%-9.0%
                             ------------------------------------------------------------
                               $   61,375       $   157,288
Total premiums                      5,470
                             ------------
Mortgage notes payable         $   66,845
                             ============
</TABLE>

     Certain mortgages were assumed at above market interest rates.  Premiums
were recorded upon assumption and amortized using the interest method over the
terms of the related debt.

                                       54

<PAGE>

OTHER BORROWINGS

     Other borrowings consisted of the following at December 31:

<TABLE>
<CAPTION>
                                            2001                                     2000
                               Face        Carry         Imputed       Face          Carry       Imputed
                              Amount       Value           Rate       Amount         Value         Rate
                             ---------------------------------------------------------------------------
                                                            (in thousands)
<S>                           <C>         <C>              <C>       <C>           <C>             <C>
Non-interest bearing notes    $      -    $       -        0.00%     $   5,150     $   4,902       7.50%
Deferred units                   7,500        7,147        7.50%        11,000        10,005       7.50%
Capital leases                       -       23,776        7.50%             -        23,897       7.50%
                             ---------------------------------------------------------------------------
                              $  7,500    $  30,923                  $  16,150     $  38,804
                             ======================                  =======================
</TABLE>

     During 1998, the Company issued $15.2 million of unsecured, non-interest
bearing notes in exchange for interest in self-storage facilities.  These notes
were issued at various maturities through 2001, and accordingly were paid off
in full during the course of 2001.  The Company also consummated deferred unit
agreements totaling $13.0 million in exchange for interest in self-storage
facilities.  These agreements contained various maturities through 2002, at
which time Units were to be issued to satisfy the agreements.  In 2001, the
issuers of the deferred unit agreement elected to receive $3.5 million in cash,
rather than their scheduled Units.  In February 2002, the issuers accepted
early payment of the balance of the debt, and again elected to receive cash
instead of Units.  The early payment, originally due September 2002, totaled
$7.2 million.  During 1998, the Company signed a lease agreement on several
self-storage facilities.  The lease is being accounted for as a capital lease.
An initial deposit of $7.6 million was made at the time of closing and minimum
lease payments totaling $9.2 million will be paid to the lessor through 2003 at
which time the Company has the option to purchase the facilities for $29.0
million.  If the Company does not exercise this option the Lessor has the
option to sell the facilities to the Company for $29.3 million.  Future minimum
lease payments broken out between principal and interest by maturity are shown
below.

                                      2002          2003
                                ----------------------------
                                        (in thousands)
Principal                          $        296    $  23,480
Interest                                  1,772        1,168
                                ----------------------------
Future minimum lease payment       $      2,068    $  24,648
                                ============================

NOTE 7 INCOME PER UNIT

     Basic and diluted income per common unit is calculated by dividing net
income attributed to common unitholders by the appropriate weighted average
common units as presented in the following table:

<TABLE>
<CAPTION>
                                                                For the Year Ended December 31,
                                                                2001                  2000                  1999
                                                         -------------------------------------------------------
                                                                (dollars and units in thousands)
<S>                                                       <C>                 <C>                 <C>
Basic net income per common unit:
  Net income attributable to common unitholders           $     71,547        $     70,130        $       72,291
  Basic weighted average common units outstanding               30,603              30,833                31,602
                                                         -------------------------------------------------------
  Basic net income per common unit                        $       2.34        $       2.27        $         2.29
                                                         =======================================================
Diluted net income per common unit:
  Net income attributable to common unitholders           $     71,547        $     70,130        $       72,291
  Basic weighted average common units outstanding               30,603              30,833                31,602
  Dilutive effect of GP stock options                              413                 117                    70
                                                         -------------------------------------------------------
  Diluted weighted average common units outstanding             31,016              30,950                31,672
                                                         -------------------------------------------------------
  Diluted net income per common unit                      $       2.31        $       2.26        $         2.28
                                                         =======================================================

</TABLE>

                                       55

<PAGE>

NOTE 8 FINANCIAL INSTRUMENTS

     The Company's carrying amounts and fair value of its financial instruments
were as follows as of December 31:

<TABLE>
<CAPTION>
                                                        2001                         2000
                                             -------------------------------------------------------
                                               Carrying                   Carrying
                                                value       Fair value      value        Fair value
                                             -------------------------------------------------------
<S>                                           <C>           <C>             <C>           <C>
                                                                  (in thousands)
Cash and cash equivalents                     $    3,164    $     3,164     $    5,045    $    5,045
Advances (collateralized by first mortgage)       98,552         98,552        113,272       113,272
Line of credit borrowings                        158,900        158,900        168,333       168,333
Mortgage notes payable                            64,351         63,346         66,845        66,304
Notes payable                                    600,000        565,070        600,000       559,381
                                             -------------------------------------------------------

</TABLE>

     The Company, in determining the fair values set forth above, used the
following methods and assumptions:

ADVANCES

     Advances accrue interest based on a spread over the 30-day LIBOR rate or
the prime rate and are adjusted monthly and therefore fair value approximates
carrying value.

MORTGAGE AND NOTES PAYABLE AND LINE OF CREDIT BORROWINGS

     The Company's line of credit borrowings bear interest at variable rates
and therefore cost approximates fair value. The fair value of the mortgage and
notes payable were estimated using discounted cash flow analysis, based on the
Company's current incremental borrowing rate at December 31, 2001 and 2000, for
similar types of borrowing arrangements.

NOTE 9 COMMITMENTS AND CONTINGENCIES

LEASE AGREEMENTS

     The Company has various lease agreements for office space. Total future
minimum rental payments and corresponding revenues from subtenant payments are
outlined below:

                      2002        2003     2004     2005     2006    thereafter
                   ------------------------------------------------------------
                                            (in thousands)
Lease payments        $3,422      $2,933   $2,878   $2,914   $2,925     $25,516
Sublease income        1,329       1,228    1,226      961      975       8,337
                   ------------------------------------------------------------
                      $2,093      $1,705   $1,652   $1,953   $1,950     $17,179
                   ============================================================

Rental expense under these operating leases approximated $3.8 million in 2001,
$2.8 million in 2000, and $1.2 million in 1999.  Corresponding sublease income
totaled $855 thousand in 2001 and $824 thousand in 2000.  There was no sublease
income in 1999.

CONSTRUCTION FINANCING

     The Company is committed to advance an additional $1.2 million in
construction financing to franchisees of Franchise as described in Note 4.  The
Company is also a limited guarantor on the financing of three open and
operating projects in which Franchise has either a partnership interest or an
option to purchase the facility at various times after completion. Under the
terms of the guarantee, the Company has the option, upon notice by the
financial institution of an event which would require payment by the Company
under the guarantee, of (a) purchasing the note and all related loan documents
without recourse or (b) payment of the guarantee. At December 31, 2001, the
Company was guarantor on $6.4 million of these financing arrangements, of which
$368 thousand was outstanding.

REDEMPTION OF UNITS

     At December 31, 2001, there were 2.7 million Units outstanding. These Units
are redeemable, at the option of the Limited Partners, beginning on the first
anniversary of their issue, for amounts equal to the then fair market value of
their Units ($112.2 million redeemable at December 31, 2001, based upon a price
per Unit of $42.10 at December 31, 2001) payable by the Company in cash or, at
the option of the GP, in shares of the GP's common stock at the exchange ratio
of one share for each Unit.

                                       56

<PAGE>

NOTE 10 DISTRIBUTIONS (UNAUDITED)

     The Company distributed the following amounts per unit to holders of
common Units during 2001, 2000 and 1999.

                    2001          2000         1999
               ---------------------------------------
Distributions   $   2.84      $   2.76     $   2.68

NOTE 11 PARTNERS' CAPITAL

STOCK-BASED COMPENSATION PLAN

     The GP applies Accounting Principles Board Opinion No. 25 "Accounting for
Stock Issued to Employees" ("APB 25") and related interpretations in accounting
for its stock-based compensation plan. In accordance with Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), the GP elected to continue to apply the provisions
of APB 25. However, pro forma disclosures as if the GP adopted the cost
recognition provisions of SFAS 123 are required and are presented below along
with a summary of the plan and awards.

     The shareholders of the GP have approved and the GP has adopted the
Storage USA, Inc. 1993 Omnibus Stock Plan (the "Plan"). The GP has granted
options to certain directors, officers and key employees to purchase shares of
the GP's common stock at a price not less than the fair market value at the
date of grant. Options granted to employees generally vest over a three to five
year period.  There are 4 million shares available to be issued under the Plan.

     Generally, the optionee has up to ten years from the date of the grant to
exercise the options. Plan activity follows:

<TABLE>
<CAPTION>
                                             Number of      Exercise      Weighted average
                                              options      price range     exercise price
                                       ----------------------------------------------------
<S>                                         <C>         <C>                  <C>
Options outstanding December 31, 1998       1,968,345   $  21.75-$40.3125    $32.87
Exercisable at end of year                    771,982   $  21.75-$40.3125    $30.59
 Granted                                      800,129   $  27.5625-31.875    $33.09
 Exercised                                    (79,000)  $    31.75-$31.00    $24.30
 Cancelled                                    (93,026)  $  38.875-$38.875    $38.75

Options outstanding December 31, 1999       2,596,448   $  21.75-$40.3125    $31.66
Exercisable at end of year                  1,039,079   $  21.75-$40.3125    $32.63
 Granted                                      498,853   $ 28.3125-$30.875    $28.36
 Exercised                                    (17,188)  $    21.75-$29.50    $24.54
 Cancelled                                   (392,841)  $27.5625-$39.4375    $31.97

Options outstanding December 31, 2000       2,685,272   $  21.75-$40.3125    $31.07
Exercisable at end of year                  1,206,611   $  21.75-$40.3125    $32.52
 Exercised                                   (531,631)  $  21.75-$39.6875    $32.29
 Cancelled                                   (261,540)  $  21.75-$40.3125    $30.00

Options outstanding December 31, 2001       1,892,101   $  21.75-$40.3125    $30.50
Exercisable at end of year                    858,091   $  21.75-$40.3125    $31.80
</TABLE>

                                       57

<PAGE>

     The following table provides additional information about the options
outstanding and exercisable at December 31, 2001:

<TABLE>
<CAPTION>
                                             Options outstanding                          Options exercisable
                            ----------------------------------------------------------------------------------------
                            Outstanding      Weighted average        Weighted          Exercisable      Weighted
                               as of            remaining             average            as of           average
Range of exercise prices    Dec. 31, 2001    contractual life       exercise price    Dec. 31, 2001   exercise price
--------------------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>                     <C>               <C>             <C>
$21.7500 - $25.4625               139,000         2.37                    $22.1601          139,000         $22.1601
$25.4626 - $29.1750               966,127         8.20                    $27.8820          196,432         $27.8862
$29.1751 - $32.8875               245,211         6.75                    $29.7340          123,306         $29.7801
$32.8876 - $36.6000               119,044         6.09                    $34.6639           66,444         $34.3616
$36.6001 - $40.3125               422,719         5.79                    $38.4869          332,909         $38.3773
                            ----------------------------------------------------------------------------------------
                                1,892,101         6.91                    $30.4976          858,091         $31.8024
                            ========================================================================================
</TABLE>

     The GP has utilized a Black-Scholes option-pricing model with the
following assumptions in order to estimate the fair value of its stock options.
There were no stock options granted in 2001.

                                                    2000      1999
                                                  -----------------
Risk-free interest rates                            5.77%     6.35%
Estimated dividend yields                           9.26%     8.86%
Volatility factors of the expected market price
of the Company's common shares                     23.42%    22.80%
Expected life of the options (years)                   7         7
Weighted average fair value                       $ 2.36    $ 3.35

     The following pro forma disclosures were computed assuming the fair value
of the options is amortized to compensation expense over the vesting period of
the options:

<TABLE>
<CAPTION>
                                                                 2001         2000          1999
                                                            --------------------------------------
                                                             (in thousands, except per unit data)
<S>                                                          <C>          <C>           <C>
Pro forma compensation expense                               $  1,464     $  1,203      $  1,063
Pro forma net income attributable to common unitholders      $ 70,083     $ 68,927      $ 71,228
Pro forma basic net income per common unit                   $   2.29     $   2.24      $   2.25
Pro forma diluted net income per common unit                 $   2.26     $   2.23      $   2.25
</TABLE>

EMPLOYEE STOCK PURCHASE AND LOAN PLAN

     As of December 31, 2001, the GP has issued 558 thousand shares of its
common stock under the 1995 Employee Stock Purchase and Loan Plan. Pursuant to
the terms of the plan, the GP and certain officers entered into stock purchase
agreements whereby the officers purchased common stock at the then current
market price. The GP provides 100% financing for the purchase of the shares
with interest rates ranging from 5.8% to 9.2% per annum payable quarterly. The
underlying notes have personal guarantees and are collateralized by the shares
and mature between 2002 and 2007.

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

     In 1995, the GP adopted the Dividend Reinvestment and Stock Purchase Plan.
Under the plan, the GP offers holders of its common stock the opportunity to
purchase, through reinvestment of dividends or by additional cash payments,
additional shares of its common stock.  The shares of common stock for
participants may be purchased from the GP at the greater of the average high
and low sales price or the average closing sales price on the investment date
or in the open market at 100% of the average price of all shares purchased for
the plan.  During 2001, 2000 and 1999, 5,222, 7,603, and 3,813 shares,
respectively, were issued under the plan.

STOCK PURCHASE AGREEMENT

     On March 1, 1996, the GP entered into a Stock Purchase Agreement with
Security Capital U.S. Realty (U.S. Realty) to purchase shares of the GP's
common stock.  On March 19, 1996, U.S. Realty also executed a Strategic
Alliance Agreement and a Registration Rights Agreement with the GP, which has
subsequently been amended.  The Strategic Alliance Agreement generally provides
that U.S. Realty may nominate a number of directors to the GP's Board of
Directors proportionate to its ownership of the GP's common stock and provides
certain restrictions on further acquisition or sales of the GP's common stock
as well as certain restrictions on the GP.  On January 16, 2001, SC Realty
Corporation, an indirect wholly-owned subsidiary of Security Capital Group
Incorporated
                                       58

<PAGE>

("Security Capital") acquired all outstanding shares of the GP's common stock
owned by U.S. Realty.  As of December 31, 2001, three nominees of Security
Capital serve on the GP's Board of Directors.  During 2001, we paid Security
Capital or its affiliates $175 thousand for various services received by the
Company during the year.  The payments included $152 thousand for insurance
related services and $23 thousand for real estate research and contingent
property tax reduction fees.

GENERAL PARTNER CONTRIBUTIONS

     In 1997, the GP issued 2,461,000 shares of common stock for an aggregate
purchase price of $90.4 million.  The proceeds from these issuances were
contributed to the Partnership in exchange for additional Units. The
Partnership used the net proceeds to repay debt incurred under its revolving
lines of credit to finance the acquisitions of self-storage facilities and for
working capital.

     In December of 1999, the GP announced a Board authorized plan to
repurchase up to 5% of its common shares outstanding through open market and
private purchases.  The plan was completed in 2000, with 1.2 million shares
purchased at a cost of $34.9 million in 2000, and 250 thousand shares at a cost
of $7.2 million in 1999.  The total 1.4 million shares acquired under the plan
were purchased at an average price of $30 per share, representing a total
purchase price of $42.1 million.

NOTE 12 PREFERRED UNITS

     On November 12, 1998, the Partnership issued 650,000 units of $100 par
value 8.875% Cumulative Redeemable Preferred Partnership Units (the "Preferred
Units") valued at $65 million in a private placement. The Partnership has the
right to redeem the Preferred Units after November 1, 2003 at the original
capital contribution plus the cumulative priority return to the redemption date
to the extent not previously distributed.  The Preferred Units are exchangeable
for 8.875% Series A Preferred Stock of the Company, on or after November 1,
2008 (or earlier upon the occurrence of certain events) at the option of 51% of
the holders of the Preferred Units.

NOTE 13 POST EMPLOYMENT BENEFIT PLAN

     The Company contributes to a 401(k) savings plan (a voluntary defined
contribution plan) for the benefit of employees meeting certain eligibility
requirements and electing participation in the plan.  Each year through 1999,
the Company was obligated to make a matching contribution on the employee's
behalf equal to 50% of the participant's contribution to the plan, up to 2% of
the participant's compensation.  Additionally, Company profit sharing
contributions to the plan were determined annually by the Company.  Plan
changes effective January 1, 2000 eliminate the discretionary profit sharing
contributions, but increase the matching contributions. The Company is now
obligated to make a matching contribution on the employee's behalf equal to
100% of the first 3% of employee deferrals plus 50% of the next 2% (up to 5%),
for a total potential match of 4%, if the employee contributes 5%.  Company
contributions totaled $786 thousand, $2.0 million, and $969 thousand during
2001, 2000 and 1999, respectively.  $571 thousand of the 2000 total reflects
additional contributions relating to a Voluntary Compliance Resolution filed
with the I.R.S. for plan years 1994 through 1998.

