[Part I](index=5&type=section&id=Part%20I) [Business](index=5&type=section&id=Item%201.%20Business) Terreno Realty Corporation is an internally managed REIT that acquires, owns, and operates industrial real estate in six major coastal U.S. markets - As of December 31, 2022, the company's portfolio consisted of **252 buildings** (approx. 15.3 million sq. ft.) and **46 improved land parcels** (approx. 161.4 acres), with building and land occupancy at **98.6%** and **92.5%** respectively[19](index=19&type=chunk) - The company's investment strategy targets six major coastal U.S. markets: Los Angeles, Northern New Jersey/New York City, San Francisco Bay Area, Seattle, Miami, and Washington, D.C[21](index=21&type=chunk) - The company's financing strategy aims to limit total consolidated indebtedness and perpetual preferred stock to **less than 35% of total enterprise value** and maintain a fixed charge coverage ratio **above 2.0x**[37](index=37&type=chunk) - As of February 7, 2023, the company had **40 employees** and emphasizes a commitment to diversity, inclusion, and competitive employee benefits[48](index=48&type=chunk)[49](index=49&type=chunk)[51](index=51&type=chunk) Portfolio Breakdown by Annualized Base Rent (as of Dec 31, 2022) | Property Type | % of Total Annualized Base Rent | | :--- | :--- | | Warehouse/Distribution | 76.5% | | Improved Land | 12.6% | | Transshipment | 6.8% | | Flex (Light Industrial/R&D) | 4.1% | [Risk Factors](index=10&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant business, financial, and industry-wide risks, including market concentration, debt obligations, and the need to maintain its REIT status [Risks Related to Our Business and Our Properties](index=10&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Our%20Properties) - The company's investments are concentrated in the industrial real estate sector, exposing it to economic downturns in that specific area[59](index=59&type=chunk) - A significant portion of the company's portfolio is geographically concentrated, with the Northern New Jersey/New York City market representing approximately **24.9% of total annualized base rent** as of December 31, 2022[61](index=61&type=chunk) - The company faces risks from tenant bankruptcies or defaults, which could delay enforcement of landlord rights and lead to substantial costs in re-leasing properties[65](index=65&type=chunk)[66](index=66&type=chunk) [Risks Related to Financing and Capital](index=13&type=section&id=Risks%20Related%20to%20Financing%20and%20Capital) - As of December 31, 2022, the company had approximately **$770.8 million in total debt**, and significant debt service obligations could adversely affect operating results[78](index=78&type=chunk) - Debt agreements contain financial covenants that could limit operational flexibility, including restrictions on distributions if the company is in default[81](index=81&type=chunk)[82](index=82&type=chunk) - The company's variable rate debt is transitioning from LIBOR to SOFR, which could result in higher interest costs[89](index=89&type=chunk) [Risks Related to the Real Estate Industry](index=16&type=section&id=Risks%20Related%20to%20the%20Real%20Estate%20Industry) - Real estate investments are not as liquid as other assets, which may limit the company's ability to adjust its portfolio in response to changing economic conditions[97](index=97&type=chunk) - The company faces potential liability for environmental hazards, such as hazardous substances or asbestos, on its properties, which could lead to significant remediation costs[101](index=101&type=chunk)[102](index=102&type=chunk) - Future climate change and related regulations may result in increased operating costs and expose properties to physical risks like severe storms or rising sea levels[109](index=109&type=chunk)[110](index=110&type=chunk) [Risks Related to Our Organizational Structure](index=20&type=section&id=Risks%20Related%20to%20Our%20Organizational%20Structure) - The Board of Directors can change significant corporate policies, including investment and financing strategies, without stockholder approval[115](index=115&type=chunk) - Certain provisions of Maryland law could inhibit a change of control, although the company has opted out of these provisions[117](index=117&type=chunk)[118](index=118&type=chunk) [Risks Related to Our Status as a REIT](index=21&type=section&id=Risks%20Related%20to%20Our%20Status%20as%20a%20REIT) - Failure to qualify as a REIT would subject the company to federal income tax at regular corporate rates, substantially reducing funds available for distributions[121](index=121&type=chunk)[122](index=122&type=chunk) - To maintain REIT status, the company must distribute **at least 90% of its net taxable income annually**, which could adversely affect liquidity[128](index=128&type=chunk) [Unresolved Staff Comments](index=24&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved comments from the staff of the Securities and Exchange Commission - None[144](index=144&type=chunk) [Properties](index=25&type=section&id=Item%202.