An Analysis of 2021 and 2022 SEC Comments Issued to REITs

SAMPLE INFLATION COMMENT: Please disclose any known trends or uncertainties that have had or are reasonably likely to have a material impact on your cash flows, liquidity, capital resources, cash requirements, financial position, or results of operations arising from, related to, or caused by the inflation. Trends or uncertainties may include the impact of inflation on cost of sales, gross profit, inventory and taxes. Also, please update your disclosure to identify actions planned or taken, if any, to mitigate inflationary pressures. Refer to Item 303(b)(2) of Regulation S-K. PRACTICE NOTE: It is expected that COVID-19 and LIBOR comments will be replaced in the future with comments related to other market trends and areas of SEC interest, such as Russia’s invasion of Ukraine, inflation and rising interest rates, climate related disclosure and cybersecurity. We have seen an increase in inflation related comments issued to companies across substantially all industries and expect the SEC to continue to raise the topic in 2023 filings. Macroeconomic The SEC expects companies to keep an eye on changing macroeconomic conditions and to disclose how such conditions may affect the business of the registrant. During the applicable period, the SEC demonstrated increased interest in the following areas: ■ COVID-19; and ■ the transition away from the London Interbank Offered Rate (“ LIBOR ”). Sample Comments ■ We note the statement that although you have not seen a material impact on the demand for self storage space resulting from the COVID-19 outbreak, your results of operations could be adversely impacted. Please revise to further clarify the anticipated impact and the ways in which it could affect your operations. ■ Please clarify if the company has material exposure to risks associated with the expected discontinuation of LIBOR based on debt or assets that do not have robust fallback language. An Analysis of 2021 and 2022 SEC Comments Issued to REITs | 10