NOTE 14 RECENT ACCOUNTING DEVELOPMENTS

     The FASB has recently issued Statements of Financial Accounting Standards
No.  141, "Business Combinations", and No. 142, "Goodwill and Other Intangible
Assets". Both of these statements will be effective for fiscal year 2002.  Due
to the limited amount of goodwill and other intangibles that have been
previously booked by the Company, the adoption of these statements is not
expected to have a material impact on the Company's financial position or
results of operations.

     The FASB has also issued Statements of Financial Accounting Standards No.
143, "Accounting for Asset Retirement Obligations" ("SFAS 143") and No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144").
SFAS 143 addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs and will be not be effective until fiscal year 2003.
SFAS 144 addresses financial accounting and reporting for the impairment or
disposal of long-lived assets and will be effective for fiscal year 2002.  Under
this statement, the Company will be required to account for the sale of self-
storage facilities as discontinued operations, and not as a part of ongoing
operations. The initial adoption of both of these statements is not expected to
have a material impact on the Company's financial position or results of
operations.

                                       59

<PAGE>

NOTE 15 QUARTERLY FINANCIAL DATA (UNAUDITED)

     The following is a summary of quarterly results of operations for 2001 and
2000:

<TABLE>
<CAPTION>
                                                 First      Second      Third       Fourth
2001                                            quarter     quarter     quarter     quarter
--------------------------------------------------------------------------------------------
                                                   (in thousands, except per unit data)
<S>                                             <C>         <C>         <C>         <C>
Revenue                                         $ 68,507    $ 74,233    $ 76,009    $ 76,621
Net income attributable to common unitholders   $ 15,718    $ 19,190    $ 20,629    $ 16,010
Basic net income per common unit                $   0.52    $   0.63    $   0.68    $   0.51
Diluted net income per common unit              $   0.51    $   0.62    $   0.67    $   0.51
</TABLE>

<TABLE>
<CAPTION>
                                                 First      Second      Third       Fourth
2000                                            quarter     quarter     quarter     quarter
--------------------------------------------------------------------------------------------
                                                   (in thousands, except per unit data)
<S>                                             <C>         <C>         <C>         <C>
Revenue                                         $ 61,868    $ 65,555    $ 70,605    $ 66,415
Net income attributable to common unitholders   $ 16,584    $ 17,004    $ 18,984    $ 17,558
Basic net income per common unit                $   0.53    $   0.55    $   0.62    $   0.57
Diluted net income per common unit              $   0.53    $   0.55    $   0.62    $   0.56
</TABLE>

NOTE 16 LEGAL PROCEEDINGS

     Grunewald v. Storage USA, Inc.  On July 22, 1999, a purported statewide
class action was filed against the GP and Partnership in the Circuit Court of
Montgomery County, Maryland, under the style Ralph Grunewald v. Storage USA,
Inc. and SUSA Partnership, L.P., case no. 201546V, seeking recovery of certain
late fees paid by tenants and an injunction against further assessment of
similar fees.  The Company filed a responsive pleading on September 17, 1999,
setting out its answer and affirmative defenses.  The Company believes that it
has defenses to the claims in the suit and intends to vigorously defend it.
The Plaintiff filed a Motion for Partial Summary Judgment and a Motion for
Class Certification, but before the Company was required to respond to these
motions, the case was stayed until 30 days after the conclusion of appellate
proceedings in an unrelated case, not involving the Company, challenging the
constitutionality of a new statute passed by the Maryland legislature relating
to late fees. While an estimate of the possible loss or range of losses cannot
be currently made, we do not believe this case will have any material adverse
effect upon the Company's financial position.  However, if, during any period,
the potential contingency should become probable, the results of operations in
such period could be materially affected.

     In Re Storage USA, Inc. Shareholder Litigation.  Seven putative class
action lawsuits were filed on or about November 6 and 8, 2001, by alleged
shareholders of the GP in the Chancery Court of Memphis, Tennessee.  An
additional suit was filed in the Chancery Court of Davidson County.  On
December 14, 2001, a Consent Order was entered providing for the consolidation
of the Shelby County actions and similar actions thereafter filed, the
designation of lead plaintiffs' counsel and the filing of a Consolidated and
Amended Class Action Complaint.  The Order further provides that upon transfer
of the Davidson County action to Shelby County, that action will be
consolidated with those in Shelby County.

     On December 17, 2001, lead plaintiffs' counsel filed a putative
Consolidated and Amended Class Action Complaint in the Chancery Court of Shelby
County. The defendants named in that complaint are the GP, each of the Directors
of the GP, Security Capital, Storage USA Trust and the Partnership. The
complaint alleges, among other things, that the individual defendants have
breached their fiduciary duties to shareholders by structuring the purchase and
sale agreement so as to deprive themselves of the ability to consider certain
possible competing proposals and by delegating to Security Capital the authority
to set the parameters for acceptance or rejection of any offer of superior value
for the GP, thereby depriving plaintiffs of the true value of their investment
in the GP. The complaint also alleges that Security Capital breached fiduciary
duties to other shareholders of Storage USA and failed to treat those
shareholders with entire fairness. On December 19, 2001, plaintiffs filed a
Motion for Preliminary Injunction seeking, among other things, to enjoin the
proposed transactions between Security Capital and the GP, or in the
alternative, to declare certain sections of the purchase and sale agreement
between Security Capital and the GP invalid and void, and if the
transactions are consummated, to rescind them and recover rescissionary and
other damages suffered by the plaintiffs as a result of the transactions.

     Following negotiations subsequent to the announcement of the transactions,
on January 17, 2002, the parties to the litigation entered into a memorandum of
understanding setting forth an agreement in principle with respect to the
settlement of the purported class actions.  As part of the settlement, Security
Capital agreed to increase the consideration to be paid in the transactions to
the GP's shareholders from $42.00 to $42.50 per share.

     In the memorandum of understanding the parties to the litigation agreed to
use their best efforts to execute as soon as practicable final settlement
documentation as may be required in order to obtain final court approval of the
settlement, the dismissal of the actions and the release of all claims against
the defendants, in accordance with the terms of the memorandum of understanding.
In addition to
                                       60

<PAGE>

court approval, consummation of the settlement is subject to the completion by
the plaintiffs of confirmatory discovery reasonably satisfactory to plaintiffs'
counsel and to consummation of the transactions.

     The increase from $42.00 to $42.50 in the cash consideration payable to the
GP's shareholders and limited partners of the Partnership was negotiated at
arm's length in a series of discussions between representatives of plaintiffs'
counsel and counsel for Security Capital, in which a financial expert retained
by plaintiffs' counsel and representatives of Security Capital's financial
advisor also participated.

     In connection with the settlement, the parties to the purchase and sale
agreement entered into the letter agreement amending the purchase and sale
agreement to provide that all references in the purchase and sale agreement to
$42.00 will for all purposes be deemed references to $42.50. Regardless of
whether court approval of the settlement is obtained prior to consummation of
the transactions or the other conditions to the settlement are satisfied, the
GP's shareholders will receive the increased consideration if the transactions
are consummated.

     In the event that the court approves the proposed settlement in accordance
with its terms, members of the class defined in the settlement will be deemed to
have released all claims they had or may have had with respect to the
transactions and related matters as reflected in the settlement agreement and
proposed final judgment, and will accordingly be barred from asserting any such
claims in judicial proceedings. Members of the class defined in the settlement
consist of public shareholders of the GP (other than Security Capital and its
affiliates) at any time during the period from September 10, 2001 (the date on
which the GP announced that it had modified its standstill arrangement with
Security Capital to permit Security Capital to engage in discussions with the
special committee concerning Security Capital's intentions relating to its
investment in the GP) through and including the date of completion of the
transactions.

     In connection with the litigation, each of our directors and executive
officers who are parties to indemnification agreements with the GP have
submitted claims to us for reimbursement of indemnifiable expenses under such
indemnification agreements.

     Winnerman et. al. v. Storage USA, Inc. On March 12, 2002, a group of
limited partners of the Partnership owning in the aggregate 463,732 limited
partnership units filed suit in the Chancery Court of Tennessee for the
Thirtieth Judicial District at Memphis against the GP, the Partnership and
Security Capital. The plaintiffs purport to bring the action individually on
their own behalf and as a class action on behalf of all limited partners of the
Partnership and on behalf of a subclass of those limited partners who are
parties to tax deferral agreements with the Partnership. The plaintiffs seek to
enjoin the transactions on the grounds that the transactions are in violation of
the existing partnership agreement of the Partnership, of the Tennessee Revised
Uniform Limited Partnership Act and of the tax deferral agreements. The
plaintiffs allege in the complaint that they seek to prevent the plaintiffs and
other limited partners of the Partnership from being cashed out from the
Partnership without a vote and without appraisal rights and at an unfair price
and from being coerced to give up their existing contractual rights under the
existing partnership agreement and the tax deferral agreements. The complaint
purports to state causes of action against all of the defendants for alleged
breach of fiduciary duty on the grounds that the vote of the minority limited
partners is not being sought for the Transactions, the limited partners are not
being offered appraisal rights in the Transactions and the special committee of
the GP did not contain any limited partners or representatives of the limited
partners. The complaint further purports to state causes of action against all
defendants for violation of the Tennessee Revised Uniform Limited Partnership
Act by asserting that the GP's ownership of both general and limited partnership
interests amounts to a conflict of interest and that therefore the limited
partners, other than the GP, should be offered the opportunity to vote on the
Transactions. The complaint purports to state an additional cause of action
against both the GP and the operating partnership for breach of the existing
partnership agreement because the minority limited partners are not being
afforded the right to vote on the Transactions or the proposed amendment and
restatement of the operating partnership's partnership agreement. The plaintiffs
further assert that the consummation of the Transactions will trigger adverse
tax consequences for them contrary to the provisions of their tax deferral
agreements. The complaint alleges that Security Capital was aware of the
contractual relationships between the plaintiffs and the GP and the operating
partnership under the tax deferral agreements and that Security Capital caused
and aided and abetted the breaches of, and interfered with, these contractual
relationships. The relief sought in the complaint includes preliminarily and
permanently enjoining the transactions, rescinding and setting aside the
proposed transactions in the event they are consummated, ordering the
appointment of a special committee comprised of limited partners and the
plaintiff class representatives and their attorneys to insure fair protection
and adequate procedural safeguards in connection with any transaction for the
buyout of the limited partners' units of the Partnership, specifically enforcing
the existing partnership agreement and the tax deferral agreements, and awarding
compensatory damages, prejudgment interest, and attorneys' and experts' fees and
expenses. A hearing has been scheduled for June 5, 2002 with respect to the
preliminary injunction sought by the plaintiffs'. If the plaintiffs are not
successful in preliminarily and permanently enjoining the Transactions, they may
continue to seek compensatory damages.

NOTE 17 ACTIVITIES OF THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS

     On September 10, 2001, the GP announced that its Board of Directors had
unanimously approved the formation of a Special Committee of five independent
directors, to explore the intentions of Security Capital with respect to its
equity ownership in the GP, given Security Capital's prior public announcements.
Security Capital had previously announced its plan to reposition or sell its
investment in several of its portfolio companies and focus its attention on
certain key businesses where it owns, or plans to own, all of the equity
securities in those businesses.

     On December 5, 2001, the GP and the Partnership entered into a definitive
purchase and sale agreement with Security Capital, providing for a transaction
in which all of the holders of the GP's common stock will be entitled to receive
$42.00 in cash per share in exchange for the cancellation of their shares.
Holders of limited partnership interests in the Partnership will also be
entitled to receive $42.00 per limited partnership unit in cash, unless they
elect, under the conditions and limitations relating to such an election as
provided in the purchase and sale agreement, to continue as limited partners in
the surviving partnership. Directors of the GP unaffiliated with Security
Capital unanimously approved the purchase and sale transaction, and the
transactions contemplated thereby, upon unanimous recommendation and approval by
the Special Committee. The GP's proposed transaction with Security Capital is
subject to a number of conditions prior to closing, including shareholder
approval. If completed, it is anticipated the transaction will close in the
spring of 2002.

                                       61

<PAGE>

     On December 14, 2001, Security Capital announced a definitive agreement
for its acquisition by GE Capital Real Estate.

     On January 17, 2002, the GP announced that the members of its Board of
Directors unaffiliated with Security Capital unanimously approved the increase
from $42.00 to $42.50 in the per share and per unit consideration payable to GP
shareholders and limited partners of the Partnership, respectively, agreed to
by Security Capital in connection with the settlement of class action
litigation, relating to the initial purchase and sale agreement.  However,
regardless of whether court approval of the settlement is obtained prior to the
consummation of the transactions, the GP's shareholders and the Partnership's
limited partners will receive the increased consideration if the transactions
are consummated.

     Expenses related to the activities of the Special Committee, including
legal and accounting fees, investment banking services and other charges,
totaled $3.0 million for 2001.

                                       62

<PAGE>

Schedule III
SUSA Partnership, LP Facilities
Real Estate and Accumulated Depreciation
as of December 31, 2001

<TABLE>
<CAPTION>
                                                        Initial Cost to REIT                                          Cost of
                                                                                       Building &                Improvements
State  Property Name                    Encumbrances                Land                 Fixtures          Sub to Acquisition
-----------------------------------------------------------------------------------------------------------------------------
<S>    <C>                                 <C>                 <C>                      <C>                         <C>
AL     Birmingham/Hwy 280                                        348,919                  953,148                     107,385
AL     Birmingham/Palisades Blvd                                 913,106                2,468,767                      63,428
AZ     Oracle                                                    587,844                1,595,864                   1,658,003
AZ     East Phoenix                                              370,586                1,021,566                     250,453
AZ     Tempe                                                     878,690                2,389,598                     129,015
AZ     Cave Creek                                                824,369                2,244,177                     115,682
AZ     Alma School                                               785,504                2,162,032                      83,864
AZ     Metro-21st/Peoria-Phoenix                                 599,712                1,638,042                   1,834,323
AZ     7th St/Indian Sch-Phoenix                                 518,977                1,418,677                   1,843,873
AZ     Phoenix/32nd Street                                     1,346,245                3,670,885                      77,371
AZ     Mesa/Country Club                                         554,688                1,503,241                     148,426
AZ     Mesa/East Main St                   1,378,919             913,783                2,479,293                     264,658
AZ     Phoenix/Bell Road                                       1,312,139                3,547,636                     400,581
AZ     Tucson/S Santa Clara Ave                                  542,275                1,486,171                     149,343
AZ     Phoenix/N 43rd Avenue                                   1,307,809                3,541,123                     278,123
AZ     Phoenix/N 25th Avenue                                     537,482                1,457,678                     100,602
AZ     Phoenix/2331 W Ind Sch                                    537,759                1,458,428                     194,795
AZ     Mesa/N Power Rd                                           454,601                1,231,582                      87,973
AZ     Chandler/3026 S Ctry Club                                 525,840                1,429,081                     281,816
AZ     Tempe/E Southshore Dr               1,097,919             798,272                2,158,290                     325,251
CA     Marina Del Rey                                          1,954,097                5,293,255                     215,064
CA     Campbell                                                  989,715                2,684,079                     365,226
CA     Monterey I & II                                         1,556,242                4,223,039                     355,457
CA     Santa Cruz                                              1,036,838                2,812,668                     369,746
CA     Scotts Valley                                             601,093                1,634,485                     303,988
CA     Santa Clara                                             1,362,331                3,738,431                     190,128
CA     Watsonville                                               430,931                1,173,809                     297,881
CA     Point Loma                                              2,135,347                5,777,511                     661,761
CA     Rialto                                                    695,327                1,921,602                     120,725
CA     Yucaipa                                                   411,580                1,145,267                      50,097
CA     Fallbrook                                                 418,763                1,154,513                      43,278
CA     Hemet                                                     455,585                1,252,504                   1,547,760
CA     San Bernardino/Baseline                                 1,220,837                3,325,258                     188,779
CA     Colton                                                    514,276                1,425,550                     159,396
CA     San Marcos                                                318,260                  879,411                     103,055
CA     Capitola                                                  827,352                2,283,337                     109,591
CA     Oceanside                                               1,236,627                3,383,435                     123,921
CA     San Bernardino/Waterman                                   708,661                1,941,602                     267,411
CA     Santee                                                    879,599                2,382,970                     318,694
CA     Santa Ana                                               1,273,489                3,456,542                      96,439
CA     Garden Grove                                            1,137,544                3,087,956                     120,141
CA     City of Industry                                          899,709                2,453,012                     136,484
CA     Chatsworth                                              1,740,975                4,744,309                     177,076
CA     Palm Springs/Tamarisk                                     816,416                2,229,985                     187,619
CA     Moreno Valley                                             413,759                1,142,629                     206,655
CA     San Bern/23rd St                                          655,883                1,803,082                     131,371
CA     San Bern/Mill Ave                                         368,526                1,023,905                     125,593
CA     Highlands                                                 626,794                1,718,949                      66,123
CA     Redlands                                                  673,439                1,834,612                     289,503
CA     Palm Springs/Gene Autry                                   784,589                2,129,022                      81,461
CA     Thousand Palms                                            652,410                1,831,765                   2,496,740
CA     Salinas                                                   622,542                1,731,104                      94,995
CA     Whittier                                                  919,755                2,516,477                     145,439
CA     Florin/Freeport-Sacramento                                824,241                2,262,310                     185,284
CA     Sunrise/Sacramento                                        819,025                2,231,500                     227,827
CA     Santa Rosa                                              1,351,168                3,669,084                     165,691
CA     Huntington Beach                                          838,648                2,309,309                     274,143
CA     La Puente/Valley Blvd                                     992,211                2,710,041                      98,754
CA     Huntington Bch II/McFadden                              1,050,495                2,846,043                     160,398
CA     Hawaiian Gardens/Norwalk                                1,956,411                5,353,015                     138,026
CA     Sacramento/Auburn Blvd                                    666,995                1,808,847                     320,626
</TABLE>