%20Properties) The company's highly occupied portfolio is concentrated in six markets, with Amazon.com as its top customer and significant rent growth on new leases - The company's top 20 customers account for **25.2% of total annualized base rent**, with Amazon.com being the largest at **4.3%**[152](index=152&type=chunk) - Leases representing **9.2% of the total annualized base rent** are scheduled to expire during the year ending December 31, 2023[152](index=152&type=chunk)[153](index=153&type=chunk) - For leases commencing in 2022, cash rent changes were approximately **49.5% higher** compared to the previous rental rates for the same space[153](index=153&type=chunk) Portfolio Summary by Market (as of Dec 31, 2022) | Market | % of Total Annualized Base Rent | | :--- | :--- | | Northern New Jersey/New York City | 24.9% | | Los Angeles | 19.1% | | Seattle | 16.7% | | San Francisco Bay Area | 16.3% | | Miami | 12.4% | | Washington, D.C. | 10.6% | [Legal Proceedings](index=29&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any material litigation nor is it aware of any being threatened - The company is not involved in any material litigation[155](index=155&type=chunk) [Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's business operations - Not Applicable[156](index=156&type=chunk) [Part II](index=30&type=section&id=Part%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=30&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock (NYSE: TRNO) policy is to pay regular quarterly distributions, driven by its strategy and REIT tax requirements - The company's common stock is listed on the NYSE under the trading symbol **"TRNO"**[159](index=159&type=chunk) - To maintain its REIT qualification, the company must distribute **at least 90% of its REIT taxable income** to stockholders annually[160](index=160&type=chunk) - A performance graph shows the cumulative total stockholder return on the company's common stock from December 31, 2017, to December 31, 2022[163](index=163&type=chunk) [Reserved](index=32&type=section&id=Item%206.%20Reserved) This item is not applicable [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2022, significant property transactions drove a 126.9% increase in net income, with strong revenue growth and a solid liquidity position [2022 Developments](index=34&type=section&id=2022%20Developments) - During 2022, the company acquired **20 industrial properties** for a total purchase price of approximately **$414.8 million**[180](index=180&type=chunk) - The company sold four properties in 2022 for a total sales price of approximately **$168.3 million**, resulting in a total gain of approximately **$112.2 million**[182](index=182&type=chunk)[183](index=183&type=chunk) - In 2022, the company increased its revolving credit facility capacity to **$400.0 million** and added a new **$100.0 million term loan** maturing in 2028[184](index=184&type=chunk)[185](index=185&type=chunk) - Under its at-the-market (ATM) program, the company issued approximately **1.3 million shares** of common stock in 2022, generating net proceeds of about **$77.7 million**[187](index=187&type=chunk) [Financial Condition and Results of Operations](index=39&type=section&id=Financial%20Condition%20and%20Results%20of%20Operations) - The increase in total revenues was primarily driven by property acquisitions and a **49.5% increase in cash rents** on new and renewed leases commencing during 2022[214](index=214&type=chunk) Comparison of Operations for Years Ended Dec 31 (in thousands) | Metric | 2022 | 2021 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $276,212 | $221,930 | $54,282 | 24.5% | | Total Net Operating Income | $207,309 | $165,682 | $41,627 | 25.1% | | Same Store NOI | $159,157 | $148,203 | $10,954 | 7.4% | | Gain on sales of real estate | $112,166 | $16,627 | $95,539 | 574.6% | | Net Income | $198,014 | $87,254 | $110,760 | 126.9% | [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) - As of December 31, 2022, the company had **$26.4 million in cash** and cash equivalents and **no outstanding balance** on its **$400.0 million revolving credit facility**[233](index=233&type=chunk)[230](index=230&type=chunk) Capitalization and Debt Ratios (as of Dec 31) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Total Debt, net (in thousands) | $770,818 | $720,670 | | Total Market Capitalization (in thousands) | $5,143,049 | $7,146,786 | | Total Debt-to-Total Market Capitalization | 15.0% | 10.1% | | Total Debt-to-Adjusted EBITDA | 3.7x | 4.5x | | Fixed Charge Coverage | 7.1x | 8.0x | [Non-GAAP Financial Measures](index=48&type=section&id=Non-GAAP%20Financial%20Measures) - The increase in FFO was primarily due to property acquisitions in 2021 and 2022, as well as same-store NOI growth of **$11.0 million** for the year ended December 31, 2022[263](index=263&type=chunk) Funds from Operations (FFO) (in thousands, except per share) | Metric | 2022 | 2021 | % Change | | :--- | :--- | :--- | :--- | | FFO attributable to common stockholders | $150,883 | $120,812 | 24.9% | | Diluted FFO per common share | $2.00 | $1.71 | 17.0% | Net Operating Income (NOI) (in thousands) | Metric | 2022 | 2021 | % Change | | :--- | :--- | :--- | :--- | | Net Operating Income | $207,309 | $165,682 | 25.1% | | Same Store NOI | $159,157 | $148,203 | 7.4% | | Cash-basis Same Store NOI | $151,755 | $137,197 | 10.6% | [Quantitative and Qualitative Disclosures About Market Risk](index=54&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk exposure is to interest rate fluctuations from its variable-rate debt - The primary market risk is interest rate risk from variable-rate debt used to fund operations and acquisitions[272](index=272&type=chunk) - As of December 31, 2022, the company had **$200.0 million of variable-rate debt** outstanding; a **0.25% fluctuation** in the SOFR rate would change annual interest expense by approximately **$0.5 million**[273](index=273&type=chunk) [Financial Statements and Supplementary Data](index=54&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This item directs readers to the consolidated financial statements and supplementary data included in the report - Refers to the detailed financial statements and schedules beginning on page F-1 of the report[275](index=275&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=54&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting or financial disclosure - None[276](index=276&type=chunk) [Controls and Procedures](index=54&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls, procedures, and internal controls over financial reporting were effective as of year-end - Management concluded that disclosure controls and procedures were **effective** as of the end of the period covered by the report[277](index=277&type=chunk) - Based on the COSO framework, management assessed its internal control over financial reporting as **effective** as of December 31, 2022[280](index=280&type=chunk) - The independent registered public accounting firm provided an **unqualified opinion** on the effectiveness of the company's internal control over financial reporting[282](index=282&type=chunk) [Other Information](index=57&type=section&id=Item%209B.%20Other%20Information) A director notified the company of his decision not to stand for re-election at the 2023 Annual Meeting - Director David M. Lee will not stand for re-election at the 2023 Annual Meeting of Stockholders[290](index=290&type=chunk) [Part III](index=57&type=section&id=Part%20III) This section incorporates information by reference from the company's definitive proxy statement for its 2023 Annual Meeting of Stockholders - The information required by Items 10 through 14 will be contained in the definitive proxy statement for the 2023 Annual Meeting of Stockholders and is incorporated herein by reference[293](index=293&type=chunk)[294](index=294&type=chunk)[295](index=295&type=chunk) [Directors, Executive Officers and Corporate Governance](index=57&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information is incorporated by reference from the company's 2023 Proxy Statement [Executive Compensation](index=57&type=section&id=Item%2011.%20Executive%20Compensation) Information is incorporated by reference from the company's 2023 Proxy Statement [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=57&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information is incorporated by reference from the company's 2023 Proxy Statement [Certain Relationships and Related Transactions, and Director Independence](index=57&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information is incorporated by reference from the company's 2023 Proxy Statement [Principal Accountant Fees and Services](index=57&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information is incorporated by reference from the company's 2023 Proxy Statement [Part