                                       63

<PAGE>

<TABLE>
<S>    <C>                                 <C>                 <C>                      <C>                         <C>
CA     Vacaville/Bella Vista                                     680,221                1,873,594                      46,244
CA     Sacramento/Perry                                          452,480                1,225,139                     109,373
CA     Cypress/Lincoln Avenue                                    795,173                2,178,391                      68,663
CA     Hollywood/N Vine St                                     1,736,825                4,735,794                     121,186
CA     Los Angeles/Fountain Ave            1,721,682             835,269                2,318,852                     305,504
CA     Long Beach/W Wardlow Rd                                   988,344                2,714,905                     100,733
CA     Riverside/Arlington Ave                                   596,109                1,676,348                     234,715
CA     Orange/S Flower St                                      1,563,079                4,245,104                   2,119,974
CA     Huntington Bch/Warner Ave                               3,308,574                8,976,395                     211,213
CA     Anaheim/W Penhall Way                                     977,584                2,664,764                     108,879
CA     Santa Ana/W Fifth St                                      760,131                2,109,283                     111,307
CA     Long Beach/E Carson St                                  1,485,186                4,033,235                     178,743
CA     Long Beach/W Artesia Blvd                               2,025,400                5,552,032                     180,205
CA     El Segundo/El Segundo Blv                               2,065,840                5,598,384                     204,219
CA     Gardena/E Alondra Blvd                                  1,080,093                2,944,755                      93,645
CA     Pico Rivera/E Slauson Ave                               1,823,075                4,954,864                     275,741
CA     Whittier/Comstock                                       1,230,548                3,346,862                     264,210
CA     Baldwin Park/Garvey Ave                                   568,380                1,552,405                     120,022
CA     Glendora/E Arrow Hwy                                      873,562                2,378,316                      88,227
CA     Pomona/Ridgeway                                           810,109                2,242,407                     298,234
CA     Riverside/Fairgrounds St                                  675,019                1,867,609                     114,723
CA     Cathedral City/E Ramon Rd                               1,485,254                4,047,848                     218,881
CA     Palm Springs/Radio Road                                 1,011,684                2,765,751                     236,923
CA     Campbell/187 E Sunnyoaks                                  781,574                1,658,248                     270,329
CA     Roseville/6th Street                                      793,202                2,153,320                     212,923
CA     Roseville/Junction Blvd                                   918,175                2,484,109                      81,506
CA     Spring Valley/Jamacha Rd                                  823,892                2,232,496                     217,043
CA     N Highlands/Elkhorn Blvd                                  490,354                1,325,770                     248,458
CA     Los Angeles/Centinela Ave                                       -                2,975,910                   2,398,310
CA     Los Alamitos/Cerritos Ave                               2,027,330                5,481,290                     407,369
CA     Los Angeles/W Pico Blvd                                 1,122,500                3,034,910                     357,157
CA     Redwood City/Willow St                                  3,107,679                3,285,844                     632,331
CA     Oceanside/Oceanside Blvd                                2,283,822                6,174,777                     244,493
CA     Campbell/Curtner Ave                  255,135           2,170,551                5,301,352                      72,481
CA     Santa Rosa/Hearn Ave                                    1,208,718                5,311,049                           -
CO     Broomfield/W 120th Ave                                    690,949                1,899,169                      29,151
CO     Lakewood/W Mississippi                                  1,348,480                3,658,455                     211,313
CO     Denver/W 96th Ave                                         857,144                2,325,371                      45,790
CT     Wethersfield                                              472,831                1,294,408                     997,168
CT     East Hartford                                             992,547                2,700,212                     172,019
CT     Waterbury                                                 746,487                2,036,915                     131,228
CT     Rocky Hill                                              1,327,857                3,608,978                   1,610,674
CT     Farmington                                              1,272,203                3,454,995                     105,770
CT     Stamford/Commerce Rd                                    3,159,903                8,547,884                   6,135,242
CT     Brookfield/Brookfield-Fed                               1,042,980                2,819,920                     875,575
FL     Longwood                                                  862,849                2,387,142                     219,295
FL     Sarasota                                                1,281,966                2,007,843                   1,687,502
FL     WPB Southern                                              226,524                  922,193                   3,103,145
FL     WPB II                                                    572,284                2,365,372                     110,313
FL     Ft. Myers                                                 489,609                1,347,207                     839,332
FL     North Lauderdale                                        1,050,449                2,867,443                     858,697
FL     Naples                                                    636,051                1,735,211                     737,170
FL     Hallandale                                              1,696,519                4,625,578                     710,098
FL     Davie                                                   2,005,938                5,452,384                     153,069
FL     Tampa/Adamo                                               837,180                2,291,714                     155,507
FL     SR 84 (Southwest)                                       1,903,782                5,187,373                     175,976
FL     Quail Roost                         1,254,287           1,663,641                4,533,384                     177,117
FL     Tamiami                                                 1,962,917                5,371,139                     120,536
FL     Highway 441 (2nd Avenue)                                1,734,958                4,760,420                     170,782
FL     Miami Sunset                                            2,205,018                6,028,210                     110,194
FL     Doral (Archway)                                         1,633,500                4,464,103                     184,166
FL     Boca Raton                                              1,505,564                4,123,885                     195,889
FL     Ft Lauderdale                                           1,063,136                2,949,236                     138,694
FL     Coral Way                           2,819,948           1,574,578                4,314,468                     407,151
FL     Miller Rd.                                              1,409,474                3,898,643                     180,351
FL     Harborview/Port Charlotte                                 883,344                2,400,333                   1,422,559
FL     Miami Gardens/441                                         540,649                1,469,557                     255,124
FL     Miramar/State Rd 7                                      1,797,370                4,892,278                     723,568
FL     Delray Bch/W Atlantic Blvd                                388,538                1,059,895                     181,201
FL     Sarasota/N Washington Bl                                1,038,538                2,822,939                     208,596
FL     West Palm Bch/N Military                                  791,677                2,140,460                      62,204
FL     Miami/SW 127th Ave                                              -                5,491,430                      42,362
</TABLE>

                                       64

<PAGE>

<TABLE>
<S>    <C>                                 <C>                 <C>                      <C>                         <C>
FL     WPB/Congress Avenue                                       474,880                3,136,069                   1,837,018
FL     WPB/Okeechobee Blvd                                     1,273,005                3,063,825                     107,125
FL     Bradenton/Manatee Ave                                     840,035                2,271,607                      14,053
FL     Brandon/Providence Road                                 1,357,712                2,629,676                     170,412
GA     South Cobb                                                161,509                1,349,816                     207,262
GA     Lilburn                                                   634,879                1,724,697                     158,266
GA     Eastpoint                                                 807,085                2,194,489                     907,166
GA     Acworth                                                   333,504                  917,825                   1,195,129
GA     Western Hills                                             682,094                1,855,712                   1,147,640
GA     Stone Mountain                                          1,053,620                2,908,080                     119,065
IL     Chicago/W Fullerton Ave                                 1,001,294                2,709,083                      69,836
IL     Riverwoods/N Milwaukee Av                               1,140,463                6,226,848                           -
IN     Marion/W 2nd St                                           230,497                  660,932                     123,241
IN     Indianapolis/N Illinois                                   365,621                  993,582                     114,559
IN     Indianapolis/W 10th St                                    598,465                1,627,324                     148,291
IN     Indianapolis/Hawthorn Pk                                1,257,359                3,409,578                     256,639
IN     Indianapolis/E 56th St                                  1,053,343                2,856,687                     136,383
IN     Indianapolis/E 42nd St                                    665,547                1,809,692                     164,651
IN     Indianapolis/E 86th St                                    397,221                1,087,020                     141,702
IN     Indianapolis/Beachway Dr                                  526,117                1,432,517                     124,116
IN     Indianapolis/Crawfordsvil                                 267,217                  732,526                     119,516
IN     Indianapolis/Fulton Dr                                    323,210                  881,916                     226,297
IN     Indianapolis/N Meridian                                         -                   11,011                     588,879
IN     Indianapolis/Fry Rd                                       617,315                1,694,127                     251,171
IN     Greenwood/E Stop 11 Rd                                    794,443                2,158,189                     192,311
IN     Clarksville/N Hallmark                                     53,776                  157,730                     176,089
IN     Jeffersonville/E 10th St                                  301,589                  826,943                     821,656
IN     New Albany/Grant Line Rd                                  188,493                  519,965                     106,613
IN     Jeffersonville/W 7th St                                   329,308                  902,889                     155,791
IN     Clarksville/Woodstock Dr                                  286,620                  785,272                     116,956
IN     New Albany/Progress Blvd                                  387,797                1,061,123                     158,619
KS     Olathe                                                    429,808                1,176,442                     130,326
KY     Louisville/Bardstown                                      664,899                1,812,323                      55,818
KY     Louisville/Dixie Highway                                  649,638                1,790,623                     102,922
KY     Louisville/Preston Hwy                                    863,390                2,346,688                   1,739,715
KY     Valley Station/Val Sta Rd                                 623,828                1,697,482                     762,668
KY     Louisville/Adams St                                       752,032                2,049,063                     305,543
MA     Whitman                                                   544,178                1,487,628                   2,345,001
MA     Brockton                                                1,134,761                3,104,615                     113,464
MA     Northborough                                              822,364                2,279,586                     159,275
MA     Nashua/Tyngsboro                                        1,211,930                3,293,838                     136,900
MA     South Easton                                              909,912                2,465,382                     123,154
MA     North Attleboro                                           908,949                2,460,427                   1,809,293
MA     Fall River                                                773,781                2,097,333                     177,638
MA     Salisbury                                                 771,078                2,096,159                     118,479
MA     Raynham/Broadway                                          128,851                  352,739                   1,651,333
MA     Plainville/Washington St                                  802,165                2,805,865                     623,807
MA     Abington/Bedford Street                                   850,574                2,299,700                      42,979
MA     Stoughton/Washington St                                   873,582                2,361,908                      57,297
MA     Everett/329 Second Street                               2,348,595                2,392,791                      11,667
MD     Annapolis/Route 50                  3,030,385           1,565,664                4,324,670                     897,995
MD     Silver Spring                                           2,776,490                4,455,110                     124,026
MD     Columbia                                                1,057,034                3,289,952                     141,593
MD     Rockville                                               1,376,588                3,765,848                     275,850
MD     Annapolis/Trout                                         1,635,928                4,430,887                     231,268
MD     Millersville                                            1,501,123                4,101,854                      67,536
MD     Waldorf                                                 1,168,869                3,175,314                      55,952
MD     Rt 3/Millersville                                         546,011                1,493,533                      88,868
MD     Balto City/E Pleasant St                                1,547,767                4,185,072                     880,868
MD     Wheaton/Georgia Avenue                                  2,524,985                6,826,813                     202,900
MD     Owings Mills/Owings Mills                               1,232,000                2,695,300                     736,945
MD     Columbia/Berger Rd                  2,499,189           1,301,350                3,518,450                     608,070
MD     Germantown/Wisteria Dr              2,128,939           1,507,010                4,074,500                     497,519
MD     Towson/E Joppa Rd                                               -                5,019,296                   2,522,223
MD     Bethesda/River Road                                     2,688,520                7,268,950                      36,935
MD     Towson/203 E Joppa Rd                                   1,307,339                3,618,848                     857,592
MD     Germantown/Fredrick Rd                                  2,058,984                1,819,481                   1,818,350
MD     Abington/Constant Frndshp                               1,543,176                3,129,870                           -
MI     Lincoln Park                                              761,209                2,097,502                   2,009,908
MI     Tel-Dixie                                                 595,495                1,646,723                      94,058
MI     Troy/Coolidge Highway                                   1,264,541                3,425,505                     127,084
MI     Grand Rapids/28th St SE                                   598,182                1,621,080                     124,066
</TABLE>

                                       65

<PAGE>

<TABLE>
<S>    <C>                                 <C>                 <C>                     <C>                          <C>
MI     Grandville/Spartan Ind Dr                                 579,599                1,840,838                     106,735
MI     Linden/S Linden Rd                                        608,318                1,725,631                     206,329
MI     Farmington Hills/Gr Riv                                         -                   21,690                     166,927
MI     Belleville/Old Rawsonvill                               1,604,420                4,337,870                     144,808
MI     Canton/Canton Center Rd                                 1,058,080                2,860,740                     138,206
MI     Chesterfield/23 Mild Rd                                 1,069,360                2,891,220                     175,463
MI     Mt Clemens/N River Rd                                     804,822                2,176,000                     153,261
MI     Shelby Twnshp/Van Dyke                                  1,646,340                4,451,210                      82,676
MI     Southgate/Allen Road                                      903,934                2,443,966                   1,003,404
MI     Ypsilanti/Carpenter Rd                                  1,294,443                3,499,784                     101,083
MO     Grandview                                                 511,576                1,396,230                     264,794
MO     St Charles/1st Capital 0694                             1,251,785                3,400,831                           -
NC     Charlotte/Tryon St                                      1,003,418                2,731,345                      88,308
NC     Charlotte/Amity Rd                                        947,871                2,583,190                     161,222
NC     Pineville/Crump Road                                      763,330                2,063,820                      75,837
NJ     Lawnside                                                1,095,126                2,972,032                     417,547
NJ     Cherry Hill/Cuthbert                                      720,183                1,894,545                     114,036
NJ     Cherry Hill/Route 70                                      693,314                1,903,413                     154,533
NJ     Pomona                                                    529,657                1,438,132                     101,808
NJ     Mays Landing                                              386,592                1,051,300                      66,770
NJ     Hackensack/S River St               7,120,062           3,646,649                9,863,617                   1,563,579
NJ     Secaucus/Paterson Plank             5,253,149           2,851,097                7,712,681                   1,208,340
NJ     Harrison/Harrison Ave               1,190,010             822,192                2,227,121                     546,762
NJ     Orange/Oakwood Ave                  3,789,227           2,408,877                6,517,030                     965,961
NJ     Flanders/Bartley Flanders                                 645,486                1,749,362                     123,428
NJ     Mt Laurel/Ark Road                                        678,397                1,866,032                      73,150
NJ     Ho Ho Kus/Hollywood Ave                                 4,474,785               12,117,431                     188,624
NJ     Millville/S Wade Blvd                                     302,675                  829,306                     195,469
NJ     Williamstown/Glassboro Rd                                 483,584                1,316,646                     145,178
NJ     West New York/55th St                                     852,042                2,303,670                     264,003
NJ     Englewood/Grand Avenue                                  1,039,298                3,674,024                   2,007,507
NJ     Edgewater/River Road                                    2,975,459                8,044,760                      21,234
NJ     Tom's River/Route 37 East                               1,367,944                3,698,515                      19,593
NM     Lomas                                                     251,018                  691,453                     103,229
NM     Montgomery                                                606,860                1,651,611                     127,155
NM     Legion                                                          -                1,873,666                     173,074
NM     Ellison                                                   642,304                1,741,230                      85,037
NM     Hotel Circle                                              277,101                  766,547                     949,813
NM     Eubank                                                    577,099                1,568,266                     317,814
NM     Coors                                                     494,400                1,347,792                     159,247
NM     Osuna                                                     696,685                1,891,849                     334,134
NM     Santa Fe/875 W San Mateo            2,363,877           1,055,760                2,854,470                     428,162
NM     Albuquerque/Central Ave,E                                 549,778                1,492,587                     351,061
NV     Rainbow                                                   879,928                2,385,104                     197,766
NV     Oakey                                                     663,607                1,825,505                     198,394
NV     Tropicana                                                 803,070                2,179,440                     287,807
NV     Sunset                                                    934,169                2,533,803                     255,561
NV     Sahara                                                  1,217,565                3,373,622                     258,264
NV     Charleston                                                557,678                1,520,140                     127,915
NV     Las Vegas-Sahara/Pioneer                                1,040,367                2,842,388                     117,452
NV     Las Vegas/S Nellis Blvd                                   619,239                1,749,528                     153,696
NV     Las Vegas/W Cheyenne Rd                                   815,468                2,204,780                     268,303
NV     Henderson/Stephanie Pl              2,511,793           1,623,290                4,388,890                     471,662
NV     Las Vegas/5801 W Charlest                                 929,185                2,512,240                     131,930
NY     Coram/Bald Hill                                         1,976,332                5,352,301                     222,974
NY     Mahopac/Rt 6 and Lupi Ct                                1,299,571                3,530,956                     133,473
NY     Kingston/Sawkill Rd                                       677,909                1,845,654                   1,317,175
NY     New Paltz/So Putt Corners                                 547,793                1,498,124                     191,363
NY     Saugerties/Route 32                                       677,909                1,839,254                     230,230
NY     Amsterdam/Route 5 So                                      394,628                1,070,360                     105,045
NY     Ridge/Middle Country Rd                                 1,357,430                3,670,090                      83,267
NY     Bronx/Third Avenue                                        763,367                2,063,920                     232,321
NY     New Rochelle/Huguenot St                                1,360,120                3,677,360                     333,434
NY     Mt Vernon/Northwest St                                          -                5,139,250                     465,024
NY     Bronx/Zerega Avenue                                     1,586,900                4,290,520                     264,314
NY     Bronx/Bruckner Blvd                                     4,641,070               12,548,400                     687,994
NY     Bronx/112 Bruckner Blvd                                 2,813,340                7,606,440                     134,196
NY     Brooklyn/Albemarle Rd               3,756,876           3,321,900                8,981,430                     648,728
NY     Long Island City/Starr              6,584,451           4,228,040               11,431,400                     898,972
NY     New York/W 143rd St                                     1,826,321                4,937,833                     114,395
NY     Brooklyn/John St                    4,136,998           3,319,740                8,975,590                     884,849
NY     New York/W 21st St.                                     3,920,699               10,600,417                     164,778
</TABLE>

                                       66

<PAGE>

<TABLE>
<S>    <C>                                 <C>                <C>                      <C>                         <C>
NY     Hicksville/S Broadway                                   1,843,901                4,985,363                      25,786
NY     Yonkers/Saw Mill River                                  1,547,491                4,183,958                     203,349
NY     White Plains/S Kensico                                  1,297,085                3,506,934                     301,476
NY     New York/531 W 21st St                                  3,933,027               10,633,741                     195,699
NY     Hauppage/Old Willets Path                                 713,348                4,133,745                     134,181
NY     Staten Island/Arden Ave                                 4,963,164                6,627,073                           -
OH     Akron/Chenoweth Rd                                        540,716                1,519,499                     127,063
OH     Streetsboro/Frost Rd                                      622,041                1,836,890                     178,493
OH     Kent/Cherry St                                            513,752                1,454,983                      86,191
OH     Amherst/Leavitt                                           392,212                1,131,603                     122,967
OH     East Lake/Lakeland Blvd                                   432,656                1,237,086                     182,705
OH     Mentor/Mentor Ave                                       1,051,222                2,910,600                     116,473
OH     Mentor/Heisley Road                                       337,560                  986,802                     184,006
OH     Columbus/W Broad St                                       891,738                2,423,670                     228,285
OH     Columbus/S High St                                        785,018                2,127,507                     124,504
OH     Columbus/Innis Rd                                       1,694,130                4,585,478                     949,282
OH     Columbus/E Main St                                        665,547                1,808,554                     165,241
OH     Columbus/E Cooke Rd                                       891,461                2,415,298                   1,300,284
OH     Worthington/Reliance St                                   519,187                1,408,980                     148,430
OH     Delaware/State Rt 23                                       76,506                  213,346                      63,767
OH     Trotwood/Salem Bend Dr                                  1,041,424                2,834,894                     165,222
OH     Worthington/Alta View Blv                                 437,308                1,185,419                      72,092
OH     Columbus/W Dublin-Grand             1,485,194             801,749                2,170,758                     228,339
OH     Dublin/Old Avery Road                                     712,038                1,928,205                     104,403
OH     Hilliard/Parkway Lane                                     739,230                2,001,725                      99,145
OH     Columbus/Urlin Avenue               1,500,455             803,372                2,172,080                     218,411
OH     Columbus/Schofield Dr                                     578,248                1,563,410                     130,971
OH     Columbus/Wilson Road                                      729,548                1,972,480                     145,199
OH     Columbus/2929 Dublin Rd                                   707,428                1,912,680                     125,774
OH     Columbus/Kenny Road                                       715,395                1,934,220                     154,018
OH     Columbus/South Hamilton                                   357,786                  967,348                   1,202,132
OK     Sooner Road                                               453,185                1,252,031                     158,993
OK     10th Street                                               261,208                  743,356                   1,373,366
OK     Midwest City                                              443,545                1,216,512                     129,769
OK     Meridian                                                  252,963                  722,040                     411,860
OK     Air Depot                                                 347,690                  965,923                     167,792
OK     Peoria                                                    540,318                1,488,307                     122,206
OK     11th & Mingo                                              757,054                2,071,799                     244,970
OK     Skelly                                                    173,331                  489,960                     130,343
OK     Lewis                                                     642,511                1,760,304                      58,359
OK     Sheridan                                                  531,978                1,509,718                     136,267
OK     OKC/33rd Street                                           267,059                  741,710                     133,266
OK     OKC/South Western                                         721,181                1,958,872                      32,347
OK     Tulsa/So Garnett Road                                     966,052                  497,746                      44,124
OK     NW Expressway/Roxbury                                     598,527                1,631,870                     357,970
OR     Hillsboro/229th Ave                                     1,198,358                3,249,301                     126,995
OR     Beaverton/Murray Ave                                    1,086,999                2,948,220                     138,584
OR     Aloha/185th Ave                                         1,337,157                3,624,573                      94,533
PA     King of Prussia                                         1,354,359                3,678,011                     167,727
PA     Warminster                                                891,048                2,446,648                     488,332
PA     Allentown                                                 578,632                1,583,744                     139,280
PA     Bethlehem                                                 843,324                2,317,298                     143,360
PA     Norristown                                                868,586                2,405,332                      63,439
PA     Malvern/E Lancaster                                       433,482                2,833,980                   2,369,360
PA     West Chester/Downington                                   567,546                1,613,461                      55,912
PA     Huntingdon Valley/Welsh                                   583,650                1,578,020                      65,271
PA     Philadelphia/Wayne Ave                                  1,781,940                4,817,840                     284,054
TN     SUSA Partnership L.P.                                  10,040,059               30,954,093                  24,626,314
TN     Summer                                                    172,093                2,663,644                     201,125
TN     Union                                                     286,925                1,889,030                   2,709,337
TN     Memphis/Mt Moriah                                         692,669                1,598,722                   1,485,794
TN     Antioch/Nashville                                         822,125                2,239,684                     242,946
TN     Keyport (Gateway)                                         396,229                1,080,547                     169,705
TN     Chattanooga                                               484,457                1,360,998                   1,194,745
TN     Memphis/Ridgeway                                          638,757                1,141,414                   1,434,432
TN     Winchester                                                774,069                2,260,361                   1,443,900
TN     Nashville/Lebanon Pike                                  1,366,208                3,748,062                      88,115
TN     Nashville/Haywood                   1,047,830             423,170                1,166,891                     213,443
TN     Nashville/Murfreesboro                783,072             344,720                  950,811                   1,774,994
TN     Memphis/2939 Poplar                                     1,750,286                1,986,417                   2,757,111
TN     Nashville/Trousdale                                     1,440,860                3,901,994                     793,497
TN     Nashville/Murfreesboro                                  1,222,229                3,309,033                     185,169
</TABLE>

                                       67

<PAGE>

<TABLE>
<S>    <C>                                <C>                <C>                    <C>                           <C>
TN     Nashville/Old Hickory Rd                                1,271,786                3,444,402                     311,745
TN     Antioch/Bell Road                                         841,235                2,280,513                     172,272
TN     Franklin/Liberty Pike                                     844,335                2,287,937                   1,018,017
TN     Memphis/5675 Summer Ave                                   399,486                1,103,101                     151,481
TN     Memphis/4705 Winchester                                   425,797                1,171,967                     275,998
TN     Memphis/Madison Avenue                                    189,329                  523,890                     174,186
TN     Memphis/Raleigh-LaGrange                                  282,744                  788,041                     107,236
TN     Memphis/4175 Winchester                                   233,054                  661,583                      97,393
TN     Memphis/American Way                                      326,495                  911,122                     227,160
TN     Memphis/6390 Winchester                                   348,906                  976,683                     175,597
TN     Collierville/W Poplar                                   1,122,353                2,372,249                      62,022
TN     Antioch/2757 Murfreesboro           2,261,918           1,299,380                3,531,925                     322,824
TN     Memphis/Shelby Oaks                                       446,424                1,219,883                     239,697
TN     Cordova/Autumn Creek                                      760,818                2,057,030                     106,380
TN     Cordova/N Germantown                                      991,310                2,680,210                     153,589
TN     Cordova/Moriarty Rd                                       679,285                1,836,580                     116,902
TN     Cordova/389 N Germantown Pkwy                           1,434,990                2,371,420                   1,558,293
TN     Memphis/Hickory Hill                                      720,000                3,560,989                     309,319
TN     Bartlett/Germantown Rd N                                  720,188                1,944,173                      78,494
TN     Memphis/7301 Winchester                                 1,016,188                2,747,471                      65,587
TN     Bartlett/6937 Stage Road                                  624,662                2,125,412                     916,942
TN     Memphis/Kirby Parkway                                     554,334                1,498,754                     162,912
TN     Memphis/Covington Way                                   1,009,816                2,719,244                      47,861
TX     White Settlement                                          920,149                2,496,150                   1,460,355
TX     Airport Freeway                                           616,535                1,678,683                     341,575
TX     Midway                                                    851,959                2,310,475                   1,412,568
TX     Dallas/Preston                                          1,194,744                3,245,423                      60,181
TX     Bedford                                                   923,948                2,525,303                     113,443
TX     Spring/I-45 North                                       1,110,728                3,005,855                     179,654
TX     Sugarland/Old Mill Rd                                     675,660                1,830,545                     187,963
TX     Dallas/N Dallas Pkwy                                      894,127                2,446,468                      45,986
TX     Alvin/Mustang Road                                        371,866                1,082,427                      66,333
TX     Clute/Brazos Park Drive                                   614,354                1,665,736                     331,110
TX     Houston/South Main                                      1,105,840                2,992,930                      50,064
TX     Austin/McNeil Drive                                       916,980                2,479,240                      41,073
TX     Plano/Wagner Way                                        1,046,620                2,829,760                      31,385
TX     Carrollton/W Frankford Rd                                 797,598                2,156,470                      38,342
TX     Pasadena/Red Bluff Rd                                     605,356                1,636,700                     110,817
TX     Dallas/N Central Express                                1,215,080                3,285,210                      95,927
TX     Spring/Spring Stuebner                                    621,986                1,681,670                     133,171
TX     Addison/16280 Addison Rd                                1,386,743                3,749,346                      86,316
TX     Grapevine/State Highway                                 1,254,651                3,392,203                      51,260
TX     Dallas/Lemmon Ave                                       1,211,599                3,275,805                     115,638
TX     Dallas/19211 Preston Road                               1,371,378                3,707,800                      48,248
UT     Sandy                                                     949,065                2,573,696                      96,950
UT     West Valley                                               576,248                1,579,605                      78,795
VA     Fairfax Station                                         1,019,015                2,115,385                     374,394
VA     Chantilly                                                 882,257                2,395,841                     859,723
VA     Reston                                                    551,285                2,260,947                   2,318,984
VA     Falls Church                                            1,226,409                3,348,761                     234,084
VA     Willow Lawn                                             1,516,115                4,105,846                   2,233,188
VA     Stafford/Jefferson Davis                                  751,398                2,035,961                     131,537
VA     Fredericksburg/Jefferson                                  668,526                1,812,040                     272,842
VA     Fredericksburg/Plank Rd                                   846,358                2,287,063                   1,585,650
VA     Alexandria/N Henry St                                   2,424,650                6,555,535                     217,622
VA     Falls Church/Hollywood Rd                               2,209,059                5,972,642                     186,431
VA     Alexandria/Kings Centre                                 1,612,519                2,207,382                     925,177
VA     Fairfax/Prosperity Ave                                  1,132,852                3,171,245                     624,166
VA     Sterling/Woodland Rd                                      653,670                3,143,418                     136,981
VA     Falls Church/Seminary Rd 0678                             580,267                4,335,480                      10,076
VA     Richmond/W. End Drive 0712                              1,275,731                3,449,197                           -
WA     Vancouver/78th St                                         753,071                2,045,377                      91,156
WA     Seattle/N 130th Street                                  1,763,737                4,768,623                      31,184
                                       --------------------------------------------------------------------------------------
                                          59,971,310         423,030,020            1,161,495,282                 187,996,971
                                       ======================================================================================
</TABLE>