IV](index=58&type=section&id=Part%20IV) [Exhibits and Financial Statement Schedules](index=58&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section contains financial statements and the auditor's report, which identifies the valuation of acquired properties as a critical audit matter - The independent auditor, Ernst & Young LLP, issued an **unqualified opinion** on the consolidated financial statements[305](index=305&type=chunk) - The auditor identified the **"Valuation of acquired properties"** as a Critical Audit Matter due to the complexity and judgment required in 2022's real estate acquisitions[309](index=309&type=chunk)[311](index=311&type=chunk) Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Total Investments in Properties | $3,398,774 | $2,946,826 | | Total Assets | $3,164,441 | $2,924,215 | | Total Liabilities | $934,590 | $866,252 | | Total Stockholders' Equity | $2,229,851 | $2,057,963 | Consolidated Statement of Operations Highlights (in thousands) | Account | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Total Revenues | $276,212 | $221,930 | $186,884 | | Net Income | $198,014 | $87,254 | $79,795 | | Diluted EPS | $2.61 | $1.23 | $1.16 | [Form 10-K Summary](index=58&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a summary for its Form 10-K - None[302](index=302&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number: 001-34603 _________________________ Terreno Realty Corporation (Exact Name of Registrant as Specified in Its Charter) _______ ...

[PART I. FINANCIAL INFORMATION](index=2&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the company's unaudited financial statements, management's discussion and analysis, market risk disclosures, and internal controls [Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20of%20Terreno%20Realty%20Corporation%20(unaudited)) This section presents Terreno Realty Corporation's unaudited consolidated financial statements, including balance sheets, statements of operations, cash flows, and comprehensive income, along with condensed notes for the periods ended June 30, 2022 [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased to $3.03 billion as of June 30, 2022, from $2.92 billion at December 31, 2021, primarily driven by growth in net investments in properties Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2022 (unaudited) | December 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$3,028,882** | **$2,924,215** | | Net investments in properties | $2,959,872 | $2,667,764 | | Cash and cash equivalents | $7,237 | $204,404 | | **Total Liabilities** | **$899,297** | **$866,252** | | Senior unsecured notes, net | $621,514 | $621,175 | | **Total Stockholders' Equity** | **$2,129,585** | **$2,057,963** | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) For the second quarter of 2022, total revenues increased 22.7% year-over-year to $65.4 million, with net income surging to $97.0 million largely due to a $76.0 million gain on real estate sales Statement of Operations Highlights (in thousands, except per share data) | Metric | Q2 2022 | Q2 2021 | Six Months 2022 | Six Months 2021 | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $65,369 | $53,295 | $129,404 | $103,986 | | Gain on sales of real estate | $76,048 | $— | $76,048 | $— | | Net Income | $97,033 | $17,378 | $116,695 | $33,635 | | Diluted EPS | $1.28 | $0.25 | $1.54 | $0.48 | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2022, net cash from operating activities was $63.2 million, while investing activities used $219.1 million and financing activities used $38.6 million, resulting in a net decrease in cash of $194.5 million Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $63,227 | $59,224 | | Net cash used in investing activities | ($219,057) | ($183,414) | | Net cash (used in) provided by financing activities | ($38,638) | $59,062 | | **Net decrease in cash** | **($194,468)** | **($65,128)** | [Condensed Notes to Consolidated Financial Statements](index=9&type=section&id=Condensed%20Notes%20to%20Consolidated%20Financial%20Statements) These notes provide detailed explanations of the company's accounting policies and specifics on financial statement items, covering organization, property transactions, debt, leasing, equity, and subsequent events - The company acquires, owns, and operates industrial real estate in six major coastal U.S. markets, owning **249 buildings (15.1M sq. ft.)