                                       68

<PAGE>

<TABLE>
<CAPTION>
                                                       Gross Amount at Close of Period                               Depreciable
                                                                                                             Year        Life of
                                                          Building &  Land & Building      Accumulated   Placed in      Building
State  Property Name                            Land        Fixtures            Total      Depreciation    Service     Component
--------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                                 <C>             <C>              <C>              <C>              <C>             <C>
AL     Birmingham/Hwy 280                    353,429       1,056,023        1,409,452          (165,631)      1996            40
AL     Birmingham/Palisades Blvd             922,360       2,522,941        3,445,301           (97,713)      1999            40
AZ     Oracle                                913,144       2,928,567        3,841,711          (378,150)      1994            40
AZ     East Phoenix                          370,586       1,272,019        1,642,605          (217,537)      1995            40
AZ     Tempe                                 879,017       2,518,286        3,397,303          (441,227)      1995            40
AZ     Cave Creek                            824,369       2,359,859        3,184,228          (390,675)      1995            40
AZ     Alma School                           789,076       2,242,324        3,031,400          (368,472)      1996            40
AZ     Metro-21st/Peoria-Phoenix           1,013,070       3,059,007        4,072,077          (345,524)      1996            40
AZ     7th St/Indian Sch-Phoenix             736,550       3,044,978        3,781,528          (273,668)      1996            40
AZ     Phoenix/32nd Street                 1,347,052       3,747,449        5,094,501          (514,511)      1996            40
AZ     Mesa/Country Club                     558,822       1,647,533        2,206,355          (235,176)      1996            40
AZ     Mesa/East Main St                     965,186       2,692,548        3,657,734          (358,898)      1996            40
AZ     Phoenix/Bell Road                   1,319,860       3,940,496        5,260,356          (496,976)      1996            40
AZ     Tucson/S Santa Clara Ave              543,219       1,634,570        2,177,789          (215,737)      1997            40
AZ     Phoenix/N 43rd Avenue               1,314,457       3,812,598        5,127,055          (475,859)      1997            40
AZ     Phoenix/N 25th Avenue                 541,455       1,554,306        2,095,761          (187,278)      1997            40
AZ     Phoenix/2331 W Ind Sch                541,733       1,649,249        2,190,982          (207,167)      1997            40
AZ     Mesa/N Power Rd                       458,286       1,315,870        1,774,156          (168,237)      1997            40
AZ     Chandler/3026 S Ctry Club             529,773       1,706,964        2,236,737          (221,294)      1997            40
AZ     Tempe/E Southshore Dr                 813,320       2,468,492        3,281,812          (266,431)      1998            40
CA     Marina Del Rey                      1,954,097       5,508,319        7,462,416        (1,073,252)      1994            40
CA     Campbell                            1,041,860       2,997,160        4,039,020          (554,193)      1994            40
CA     Monterey I & II                     1,613,922       4,520,816        6,134,738          (844,640)      1994            40
CA     Santa Cruz                          1,092,718       3,126,533        4,219,251          (577,439)      1994            40
CA     Scotts Valley                         651,281       1,888,285        2,539,566          (370,545)      1994            40
CA     Santa Clara                         1,362,331       3,928,559        5,290,890          (693,566)      1995            40
CA     Watsonville                           480,039       1,422,582        1,902,621          (265,633)      1994            40
CA     Point Loma                          2,139,342       6,435,277        8,574,619        (1,153,695)      1994            40
CA     Rialto                                695,327       2,042,326        2,737,653          (354,049)      1995            40
CA     Yucaipa                               411,580       1,195,364        1,606,944          (219,255)      1995            40
CA     Fallbrook                             418,763       1,197,791        1,616,554          (233,769)      1995            40
CA     Hemet                                 455,585       2,800,264        3,255,849          (284,552)      1995            40
CA     San Bernardino/Baseline             1,220,837       3,514,037        4,734,874          (609,624)      1995            40
CA     Colton                                514,276       1,584,946        2,099,222          (287,378)      1995            40
CA     San Marcos                            318,260         982,466        1,300,726          (197,362)      1995            40
CA     Capitola                              827,352       2,392,928        3,220,280          (408,111)      1995            40
CA     Oceanside                           1,236,627       3,507,356        4,743,983          (622,896)      1995            40
CA     San Bernardino/Waterman               708,988       2,208,686        2,917,674          (358,353)      1995            40
CA     Santee                                879,599       2,701,664        3,581,263          (463,327)      1995            40
CA     Santa Ana                           1,273,816       3,552,654        4,826,470          (588,963)      1995            40
CA     Garden Grove                        1,137,871       3,207,770        4,345,641          (531,506)      1995            40
CA     City of Industry                      900,036       2,589,168        3,489,204          (433,282)      1995            40
CA     Chatsworth                          1,736,893       4,925,467        6,662,360          (817,322)      1995            40
CA     Palm Springs/Tamarisk                 816,743       2,417,276        3,234,019          (421,853)      1995            40
CA     Moreno Valley                         414,614       1,348,429        1,763,043          (254,756)      1995            40
CA     San Bern/23rd St                      655,883       1,934,453        2,590,336          (322,996)      1995            40
CA     San Bern/Mill Ave                     370,043       1,147,981        1,518,024          (201,009)      1995            40
CA     Highlands                             627,594       1,784,272        2,411,866          (292,487)      1995            40
CA     Redlands                              731,365       2,066,189        2,797,554          (337,236)      1995            40
CA     Palm Springs/Gene Autry               784,589       2,210,483        2,995,072          (356,860)      1995            40
CA     Thousand Palms                      1,104,911       3,876,004        4,980,915          (408,244)      1996            40
CA     Salinas                               626,114       1,822,528        2,448,642          (295,836)      1996            40
CA     Whittier                              923,327       2,658,345        3,581,672          (417,042)      1996            40
CA     Florin/Freeport-Sacramento            827,711       2,444,124        3,271,835          (381,875)      1996            40
CA     Sunrise/Sacramento                    822,597       2,455,756        3,278,353          (364,514)      1996            40
CA     Santa Rosa                          1,354,740       3,831,203        5,185,943          (570,551)      1996            40
CA     Huntington Beach                      842,664       2,579,436        3,422,100          (416,300)      1996            40
CA     La Puente/Valley Blvd                 995,455       2,805,551        3,801,006          (404,096)      1996            40
CA     Huntington Bch II/McFadden          1,054,708       3,002,228        4,056,936          (444,671)      1996            40
CA     Hawaiian Gardens/Norwalk            1,960,437       5,487,015        7,447,452          (788,545)      1996            40
CA     Sacramento/Auburn Blvd                665,659       2,130,808        2,796,467          (321,507)      1996            40
CA     Vacaville/Bella Vista                 681,166       1,918,894        2,600,060          (268,880)      1997            40
CA     Sacramento/Perry                      458,533       1,328,459        1,786,992          (189,105)      1996            40
CA     Cypress/Lincoln Avenue                796,117       2,246,110        3,042,227          (298,677)      1997            40
CA     Hollywood/N Vine St                 1,737,769       4,856,035        6,593,804          (609,379)      1997            40
CA     Los Angeles/Fountain Ave              905,889       2,553,736        3,459,625          (340,594)      1997            40
CA     Long Beach/W Wardlow Rd               989,288       2,814,694        3,803,982          (378,068)      1997            40
</TABLE>

                                       69

<PAGE>

<TABLE>
<S>    <C>                                 <C>            <C>              <C>               <C>              <C>             <C>
CA     Riverside/Arlington Ave               597,054       1,910,118        2,507,172          (327,446)      1997            40
CA     Orange/S Flower St                  2,083,008       5,845,149        7,928,157          (653,140)      1997            40
CA     Huntington Bch/Warner Ave           3,310,670       9,185,511       12,496,181        (1,113,833)      1997            40
CA     Anaheim/W Penhall Way                 978,331       2,772,896        3,751,227          (354,001)      1997            40
CA     Santa Ana/W Fifth St                  764,850       2,215,871        2,980,721          (305,521)      1997            40
CA     Long Beach/E Carson St              1,487,282       4,209,882        5,697,164          (511,101)      1997            40
CA     Long Beach/W Artesia Blvd           2,027,497       5,730,141        7,757,638          (729,330)      1997            40
CA     El Segundo/El Segundo Blv           2,067,936       5,800,508        7,868,444          (719,236)      1997            40
CA     Gardena/E Alondra Blvd              1,082,189       3,036,303        4,118,492          (374,536)      1997            40
CA     Pico Rivera/E Slauson Ave                   -       7,053,680        7,053,680          (801,031)      1997            40
CA     Whittier/Comstock                   1,232,645       3,608,976        4,841,621          (436,661)      1997            40
CA     Baldwin Park/Garvey Ave               570,476       1,670,331        2,240,807          (214,566)      1997            40
CA     Glendora/E Arrow Hwy                  875,659       2,464,446        3,340,105          (315,120)      1997            40
CA     Pomona/Ridgeway                       812,206       2,538,544        3,350,750          (337,486)      1997            40
CA     Riverside/Fairgrounds St              677,115       1,980,237        2,657,352          (271,028)      1997            40
CA     Cathedral City/E Ramon Rd           1,487,350       4,264,633        5,751,983          (534,111)      1997            40
CA     Palm Springs/Radio Road             1,013,781       3,000,577        4,014,358          (377,568)      1997            40
CA     Campbell/187 E Sunnyoaks              781,574       1,928,577        2,710,151          (206,748)      1997            40
CA     Roseville/6th Street                  794,891       2,364,555        3,159,446          (284,643)      1997            40
CA     Roseville/Junction Blvd               919,546       2,564,244        3,483,790          (286,489)      1997            40
CA     Spring Valley/Jamacha Rd              825,263       2,448,167        3,273,430          (289,009)      1997            40
CA     N Highlands/Elkhorn Blvd              490,557       1,574,025        2,064,582          (222,586)      1998            40
CA     Los Angeles/Centinela Ave               2,490       5,371,730        5,374,220          (307,837)      1998            40
CA     Los Alamitos/Cerritos Ave           2,029,290       5,886,700        7,915,990          (547,558)      1998            40
CA     Los Angeles/W Pico Blvd             1,126,798       3,387,769        4,514,567          (370,766)      1998            40
CA     Redwood City/Willow St              3,125,156       3,900,697        7,025,853          (242,636)      1999            40
CA     Oceanside/Oceanside Blvd            2,295,345       6,407,747        8,703,092          (368,456)      1999            40
CA     Campbell/Curtner Ave                2,170,551       5,373,833        7,544,384          (227,025)      2000            40
CA     Santa Rosa/Hearn Ave                1,208,718       5,311,049        6,519,767           (66,481)      2001            40
CO     Broomfield/W 120th Ave                691,893       1,927,376        2,619,269          (258,218)      1997            40
CO     Lakewood/W Mississippi              1,350,196       3,868,052        5,218,248          (446,696)      1997            40
CO     Denver/W 96th Ave                     857,144       2,371,161        3,228,305           (90,951)      2000            40
CT     Wethersfield                          486,165       2,278,242        2,764,407          (396,998)      1994            40
CT     East Hartford                         992,547       2,872,231        3,864,778          (513,206)      1995            40
CT     Waterbury                             751,111       2,163,519        2,914,630          (352,837)      1996            40
CT     Rocky Hill                          1,346,491       5,201,018        6,547,509          (572,412)      1996            40
CT     Farmington                          1,276,827       3,556,140        4,832,967          (527,685)      1996            40
CT     Stamford/Commerce Rd                4,058,231      13,784,799       17,843,030          (923,697)      1997            40
CT     Brookfield/Brookfield-Fed           1,050,048       3,688,428        4,738,476          (262,438)      1998            40
FL     Longwood                              862,849       2,606,436        3,469,285          (811,516)      1988            40
FL     Sarasota                            2,007,894       2,969,417        4,977,311          (851,183)      1988            40
FL     WPB Southern                        1,021,536       3,230,326        4,251,862          (572,525)      1991            40
FL     WPB II                                551,784       2,496,184        3,047,968          (543,987)      1991            40
FL     Ft. Myers                             645,219       2,030,929        2,676,148          (356,478)      1994            40
FL     North Lauderdale                    1,282,469       3,494,121        4,776,590          (664,909)      1994            40
FL     Naples                                636,051       2,472,381        3,108,432          (377,859)      1994            40
FL     Hallandale                          1,855,722       5,176,474        7,032,196          (838,721)      1995            40
FL     Davie                               2,005,091       5,606,300        7,611,391          (987,878)      1995            40
FL     Tampa/Adamo                           837,180       2,447,221        3,284,401          (438,811)      1995            40
FL     SR 84 (Southwest)                   1,903,782       5,363,349        7,267,131          (887,166)      1995            40
FL     Quail Roost                         1,682,210       4,691,932        6,374,142          (747,118)      1995            40
FL     Tamiami                             1,962,917       5,491,675        7,454,592          (935,566)      1995            40
FL     Highway 441 (2nd Avenue)            1,734,958       4,931,202        6,666,160          (822,945)      1995            40
FL     Miami Sunset                        2,205,018       6,138,404        8,343,422        (1,038,881)      1995            40
FL     Doral (Archway)                     1,639,215       4,642,555        6,281,770          (803,633)      1995            40
FL     Boca Raton                          1,509,136       4,316,202        5,825,338          (659,810)      1996            40
FL     Ft Lauderdale                       1,066,708       3,084,358        4,151,066          (492,197)      1996            40
FL     Coral Way                           1,664,438       4,631,759        6,296,197          (681,886)      1996            40
FL     Miller Rd.                          1,417,332       4,071,135        5,488,467          (651,101)      1996            40
FL     Harborview/Port Charlotte           1,519,170       3,187,066        4,706,236          (429,421)      1996            40
FL     Miami Gardens/441                     544,221       1,721,108        2,265,329          (291,992)      1996            40
FL     Miramar/State Rd 7                  1,800,942       5,612,274        7,413,216          (890,752)      1996            40
FL     Delray Bch/W Atlantic Blvd            392,563       1,237,072        1,629,635          (210,307)      1996            40
FL     Sarasota/N Washington Bl            1,039,483       3,030,590        4,070,073          (393,534)      1997            40
FL     West Palm Bch/N Military              787,989       2,206,352        2,994,341          (223,534)      1998            40
FL     Miami/SW 127th Ave                      2,942       5,530,849        5,533,791          (510,100)      1998            40
FL     WPB/Congress Avenue                   497,198       4,950,769        5,447,967           (67,965)      1999            40
FL     WPB/Okeechobee Blvd                 1,290,073       3,153,882        4,443,955          (304,673)      1999            40
FL     Bradenton/Manatee Ave                 840,621       2,285,074        3,125,695          (135,244)      1999            40
FL     Brandon/Providence Road               893,677       3,264,123        4,157,800          (241,339)      2000            40
GA     South Cobb                            161,509       1,557,078        1,718,587          (393,533)      1992            40
GA     Lilburn                               634,879       1,882,963        2,517,842          (403,634)      1994            40
</TABLE>

                                       70

<PAGE>

<TABLE>
<S>    <C>                                 <C>             <C>              <C>              <C>              <C>             <C>
GA     Eastpoint                             937,618       2,971,122        3,908,740          (540,133)      1994            40
GA     Acworth                               520,032       1,926,426        2,446,458          (316,968)      1994            40
GA     Western Hills                         846,462       2,838,984        3,685,446          (449,529)      1994            40
GA     Stone Mountain                      1,057,192       3,023,573        4,080,765          (481,705)      1996            40
IL     Chicago/W Fullerton Ave             1,001,294       2,778,919        3,780,213           (91,095)      2000            40
IL     Riverwoods/N Milwaukee Av           1,140,463       6,226,848        7,367,311           (56,666)      2001            40
IN     Marion/W 2nd St                       231,441         783,229        1,014,670          (146,930)      1997            40
IN     Indianapolis/N Illinois               368,997       1,104,765        1,473,762          (152,910)      1997            40
IN     Indianapolis/W 10th St                602,650       1,771,429        2,374,079          (216,650)      1997            40
IN     Indianapolis/Hawthorn Pk            1,263,833       3,659,744        4,923,577          (433,421)      1997            40
IN     Indianapolis/E 56th St              1,037,958       3,008,455        4,046,413          (358,782)      1997            40
IN     Indianapolis/E 42nd St                669,964       1,969,925        2,639,889          (239,530)      1997            40
IN     Indianapolis/E 86th St                400,707       1,225,235        1,625,942          (169,077)      1997            40
IN     Indianapolis/Beachway Dr              530,051       1,552,699        2,082,750          (189,964)      1997            40
IN     Indianapolis/Crawfordsvil             270,251         849,008        1,119,259          (117,387)      1997            40
IN     Indianapolis/Fulton Dr                326,439       1,104,984        1,431,423          (159,885)      1997            40
IN     Indianapolis/N Meridian                     -         599,890          599,890          (158,815)      1997            40
IN     Indianapolis/Fry Rd                   621,565       1,941,048        2,562,613          (266,160)      1997            40
IN     Greenwood/E Stop 11 Rd                799,308       2,345,635        3,144,943          (272,849)      1997            40
IN     Clarksville/N Hallmark                 56,069         331,526          387,595           (76,001)      1997            40
IN     Jeffersonville/E 10th St              453,161       1,497,028        1,950,189          (233,064)      1997            40
IN     New Albany/Grant Line Rd              191,254         623,817          815,071          (100,813)      1997            40
IN     Jeffersonville/W 7th St               332,558       1,055,429        1,387,987          (159,661)      1997            40
IN     Clarksville/Woodstock Dr              289,722         899,126        1,188,848          (126,609)      1997            40
IN     New Albany/Progress Blvd              391,250       1,216,289        1,607,539          (163,170)      1997            40
KS     Olathe                                429,808       1,306,768        1,736,576          (298,380)      1994            40
KY     Louisville/Bardstown                  666,131       1,866,909        2,533,040          (260,090)      1997            40
KY     Louisville/Dixie Highway              656,868       1,886,315        2,543,183          (255,209)      1997            40
KY     Louisville/Preston Hwy              1,080,333       3,869,460        4,949,793          (428,864)      1997            40
KY     Valley Station/Val Sta Rd             625,551       2,458,427        3,083,978          (225,550)      1997            40
KY     Louisville/Adams St                   756,748       2,349,890        3,106,638          (280,156)      1997            40
MA     Whitman                               936,591       3,440,216        4,376,807          (408,986)      1994            40
MA     Brockton                            1,138,334       3,214,506        4,352,840          (485,780)      1996            40
MA     Northborough                          825,937       2,435,288        3,261,225          (394,557)      1996            40
MA     Nashua/Tyngsboro                    1,216,554       3,426,114        4,642,668          (521,362)      1996            40
MA     South Easton                          914,536       2,583,912        3,498,448          (378,357)      1996            40
MA     North Attleboro                     1,316,103       3,862,566        5,178,669          (468,167)      1996            40
MA     Fall River                            778,405       2,270,347        3,048,752          (336,656)      1996            40
MA     Salisbury                             775,702       2,210,014        2,985,716          (318,711)      1996            40
MA     Raynham/Broadway                      130,220       2,002,703        2,132,923          (165,335)      1997            40
MA     Plainville/Washington St              802,165       3,429,672        4,231,837          (268,826)      1998            40
MA     Abington/Bedford Street               845,731       2,347,522        3,193,253          (219,549)      1998            40
MA     Stoughton/Washington St               874,168       2,418,619        3,292,787          (142,032)      1999            40
MA     Everett/329 Second Street           2,348,595       2,404,458        4,753,053           (72,186)      2000            40
MD     Annapolis/Route 50                  1,774,896       5,013,434        6,788,330        (1,760,869)      1989            40
MD     Silver Spring                       2,776,490       4,579,135        7,355,625        (1,440,945)      1989            40
MD     Columbia                            1,057,034       3,431,545        4,488,579          (929,205)      1991            40
MD     Rockville                           1,376,588       4,041,697        5,418,285          (751,858)      1994            40
MD     Annapolis/Trout                     1,635,928       4,662,155        6,298,083          (859,821)      1994            40
MD     Millersville                        1,501,123       4,169,390        5,670,513          (685,966)      1995            40
MD     Waldorf                             1,169,197       3,230,939        4,400,136          (524,241)      1995            40
MD     Rt 3/Millersville                     550,368       1,578,044        2,128,412          (241,574)      1996            40
MD     Balto City/E Pleasant St            1,551,339       5,062,368        6,613,707          (653,799)      1996            40
MD     Wheaton/Georgia Avenue              2,541,788       7,012,911        9,554,699          (760,534)      1997            40
MD     Owings Mills/Owings Mills           1,232,006       3,432,239        4,664,245          (312,940)      1998            40
MD     Columbia/Berger Rd                  1,415,235       4,012,635        5,427,870          (424,042)      1998            40
MD     Germantown/Wisteria Dr              1,604,410       4,474,618        6,079,028          (448,147)      1998            40
MD     Towson/E Joppa Rd                       6,720       7,534,799        7,541,519          (609,469)      1998            40
MD     Bethesda/River Road                 2,638,124       7,356,281        9,994,405          (614,703)      1998            40
MD     Towson/203 E Joppa Rd               1,307,924       4,475,855        5,783,779          (274,117)      1999            40
MD     Germantown/Fredrick Rd              2,087,805       3,609,011        5,696,816          (182,117)      1999            40
MD     Abington/Constant Frndshp           1,543,176       3,129,870        4,673,046           (39,216)      2001            40
MI     Lincoln Park                        1,028,677       3,839,942        4,868,619          (589,994)      1995            40
MI     Tel-Dixie                             608,495       1,727,780        2,336,275          (320,266)      1995            40
MI     Troy/Coolidge Highway               1,268,321       3,548,809        4,817,130          (483,535)      1996            40
MI     Grand Rapids/28th St SE               601,962       1,741,366        2,343,328          (258,808)      1996            40
MI     Grandville/Spartan Ind Dr             583,379       1,943,793        2,527,172          (276,960)      1996            40
MI     Linden/S Linden Rd                    609,262       1,931,016        2,540,278          (295,906)      1997            40
MI     Farmington Hills/Gr Riv                   944         187,673          188,617           (79,464)      1997            40
MI     Belleville/Old Rawsonvill           1,606,891       4,480,207        6,087,098          (421,773)      1998            40
MI     Canton/Canton Center Rd             1,060,046       2,996,980        4,057,026          (269,684)      1998            40
MI     Chesterfield/23 Mild Rd             1,071,860       3,064,183        4,136,043          (287,285)      1998            40
</TABLE>

                                       71

<PAGE>

<TABLE>
<S>    <C>                                 <C>            <C>              <C>               <C>              <C>             <C>
MI     Mt Clemens/N River Rd                 807,393       2,326,690        3,134,083          (228,374)      1998            40
MI     Shelby Twnshp/Van Dyke              1,648,302       4,531,924        6,180,226          (386,105)      1998            40
MI     Southgate/Allen Road                  905,898       3,445,406        4,351,304          (337,840)      1998            40
MI     Ypsilanti/Carpenter Rd              1,296,808       3,598,501        4,895,309          (327,277)      1998            40
MO     Grandview                             511,576       1,661,023        2,172,599          (358,505)      1994            40
MO     St Charles/1st Capital 0694         1,251,785       3,400,831        4,652,616           (77,990)      2001            40
NC     Charlotte/Tryon St                  1,006,990       2,816,081        3,823,071          (427,514)      1996            40
NC     Charlotte/Amity Rd                    951,444       2,740,839        3,692,283          (416,904)      1996            40
NC     Pineville/Crump Road                  765,753       2,137,234        2,902,987          (214,691)      1998            40
NJ     Lawnside                            1,095,126       3,389,580        4,484,706          (559,608)      1995            40
NJ     Cherry Hill/Cuthbert                  720,183       2,008,581        2,728,764          (344,568)      1995            40
NJ     Cherry Hill/Route 70                  693,641       2,057,618        2,751,259          (349,743)      1995            40
NJ     Pomona                                534,281       1,535,315        2,069,596          (236,332)      1996            40
NJ     Mays Landing                          391,216       1,113,446        1,504,662          (167,341)      1996            40
NJ     Hackensack/S River St               3,993,539      11,080,306       15,073,845        (1,423,725)      1996            40
NJ     Secaucus/Paterson Plank             3,108,351       8,663,767       11,772,118        (1,120,895)      1996            40
NJ     Harrison/Harrison Ave                 886,738       2,709,337        3,596,075          (364,224)      1996            40
NJ     Orange/Oakwood Ave                  2,633,661       7,258,207        9,891,868          (945,370)      1996            40
NJ     Flanders/Bartley Flanders             652,270       1,866,006        2,518,276          (264,064)      1996            40
NJ     Mt Laurel/Ark Road                    679,341       1,938,237        2,617,578          (254,531)      1997            40
NJ     Ho Ho Kus/Hollywood Ave             4,477,747      12,303,093       16,780,840        (1,406,631)      1997            40
NJ     Millville/S Wade Blvd                 304,497       1,022,953        1,327,450          (154,497)      1997            40
NJ     Williamstown/Glassboro Rd             484,529       1,460,880        1,945,409          (196,174)      1997            40
NJ     West New York/55th St                 854,303       2,565,412        3,419,715          (272,646)      1998            40
NJ     Englewood/Grand Avenue              1,059,075       5,661,753        6,720,828          (271,533)      1999            40
NJ     Edgewater/River Road                2,975,770       8,065,684       11,041,454          (415,432)      1999            40
NJ     Tom's River/Route 37 East           1,368,530       3,717,523        5,086,052          (139,972)      1999            40
NM     Lomas                                 251,018         794,683        1,045,701          (172,079)      1994            40
NM     Montgomery                            606,860       1,778,766        2,385,626          (383,527)      1994            40
NM     Legion                                      -       2,046,740        2,046,740          (399,170)      1994            40
NM     Ellison                               620,366       1,848,206        2,468,572          (382,039)      1994            40
NM     Hotel Circle                          255,163       1,738,299        1,993,462          (289,013)      1994            40
NM     Eubank                                577,099       1,886,080        2,463,179          (403,288)      1994            40
NM     Coors                                 494,400       1,507,040        2,001,440          (297,951)      1994            40
NM     Osuna                                 696,685       2,225,983        2,922,668          (413,839)      1994            40
NM     Santa Fe/875 W San Mateo            1,128,533       3,209,860        4,338,393          (338,605)      1998            40
NM     Albuquerque/Central Ave,E             552,498       1,840,928        2,393,426          (325,297)      1998            40
NV     Rainbow                               892,753       2,570,044        3,462,797          (482,070)      1994            40
NV     Oakey                                 663,607       2,023,899        2,687,506          (363,567)      1995            40
NV     Tropicana                             815,085       2,455,233        3,270,318          (468,742)      1994            40
NV     Sunset                                947,534       2,775,999        3,723,533          (541,345)      1994            40
NV     Sahara                              1,217,565       3,631,886        4,849,451          (640,261)      1995            40
NV     Charleston                            558,006       1,647,728        2,205,734          (285,015)      1995            40
NV     Las Vegas-Sahara/Pioneer            1,043,939       2,956,268        4,000,207          (468,477)      1996            40
NV     Las Vegas/S Nellis Blvd               621,015       1,901,448        2,522,463          (255,380)      1997            40
NV     Las Vegas/W Cheyenne Rd               817,432       2,471,119        3,288,551          (303,353)      1998            40
NV     Henderson/Stephanie Pl              1,654,456       4,829,386        6,483,842          (511,062)      1998            40
NV     Las Vegas/5801 W Charlest             931,763       2,641,592        3,573,355          (270,345)      1998            40
NY     Coram/Bald Hill                     1,980,956       5,570,651        7,551,607          (789,873)      1996            40
NY     Mahopac/Rt 6 and Lupi Ct            1,302,537       3,661,463        4,964,000          (432,650)      1997            40
NY     Kingston/Sawkill Rd                   680,141       3,160,597        3,840,738          (277,304)      1997            40
NY     New Paltz/So Putt Corners             550,013       1,687,268        2,237,281          (214,882)      1997            40
NY     Saugerties/Route 32                   680,770       2,066,623        2,747,393          (324,034)      1997            40
NY     Amsterdam/Route 5 So                  397,286       1,172,748        1,570,034          (146,634)      1997            40
NY     Ridge/Middle Country Rd             1,360,419       3,750,368        5,110,787          (385,517)      1998            40
NY     Bronx/Third Avenue                    768,920       2,290,688        3,059,608          (255,045)      1998            40
NY     New Rochelle/Huguenot St            1,365,672       4,005,242        5,370,914          (426,688)      1998            40
NY     Mt Vernon/Northwest St                  5,552       5,598,722        5,604,274          (594,579)      1998            40
NY     Bronx/Zerega Avenue                 1,597,074       4,544,660        6,141,734          (480,602)      1998            40
NY     Bronx/Bruckner Blvd                 4,646,626      13,230,838       17,877,464        (1,330,088)      1998            40
NY     Bronx/112 Bruckner Blvd             2,823,516       7,730,460       10,553,976          (655,914)      1998            40
NY     Brooklyn/Albemarle Rd               3,443,462       9,508,597       12,952,059          (826,048)      1998            40
NY     Long Island City/Starr              4,417,524      12,140,888       16,558,412        (1,041,910)      1998            40
NY     New York/W 143rd St                 1,822,780       5,055,769        6,878,549          (458,413)      1998            40
NY     Brooklyn/John St                    3,487,270       9,692,909       13,180,179          (851,250)      1998            40
NY     New York/W 21st St.                 3,920,704      10,765,190       14,685,894          (908,414)      1998            40
NY     Hicksville/S Broadway               1,844,702       5,010,349        6,855,051          (197,535)      1999            40
NY     Yonkers/Saw Mill River              1,548,077       4,386,721        5,934,798          (291,930)      1999            40
NY     White Plains/S Kensico              1,297,671       3,807,824        5,105,495          (258,817)      1999            40
NY     New York/531 W 21st St              3,933,613      10,828,854       14,762,467          (639,821)      1999            40
NY     Hauppage/Old Willets Path             713,348       4,267,926        4,981,274          (146,721)      2000            40
NY     Staten Island/Arden Ave             4,963,164       6,627,073       11,590,237           (85,485)      2001            40
</TABLE>

                                       72

<PAGE>

<TABLE>
<S>    <C>                                <C>             <C>              <C>              <C>               <C>             <C>
OH     Akron/Chenoweth Rd                    503,427       1,683,851        2,187,278          (252,852)      1997            40
OH     Streetsboro/Frost Rd                  622,985       2,014,438        2,637,423          (305,146)      1997            40
OH     Kent/Cherry St                        514,697       1,540,230        2,054,927          (233,662)      1997            40
OH     Amherst/Leavitt                       393,156       1,253,626        1,646,782          (201,272)      1997            40
OH     East Lake/Lakeland Blvd               433,600       1,418,847        1,852,447          (221,775)      1997            40
OH     Mentor/Mentor Ave                   1,052,166       3,026,128        4,078,294          (423,071)      1997            40
OH     Mentor/Heisley Road                   338,504       1,169,864        1,508,368          (158,372)      1997            40
OH     Columbus/W Broad St                   896,942       2,646,751        3,543,693          (337,241)      1997            40
OH     Columbus/S High St                    789,851       2,247,179        3,037,030          (270,364)      1997            40
OH     Columbus/Innis Rd                   1,702,121       5,526,769        7,228,890          (559,869)      1997            40
OH     Columbus/E Main St                    669,964       1,969,378        2,639,342          (258,377)      1997            40
OH     Columbus/E Cooke Rd                 1,185,678       3,421,365        4,607,043          (415,375)      1997            40
OH     Worthington/Reliance St               533,063       1,543,534        2,076,597          (191,274)      1997            40
OH     Delaware/State Rt 23                   78,878         274,741          353,619           (51,935)      1997            40
OH     Trotwood/Salem Bend Dr              1,047,147       2,994,393        4,041,540          (367,053)      1997            40
OH     Worthington/Alta View Blv             463,891       1,230,928        1,694,819          (138,829)      1997            40
OH     Columbus/W Dublin-Grand               829,997       2,370,849        3,200,846          (271,524)      1997            40
OH     Dublin/Old Avery Road                 713,365       2,031,281        2,744,646          (235,108)      1997            40
OH     Hilliard/Parkway Lane                 740,557       2,099,543        2,840,100          (241,233)      1997            40
OH     Columbus/Urlin Avenue                 830,830       2,363,033        3,193,863          (243,579)      1998            40
OH     Columbus/Schofield Dr                 580,734       1,691,895        2,272,629          (197,521)      1998            40
OH     Columbus/Wilson Road                  732,102       2,115,125        2,847,227          (237,736)      1998            40
OH     Columbus/2929 Dublin Rd               709,914       2,035,968        2,745,882          (214,455)      1998            40
OH     Columbus/Kenny Road                   717,989       2,085,644        2,803,633          (230,338)      1998            40
OH     Columbus/South Hamilton               405,448       2,121,818        2,527,266          (148,631)      1998            40
OK     Sooner Road                           453,185       1,411,024        1,864,209          (293,037)      1994            40
OK     10th Street                           621,413       1,756,517        2,377,930          (297,769)      1994            40
OK     Midwest City                          443,545       1,346,281        1,789,826          (286,222)      1994            40
OK     Meridian                              244,143       1,142,719        1,386,862          (238,863)      1994            40
OK     Air Depot                             347,690       1,133,715        1,481,405          (265,009)      1994            40
OK     Peoria                                540,318       1,610,513        2,150,831          (296,050)      1995            40
OK     11th & Mingo                          757,054       2,316,770        3,073,824          (446,331)      1995            40
OK     Skelly                                173,331         620,303          793,634          (136,328)      1995            40
OK     Lewis                                 626,512       1,834,662        2,461,174          (324,621)      1995            40
OK     Sheridan                              531,978       1,645,985        2,177,963          (315,254)      1995            40
OK     OKC/33rd Street                       270,631         871,404        1,142,035          (163,872)      1996            40
OK     OKC/South Western                     722,126       1,990,274        2,712,400          (261,359)      1997            40
OK     Tulsa/So Garnett Road                 358,960       1,148,962        1,507,922          (115,947)      1997            40
OK     NW Expressway/Roxbury                 599,660       1,988,707        2,588,367          (388,050)      1998            40
OR     Hillsboro/229th Ave                 1,201,930       3,372,724        4,574,654          (497,410)      1996            40
OR     Beaverton/Murray Ave                1,090,571       3,083,232        4,173,803          (456,167)      1996            40
OR     Aloha/185th Ave                     1,340,729       3,715,534        5,056,263          (529,238)      1996            40
PA     King of Prussia                     1,354,359       3,845,738        5,200,097          (665,062)      1995            40
PA     Warminster                            891,048       2,934,980        3,826,028          (460,368)      1995            40
PA     Allentown                             578,632       1,723,024        2,301,656          (324,217)      1995            40
PA     Bethlehem                             843,324       2,460,659        3,303,983          (447,175)      1995            40
PA     Norristown                            872,159       2,465,199        3,337,358          (394,577)      1996            40
PA     Malvern/E Lancaster                 1,078,203       4,558,619        5,636,822          (412,768)      1997            40
PA     West Chester/Downington               568,490       1,668,429        2,236,919          (244,574)      1997            40
PA     Huntingdon Valley/Welsh               586,181       1,640,761        2,226,942          (176,785)      1998            40
PA     Philadelphia/Wayne Ave              1,784,728       5,099,106        6,883,834          (471,741)      1998            40
TN     SUSA Partnership L.P.              10,040,059      55,580,397       65,620,457       (10,659,416)      1994             5
TN     Summer                                172,093       2,864,768        3,036,861        (1,020,637)      1986            40
TN     Union                                 485,570       4,399,722        4,885,292          (837,328)      1987            40
TN     Memphis/Mt Moriah                   1,034,883       2,742,301        3,777,184          (723,368)      1989            40
TN     Antioch/Nashville                     822,125       2,482,630        3,304,755          (513,937)      1994            40
TN     Keyport (Gateway)                     403,492       1,242,989        1,646,481          (257,284)      1994            40
TN     Chattanooga                           684,433       2,355,766        3,040,199          (307,080)      1995            40
TN     Memphis/Ridgeway                      638,849       2,575,754        3,214,603          (388,180)      1995            40
TN     Winchester                            774,069       3,704,261        4,478,330          (340,028)      1997            40
TN     Nashville/Lebanon Pike              1,367,280       3,835,105        5,202,385          (559,901)      1996            40
TN     Nashville/Haywood                     452,272       1,351,232        1,803,504          (206,984)      1996            40
TN     Nashville/Murfreesboro                724,547       2,345,978        3,070,525          (242,683)      1996            40
TN     Memphis/2939 Poplar                 1,839,659       4,654,155        6,493,814          (418,857)      1997            40
TN     Nashville/Trousdale                 1,441,554       4,694,797        6,136,351          (577,423)      1996            40
TN     Nashville/Murfreesboro              1,226,323       3,490,108        4,716,431          (489,643)      1996            40
TN     Nashville/Old Hickory Rd            1,275,879       3,752,053        5,027,932          (529,291)      1996            40
TN     Antioch/Bell Road                     845,328       2,448,692        3,294,020          (367,382)      1996            40
TN     Franklin/Liberty Pike                 848,428       3,301,861        4,150,289          (384,818)      1996            40
TN     Memphis/5675 Summer Ave               384,520       1,269,548        1,654,068          (188,664)      1997            40
TN     Memphis/4705 Winchester               426,742       1,447,020        1,873,762          (242,786)      1997            40
TN     Memphis/Madison Avenue                190,273         697,132          887,405          (148,435)      1997            40
</TABLE>

                                       73

<PAGE>

<TABLE>
<S>    <C>                               <C>           <C>              <C>                <C>                <C>             <C>
TN     Memphis/Raleigh-LaGrange              283,689         894,332        1,178,021          (136,837)      1997            40
TN     Memphis/4175 Winchester               233,998         758,032          992,030          (128,538)      1997            40
TN     Memphis/American Way                  327,439       1,137,338        1,464,777          (168,108)      1997            40
TN     Memphis/6390 Winchester               349,851       1,151,335        1,501,186          (162,620)      1997            40
TN     Collierville/W Poplar               1,122,353       2,434,271        3,556,624          (268,442)      1997            40
TN     Antioch/2757 Murfreesboro           1,341,846       3,812,284        5,154,130          (461,472)      1997            40
TN     Memphis/Shelby Oaks                   450,081       1,455,923        1,906,004          (190,536)      1997            40
TN     Cordova/Autumn Creek                  766,179       2,158,049        2,924,228          (228,449)      1998            40
TN     Cordova/N Germantown                  996,671       2,828,438        3,825,109          (313,514)      1998            40
TN     Cordova/Moriarty Rd                   684,646       1,948,121        2,632,767          (217,272)      1998            40
TN     Cordova/389 N Germantown Pkwy       1,432,040       3,932,664        5,364,704          (241,789)      1998            40
TN     Memphis/Hickory Hill                  720,000       3,870,308        4,590,308          (267,187)      1998            40
TN     Bartlett/Germantown Rd N              720,773       2,022,081        2,742,854          (168,186)      1999            40
TN     Memphis/7301 Winchester             1,023,899       2,805,346        3,829,245          (224,074)      1998            40
TN     Bartlett/6937 Stage Road              629,735       3,037,281        3,667,016          (176,001)      1999            40
TN     Memphis/Kirby Parkway                 554,919       1,661,080        2,215,999          (141,657)      1999            40
TN     Memphis/Covington Way               1,009,816       2,767,105        3,776,921          (101,353)      2000            40
TX     White Settlement                    1,370,978       3,505,676        4,876,654          (679,967)      1994            40
TX     Airport Freeway                       616,535       2,020,257        2,636,792          (398,812)      1994            40
TX     Midway                              1,169,859       3,405,144        4,575,003          (550,637)      1994            40
TX     Dallas/Preston                      1,194,744       3,305,604        4,500,348          (522,623)      1995            40
TX     Bedford                               927,520       2,635,174        3,562,694          (401,406)      1996            40
TX     Spring/I-45 North                   1,114,300       3,181,938        4,296,238          (428,920)      1996            40
TX     Sugarland/Old Mill Rd                 681,063       2,013,105        2,694,168          (291,241)      1996            40
TX     Dallas/N Dallas Pkwy                  895,071       2,491,510        3,386,581          (335,369)      1997            40
TX     Alvin/Mustang Road                    372,810       1,147,816        1,520,626          (169,847)      1997            40
TX     Clute/Brazos Park Drive               617,041       1,994,159        2,611,200          (235,744)      1997            40
TX     Houston/South Main                  1,112,533       3,036,301        4,148,834          (318,405)      1997            40
TX     Austin/McNeil Drive                   916,403       2,520,890        3,437,293          (267,503)      1998            40
TX     Plano/Wagner Way                    1,043,240       2,864,525        3,907,765          (302,254)      1998            40
TX     Carrollton/W Frankford Rd             795,891       2,196,520        2,992,411          (237,093)      1998            40
TX     Pasadena/Red Bluff Rd                 608,467       1,744,406        2,352,873          (204,002)      1998            40
TX     Dallas/N Central Express            1,217,617       3,378,600        4,596,217          (361,875)      1998            40
TX     Spring/Spring Stuebner                623,950       1,812,877        2,436,827          (190,463)      1998            40
TX     Addison/16280 Addison Rd            1,392,860       3,829,547        5,222,407          (297,992)      1998            40
TX     Grapevine/State Highway             1,255,236       3,442,878        4,698,114          (223,620)      1999            40
TX     Dallas/Lemmon Ave                   1,213,198       3,389,844        4,603,042          (226,613)      1999            40
TX     Dallas/19211 Preston Road           1,371,964       3,755,463        5,127,427          (244,182)      1999            40
UT     Sandy                                 949,065       2,670,646        3,619,711          (519,847)      1994            40
UT     West Valley                           576,248       1,658,400        2,234,648          (262,956)      1995            40
VA     Fairfax Station                     1,131,884       2,376,910        3,508,794          (518,518)      1993            40
VA     Chantilly                             882,257       3,255,564        4,137,821          (573,775)      1994            40
VA     Reston                                551,285       4,579,931        5,131,216          (358,414)      1996            40
VA     Falls Church                        1,225,791       3,583,462        4,809,253          (590,776)      1995            40
VA     Willow Lawn                         2,278,761       5,576,388        7,855,149          (620,057)      1996            40
VA     Stafford/Jefferson Davis              756,323       2,162,573        2,918,896          (315,455)      1996            40
VA     Fredericksburg/Jefferson              832,246       1,921,162        2,753,408          (264,467)      1996            40
VA     Fredericksburg/Plank Rd             1,152,842       3,566,229        4,719,071          (371,660)      1996            40
VA     Alexandria/N Henry St               2,441,309       6,756,497        9,197,806          (733,466)      1997            40
VA     Falls Church/Hollywood Rd           2,225,719       6,142,413        8,368,132          (661,591)      1997            40
VA     Alexandria/Kings Centre             1,612,518       3,132,560        4,745,078          (262,564)      1998            40
VA     Fairfax/Prosperity Ave              1,133,438       3,794,826        4,928,264          (244,335)      1999            40
VA     Sterling/Woodland Rd                  654,255       3,279,813        3,934,068          (209,669)      1999            40
VA     Falls Church/Seminary Rd              580,267       4,345,556        4,925,823           (62,142)      2000            40
VA     Richmond/W. End Drive 0712          1,275,731       3,449,197        4,724,928              (927)      2001            40
WA     Vancouver/78th St                     756,643       2,132,961        2,889,604          (317,017)      1996            40
WA     Seattle/N 130th Street              1,764,323       4,799,222        6,563,545          (263,325)      1999            40
                                    --------------------------------------------------------------------
                                         435,561,169   1,336,961,104    1,772,522,273      (172,291,144)
                                    ====================================================================
</TABLE>

                                       74

<PAGE>

Real Estate Roll-forward
(in thousands)

Balance at December 31, 2000                               1,710,725
     Additions during period:
         Acquisitions-other                     9,333
         Development                           24,301
         Facility expansions                   14,463
         Improvements and other                11,797
         Consolidation of Franchise assets     11,575
                                            -------------------------
                                                              71,469
     Deductions during period:
         Properties sold/exchanged                            (9,672)
                                                     ----------------
Balance at December 31, 2001                               1,772,522
                                                     ================

                                       75

<PAGE>

SCHEDULE IV
SUSA Partnership, LP
Mortgage Loans on Real Estate
as of December 31, 2001

Column A, Description: The Company's whole loan portfolio at December 31, 2001,
which primarily consists of first mortgages on self-storage facilities, is
presented in the following table (dollar amounts in thousands):

<TABLE>
<CAPTION>
                    Column A (continued)                 Column B          Column C           Column G
----------------------------------------------------------------------------------------------------------
                        Range of           Number       Interest Rate    Final maturity    Carrying Amount
                     Carrying Amounts     of Loans     as of 12/31/01        Date           of mortgages
----------------------------------------------------------------------------------------------------------
<S>                   <C>                   <C>        <C>                  <C>                   <C>
Construction loans      $0 - $1,000         15         5.25 - 10.00         Various               $  6,939
                       1,001 - 2,000         6          5.25 - 6.00         Various                  9,220
                       2,001 - 3,000         3             5.25             Various                  8,289
                       3,001 - 3,300         4             5.25             Various                 12,583
                           3,313             1             5.25             12/31/03                 3,313
                           3,381             1             5.25             12/31/03                 3,381
                           3,426             1             5.25             12/31/03                 3,426
                           3,501             1             5.49              4/30/03                 3,501
                           3,527             1             5.25              3/31/02                 3,527
                           3,566             1             4.75              4/30/02                 3,566
                           3,788             1             5.25             12/31/03                 3,788
                           3,927             1             5.25              6/18/02                 3,927
                           4,106             1             5.25             12/31/03                 4,106
                           4,572             1             4.75              2/28/03                 4,572
                           4,685             1             5.25             12/31/03                 4,685
                           4,870             1             5.25             12/31/03                 4,870
                           4,938             1             5.25               2/5/03                 4,938
                           4,944             1             5.25              2/28/02                 4,944
                           4,977             1             5.25             12/31/03                 4,977
                                         -------                                               -----------
                                            43                                                    $ 98,552
                                         -------                                               -----------
</TABLE>

Notes:
(1)    Reconciliation of carrying amounts of mortgage loans (amounts in
       thousands):

Balance at December 31, 2000            $  113,272
Additions during 2001
   Loan Advances                             7,151
   Other - Accrued interest                    460
Deductions during 2001
   Collection of Principal                 (22,331)
                                       ------------
Ending Balance as of 12/31/01           $   98,552
                                       ============

(2)    Single franchisees of Storage USA Franchise Corp. may be mortgagees on a
       number of loans. Typically, each loan is secured by a single self-storage
       facility.

(3)    Interest only is due on the loans during the first two years with
       amortization of principal generally commencing in the third year based
       upon a 25-year schedule.

(4)    As of February 28, 2002, no interest was delinquent on these loans.

                                       76

<PAGE>

(5)    The geographic distribution of the Company's whole loan portfolio at
       December 31, 2001 is as follows (dollar amounts in thousands):

State or Territory           Loans   Carrying Amount
----------------------------------------------------

Texas                          9           $  20,964
California                     8               9,833
Missouri                       6              13,812
Alabama                        3               5,425
Colorado                       3               5,125
Florida                        2               6,638
Indiana                        2               3,560
New Jersey                     2               7,000
New Mexico                     2               3,718
Other states, 1 loan each      6              22,477
                             -----------------------
                              43           $  98,552
                             -----------------------

                                       77

<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on our behalf by the undersigned, thereunto duly authorized.

                                   SUSA PARTNERSHIP, L.P.
                                   BY STORAGE USA, INC.,
                                   GENERAL PARTNER

                                   By: /s/ Christopher P. Marr
                                       -----------------------
                                   Christopher P. Marr
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)
                                   March 29, 2002

                                  POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

     Signature                     Title                            Date
     ---------                     -----                            ----
/s/ Dean Jernigan           Chairman of the Board of Directors   March 29, 2002
---------------------
                            Chief Executive Officer (Principal
Dean Jernigan               Executive Officer)

/s/ Howard P. Colhoun       Director                             March 29, 2002
---------------------
Howard P. Colhoun

/s/ C. Ronald Blankenship   Director                             March 29, 2002
---------------------

C. Ronald Blankenship

/s/ Harry J. Thie           Director                             March 29, 2002
---------------------
Harry J. Thie

/s/ Mark Jorgensen          Director                             March 29, 2001
---------------------
Mark Jorgensen

/s/ John McCann             Director                             March 29, 2002
---------------------
John McCann

/s/ William D. Sanders      Director                             March 29, 2002
---------------------

William D. Sanders

/s/ Caroline S. McBride     Director                             March 29, 2002
---------------------
Caroline S. McBride

/s/ Alan B. Graf, Jr.       Director                             March 29, 2002
---------------------
Alan B. Graf, Jr.

                                       78

<PAGE>

                                  EXHIBIT INDEX

     Certain of the following documents are filed herewith. Certain other of the
following documents have been previously filed with the Securities and Exchange
Commission and, pursuant to Rule 12b-32, are incorporated herein by reference.

Exhibit No.   Description
-----------   -----------

3.1           Amended and Restated Charter of Storage USA, Inc. (the "GP"),
              (filed as Exhibit 3.1 to our Registration Statement on Form S-3
             (File No. 333-44641), and incorporated by reference herein).

3.2*          Restated and Amended Bylaws of the GP.

4*            Specimen Common Stock Certificate.

10.1*         Agreement between the GP and certain executive officers
              prohibiting conflicting self-storage interests.

10.2*         GP's 1993 Omnibus Stock Plan.

10.3*         SUSA Partnership, L.P. (the "Partnership") 401(k) Savings Plan.

10.4**        Form of Registration Rights Agreement relating to Partnership
              unit issuances in 1994.

10.5++        Form of Agreement of General Partners relating to certain
              Partnership unit issuances in 1995 and schedule of
              beneficiaries.

10.6++        Form of Registration Rights Agreement relating to certain
              issuances of Partnership units after 1994 and schedule of
              beneficiaries.

10.7++        Form of Stock Purchase Agreement in connection with the GP's
              1995 Employee Stock Purchase and Loan Plan, and schedule of
              participants.

10.8++        Form of Promissory Note in connection with the GP's 1995
              Employee Stock Purchase and Loan Plan, and schedule of issuers.

10.9++++      Second Amended and Restated Agreement of Limited Partnership of
              the Partnership, dated as September 21, 1994 (the "Partnership
              Agreement").

10.10         First Amendment to the Partnership Agreement, dated March 19,
              1996 (filed as Exhibit 10.3 to our Current Report on Form 8-K/A,
              filed April 1, 1996, and incorporated by reference herein).

10.11         Second Amendment to the Partnership Agreement, dated as of June
              14, 1996 (filed as Exhibit 10.0 to our Current Report on Form
              8-K/A filed July 17, 1996, and incorporated by reference
              herein).

10.12         Third Amendment to Partnership Agreement, dated as of August 14,
              1996 (filed as Exhibit 10.1 to our Amendment No. 1 to a
              Registration Statement on Form S-3 (File No. 333-04556), and
              incorporated by reference herein).

10.13         Strategic Alliance Agreement, dated as of March 1, 1996, between
              the GP and Security Capital Holdings S.A. and Security Capital
              U.S. Realty (filed as Exhibit 10.1 to our Current Report on Form
              8-K, filed on April 1, 1996, and incorporated by reference
              herein).

10.14         Amendment No. 1 to Strategic Alliance Agreement, dated June 14,
              1996, between the GP, the Partnership, Storage USA Trust,
              Security Capital U.S. Realty and Security Capital Holdings, S.A.
              (filed as Exhibit 10.2 to our Amendment No. 1 to Registration
              Statement on Form S-3 (File No. 333-04556), and incorporated by
              reference herein).

10.15         Registration Rights Agreement, dated as of March 19, 1996,
              between the GP, Security Capital Holdings, S.A. and Security
              Capital U.S. Realty (filed as Exhibit 10.2 to the Company's
              Current Report on Form 8-K, filed on April 1, 1996, and
              incorporated by reference herein).

                                     79

<PAGE>

10.16         Indenture, dated November 1, 1996, between the Partnership and
              First National Bank of Chicago, as Trustee (filed as Exhibit
              10.1 to our Current Report on Form 8-K, filed on November 8,
              1996, and incorporated by reference here in).
10.17+        First Amendment to the Adoption Agreement for our 401(k) Plan.

10.18         Amended and Restated Revolving Credit Agreement dated December
              23, 1997 (filed as an exhibit to our current Report on Form 8-K,
              filed on January 20, 1998,) and incorporated by reference
              herein.

10.19##       Second Amendment to Strategic Alliance Agreement dated as of
              November 20, 1997, between the GP and Security Capital U.S.
              Realty.

10.20##       Fourth Amendment to the Second Amended and Restated Agreement of
              Limited Partnership of SUSA Partnership, L.P. dated as of November
              12, 1998.

10.21##       Amendment No. 3 to GP's 1993 Omnibus Stock Plan, dated as of
              December 16, 1996.

10.22##       Amendment No. 4 to GP's 1993 Omnibus Stock Plan, dated as of
              November 4, 1998.

10.23##       The GP's 1996 Officers' Stock Option Loan Program, effective as
              of December 16, 1996.

10.24##       Form of Restricted Stock Award pursuant to the GP's 1993 Omnibus
              Stock Plan.

10.25##       The GP's 1998 Non-Executive Employee Stock Option Plan,
              effective as of November 4, 1998.

10.26##       The GP's Shareholder Value Plan, effective as of January 1,
              1999.

10.27###      Second Amended and Restated Unsecured Revolving Credit
              Agreement, dated as of May 26, 1999.

10.28###      Limited Liability Company Agreement of Storage Portfolio I LLC,
              by and between SUSA Partnership, L.P. and FREAM No. 18, LLC,
              dated May 13, 1999.

10.29###      First Amendment to Limited Liability Company Agreement of
              Storage Portfolio I LLC, dated as of June 7, 1999.

10.30###      Amendment No. 2 to the GP's 1995 Employee Stock Purchase and
              Loan Plan, dated as of May 5, 1999.

10.31####     Form of Severance Agreement between the GP and Dean Jernigan,
              Chairman, President and Chief Executive Officer, effective
              August 16, 1999.

10.32####     Form of Severance Agreement between the GP and Christopher P.
              Marr, Chief Financial Officer, effective August 16, 1999.

10.33####     Form of Change of Control Severance Agreement between the GP
              and each of:
              (I)John W. McConomy, Executive Vice President, General Counsel
              and Secretary;
              (II)Karl T. Haas, Executive Vice President Operations;
              (III)Morris J. Kriger, Executive Vice President Acquisitions;
              (IV)Francis C. ("Buck") Brown, III, Senior Vice President Human
              Resources;
              (V)Richard B. Stern, Senior Vice President Development; and
              (VI)Mark E. Yale, Senior Vice President Financial Reporting,
              effective August 16, 1999.

10.34####     Form of Change of Control Severance Agreement between the GP
              and each of:
              (I)Michael P. Kenney, Vice President Operations - Western
              Division,
              (II)Stephen R. Nichols, Vice President Operations - Eastern
              Division,
              (III)Richard J. Yonis, Vice President Operations - Central
              Division, effective August 16, 1999.

10.35####     Amendment No. 3 to the GP's 1995 Employee Stock Purchase and
              Loan Plan dated as of August 5, 1999.

10.36####     Amended and Restated Amendment No. 4 to the GP's 1993 Omnibus
              Stock Plan dated as of November 4, 1998.

                                     80

<PAGE>

10.37x        Summary of Material Terms of the GE Capital Transactions.

10.38xx       Limited Liability Company Agreement of Storage Development
              Portfolio, L.L.C., dated November 30, 1999 between SUSA
              Partnership, L.P. and Storage Ventures, L.P.

10.39xx       Limited Liability Company Agreement of Storage Acquisition
              Portfolio, L.L.C., dated November 30, 1999 between SUSA
              Partnership, L.P. and Storage Ventures, L.P.

10.40xx       Warrant Purchase Agreement dated November 30, 1999 between the
              GP and Storage Ventures, L.P.

10.41xx       Common Stock Warrant, dated November 30, 1999 issued by the GP
              to Storage Ventures, L.P.

10.42xx       Participation Rights Letter dated November 12, 1999 from te GP
              to Security Capital U.S. Realty Management.

10.43xxx      Amendment No. 5 to the GP's 1993 Omnibus Stock Plan, dated
              February 2, 2000.

10.44xxx      Form of Change of Control Severance Agreement between the GP
              and Bruce F. Taub.

10.45xxxx     Form of Employment Agreement between the GP and Dean Jernigan,
              effective February 3, 2000.

10.46xxxx     Form of Employment Agreement between the GP and Christopher P.
              Marr, effective February 3, 2000.

10.47xxxx     Form of Employment Agreement between the GP and John W.
              McConomy, effective February 3, 2000.

10.48xxxx     Form of Employment Agreement between the GP and Francis C.
              Brown III, effective February 3, 2000.

10.49xxxx     Form of Employment Agreement between the GP and Mark E. Yale,
              effective February 3, 2000.

10.50         Press Release, dated April 26, 2000, filed as an exhibit to our
              current Report on Form 8-K, filed on May 2, 2000, and
              incorporated by reference herein.

10.51&        Amendment No. 4 to the GP's 1995 Employee Stock Purchase and
              Loan Plan dated as of May 3, 2000.

10.52&        Employment Agreement between the GP and Bruce F. Taub, Senior
              Vice President, Acquisitions, dated as of February 3, 2000.

10.53&&       Letter Agreement, dated July 7, 2000, between Security Capital
              Group Incorporated and the GPS, filed as an exhibit to our
              Quarterly Report on Form 10-Q for the quarter ended September
              30, 2000, and incorporated by reference herein.

10.54&&       Form of Restricted Share Unit Award pursuant to the GP's 1993
              Omnibus Stock Plan.

10.55&&       Form of Employment Agreement between the GP and Edwin F. Ansbro,
              effective January 1, 2001.

10.56&&       Form of Change of Control Severance Agreement between the GP and
              Edwin F. Ansbro, effective January 1, 2001.

10.57         Form of Employment Agreement between the GP and Richard B.
              Stern, effective April 1, 2001.  Filed as an exhibit to our
              Quarterly Report of Form 10-Q for the quarter ended March 31,
              2001, and incorporated by reference herein.

10.58         Unsecured Revolving Credit Agreement dated as of December 29,
              2000. Filed as an exhibit to our Quarterly Report of Form 10-Q
              for the quarter ended March 31, 2001, and incorporated by
              reference herein.

10.59         Amendment No. 1 to the GP's Shareholder Value Plan, dated as of
              August 1, 2001. Filed as an exhibit to our Quarterly Report of
              Form 10-Q for the quarter ended June 30, 2001, and incorporated
              by reference herein.

                                     81

<PAGE>

10.60         Letter Agreement with Security Capital Group Incorporated dated
              September 7, 2001, dated September 10, 2001. Filed as an exhibit
              to the GP's current Report on Form 8-K, filed on September 10,
              2001, and incorporated by reference herein.

10.61         Third Amended and Restated Unsecured Revolving Credit Agreement,
              dated as of  September 17, 2001.  Filed as an exhibit to the
              GP's current Report on Form 8-K, filed on September 19, 2001,
              and incorporated by reference herein.

10.62         Form of First Amendment to Severance Agreements between the GP
              and each of the following executives, effective August 1, 2001:
              (I)    Dean Jernigan, Chairman of the Board, Chief Executive
                     Officer and President;
              (II)   Christopher P. Marr, Chief Financial Officer;
              (III)  Karl T. Haas, Executive Vice President Operations;
              (IV)   John W. McConomy, Executive Vice President, General
                     Counsel& Secretary;
              (V)    Edwin F. Ansbro, Senior Vice President, Chief Development
                     Officer, Storage USA Franchise Corp.;
              (VI)   Francis C. ("Buck") Brown III, Senior Vice President,
                     E-commerce;
              (VII)  Richard B. Stern, Senior Vice President, Development &
                     Construction;
              (VIII) Bruce F. Taub, Senior Vice President, Acquisitions;
              (IX)   Mark E. Yale, Senior Vice President, Financial Reporting;
              (X)    Michael P. Kenney, Vice President Operations, Western
                     Division;
              (XI)   Stephen R. Nichols, Vice President Operations, Eastern
                     Division;
              (XII)  Richard J. Yonis, Vice President Operations, Central
                     Division.
              Filed as an exhibit to our Quarterly Report of Form 10-Q for the
              quarter ended September 30, 2001, and incorporated by reference
              herein.

10.63         Form of Severance Agreement between the GP and each of the
              following executives, effective August 1, 2001:
              (I)    Bill K. Bugg, Jr., Vice President Development Central;
              (II)   Jerry W. Esmond, Vice President, Construction Reporting;
              (III)  Lee A. Harkavy, Vice President, Capital Markets and
                     Franchise Lending;
              (IV)   Kevin W. Kern, Vice President, Associate General Counsel;
              (V)    Karen Langham, Vice President, Operational Support;
              (VI)   Larry A. Nelson, Vice President, National Construction;
              (VII)  Philip H. Rogers, Vice President, Information Systems;
              (VIII) Tracy M. Sells, Vice President, Franchise Development;
              (IX)   Janice D. Tupman, Vice President, Human Resources.
              Filed as an exhibit to our Quarterly Report of Form 10-Q for the
              quarter ended September 30, 2001, and incorporated by reference
              herein.

10.64         Form of Executive Officer Indemnification Agreement between the
              GP and each of the following executives, effective August 1,
              2001:
              (I)    Christopher P. Marr, Chief Financial Officer;
              (II)   John W. McConomy, Executive Vice President, General
                     Counsel & Secretary;
              (III)  Mark E. Yale, Senior Vice President, Financial Reporting.
              Filed as an exhibit to our Quarterly Report of Form 10-Q for the
              quarter ended September 30, 2001, and incorporated by reference
              herein.

10.65         Form of Indemnification Agreement between the GP and each of the
              named directors, effective August 1, 2001:
              (I)    Dean Jernigan, Chairman of the Board, Chief Executive
                     Officer and President;
              (II)   C. Ronald Blankenship;
              (III)  Howard Colhoun;
              (IV)   Alan B. Graf, Jr.;
              (V)    Mark Jorgensen;
              (VI)   Caroline S. McBride;
              (VII)  John P. McCann;
              (VIII) William D. Sanders;
              (IX)   Harry J. Thie.
              Filed as an exhibit to our Quarterly Report of Form 10-Q for
              the quarter ended September 30, 2001, and incorporated by
              reference herein.

                                     82

<PAGE>

10.66         Letter Agreement with Security Capital Group Incorporated,
              dated October 7, 2001.  Filed as an exhibit to the GP's
              current Report on Form 8-K, filed on October 9, 2001, and
              incorporated by reference herein.

10.67         Second Amended and Restated Loan Agreement, dated as of October
              16, 2001. Filed as an exhibit to the GP's current Report on Form
              8-K, filed on October 22, 2001, and incorporated by reference
              herein.

10.68         Letter Agreement with Security Capital Group Incorporated, dated
              as of October 31, 2001.  Filed as an exhibit to the GP's current
              Report on Form 8-K, filed on November 1, 2001, and incorporated
              by reference herein.

10.69         Proposal from Security Capital Group Incorporated dated as of
              November 5, 2001.  Filed as an exhibit to the GP's current
              Report on Form 8-K, filed on November 7, 2001, and incorporated
              by reference herein.

10.70         Letter Agreement with Security Capital Group Incorporated, dated
              as of  November 21, 2001.  Filed as an exhibit to the GP's
              current Report on Form 8-K, filed on November 23, 2001, and
              incorporated by reference herein.

10.71         Purchase and Sale Agreement with Security Capital Group
              Incorporated, dated as of December 5, 2001. Filed as an exhibit
              to the GP's current Report on Form 8-K, filed on December 5,
              2001, and incorporated by reference herein.

10.72         Amendment of Purchase and Sale Agreement with Security Capital
              Group Incorporated, dated as of January 17, 2002, and Memorandum
              of Understanding, dated as of January 17, 2002.  Filed as an
              exhibit to the GP's current Report on Form 8-K, filed on January
              18, 2002, and incorporated by reference herein.

10.73         First Amendment to Unsecured Revolving Credit Agreement dated as
              of December 21, 2001.

21            Subsidiaries of Registrant.

23.1          Consent of Arthur Andersen, LLP.

23.2          Consent of PricewaterhouseCoopers LLP.

99.1          Letter regarding assurances from Arthur Andersen, LLP.

99.2          Press release of GP dated March 27, 2002.

*       Filed as an Exhibit to our Registration Statement on Form S-11, File No.
        33-74072, as amended, and incorporated by reference herein.
**      Filed as an Exhibit to our Registration Statement on Form S-11, File No.
        33-82764, as amended, and incorporated by reference herein.
***     Filed as an Exhibit to our Annual Report on Form 10-K for the fiscal
        year ended December 31, 1994, and incorporated by reference herein.
+       Filed as an Exhibit to our Annual Report on Form 10-K for the fiscal
        year ended December 31, 1995, and incorporated by reference.
++      Filed as an Exhibit to our Current Report on Form 8-K, as amended to
        Form 8-K/A Filed November 17, 1995, and incorporated by reference
        herein.
++      Filed as an Exhibit to our Current Report on Form 8-K, filed May 30,
        1995, and incorporated by reference herein.
++++    Filed as an Exhibit to our Registration Statement on Form S-3, File No.
        33-91302, and incorporated by reference herein.
#       Filed as an Exhibit to our Current Report on Form 8-K, filed November
        20, 1998, and incorporated by reference herein.
##      Filed as an Exhibit to our Annual Report on Form 10-K for the fiscal
        year ended December 31, 1998, and incorporated by reference.
###     Filed as an Exhibit to our Quarterly Report on Form 10-Q for the
        quarterended June 30, 1999, and incorporated by reference herein.
####    Filed as an Exhibit to our Quarterly Report on Form 10-Q for the quarter
        ended September 30, 1999, and incorporated by reference herein.

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<PAGE>

x       Filed as an Exhibit to our Current Report on Form 8-K, filed December 1,
        1999, and incorporated by reference herein.
xx      Filed as an Exhibit to our Current Report on Form 8-K/A, filed December
        9, 1999, and incorporated by reference herein.
xxx     Filed as an Exhibit to our Annual Report on Form 10-K for the fiscal
        year ended December 31, 1999, and incorporated by reference herein.
xxxx    Filed as an Exhibit to our Quarterly Report on Form 10-Q for the quarter
        ended March 31, 2000, and incorporated by reference herein.
&       Filed as an Exhibit to our Quarterly Report on Form 10-Q for the quarter
        ended June 30, 2000, and incorporated by reference herein.
&&      Filed as an Exhibit to our Annual Report on Form 10-K for the fiscal
        year ended December 31, 2000, and incorporated by reference herein.

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