**, **42 improved land parcels (147.7 acres)**, and four properties under redevelopment as of June 30, 2022[25](index=25&type=chunk) - During the six months ended June 30, 2022, the company acquired **12 industrial properties** for a total investment of approximately **$291.9 million**[53](index=53&type=chunk) - During the six months ended June 30, 2022, the company sold one property for approximately **$110.4 million**, resulting in a gain of about **$76.0 million**[61](index=61&type=chunk) - On August 2, 2022, the board declared a cash dividend of **$0.40 per share**, payable on October 14, 2022[91](index=91&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance for Q2 and H1 2022, covering portfolio overview, acquisition and disposition activities, capital structure, liquidity, and operating results, including non-GAAP measures [Portfolio Overview](index=22&type=section&id=Overview) As of June 30, 2022, the company owned 249 buildings and 42 improved land parcels across six major coastal U.S. markets, with the portfolio 97.9% leased for buildings and 97.0% for land Portfolio Summary by Market (as of June 30, 2022) | Market | % of Total Annualized Base Rent | Building Occupancy % | | :--- | :--- | :--- | | Northern New Jersey/New York City | 24.9% | 96.1% | | Los Angeles | 17.9% | 99.3% | | Seattle | 17.9% | 97.5% | | San Francisco Bay Area | 17.7% | 99.9% | | Miami | 11.1% | 99.6% | | Washington, D.C. | 10.5% | 94.1% | - Cash rent on new and renewed leases commencing in Q2 2022 increased by approximately **55.4%** compared to previous rates for the same space[104](index=104&type=chunk) [Recent Developments](index=26&type=section&id=Recent%20Developments) In Q2 2022, the company acquired ten industrial properties for $203.3 million and amended its credit facility, increasing the revolver to $400 million and transitioning from LIBOR to SOFR - Acquired **ten industrial properties** for a total purchase price of approximately **$203.3 million** during Q2 2022[106](index=106&type=chunk) - Sold one property in H1 2022 for **~$110.4 million**, realizing a gain of **~$76.0 million**[112](index=112&type=chunk) - Amended its credit facility, increasing the revolving credit capacity by **$150.0 million** to **$400.0 million** and transitioning the interest rate benchmark from LIBOR to SOFR[114](index=114&type=chunk) [Comparison of Results of Operations](index=30&type=section&id=Comparison%20of%20Results%20of%20Operations) For Q2 2022, total revenues grew 22.7% to $65.4 million, driven by acquisitions and a 7.1% increase in same-store NOI, while six-month revenues grew 24.4% to $129.4 million with same-store NOI up 8.0% Q2 2022 vs. Q2 2021 Performance (in thousands) | Metric | Q2 2022 | Q2 2021 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $65,369 | $53,295 | $12,074 | 22.7% | | Total Net Operating Income | $49,565 | $40,124 | $9,441 | 23.5% | | Same Store NOI | $39,660 | $37,040 | $2,620 | 7.1% | | Net Income | $97,033 | $17,378 | $79,655 | 458.4% | Six Months 2022 vs. Six Months 2021 Performance (in thousands) | Metric | H1 2022 | H1 2021 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $129,404 | $103,986 | $25,418 | 24.4% | | Total Net Operating Income | $96,724 | $77,303 | $19,421 | 25.1% | | Same Store NOI | $78,307 | $72,501 | $5,806 | 8.0% | | Net Income | $116,695 | $33,635 | $83,060 | 246.9% | [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) The company aims to maintain a conservative capital structure with a long-term target of debt-to-total enterprise value below 35%, funding short-term needs through operations and a $400 million revolving credit facility - Long-term financial strategy targets include limiting debt + preferred stock to less than **35%** of total enterprise value and maintaining a debt-to-adjusted EBITDA ratio below **6.0x**[145](index=145&type=chunk) - As of August 2, 2022, the company had contracts to acquire **three properties** for a total of **$51.3 million** and non-binding letters of intent for another **three properties** for an anticipated **$78.5 million**[87](index=87&type=chunk)[88](index=88&type=chunk)[163](index=163&type=chunk) Capitalization Ratios (as of June 30, 2022) | Ratio | Value | | :--- | :--- | | Total Debt-to-Total Investments in Properties | 22.5% | | Total Debt-to-Total Market Capitalization | 14.8% | | Total Debt-to-Adjusted EBITDA | 4.1x | | Fixed Charge Coverage | 7.4x | [Non-GAAP Financial Measures](index=38&type=section&id=Non-GAAP%20Financial%20Measures) The company uses FFO, Adjusted EBITDA, and NOI as key supplemental performance measures, with Q2 2022 FFO attributable to common stockholders at $36.1 million and cash-basis same-store NOI growing 11.3% Funds from Operations (FFO) (in thousands, except per share) | Metric | Q2 2022 | Q2 2021 | Six Months 2022 | Six Months 2021 | | :--- | :--- | :--- | :--- | :--- | | FFO attributable to common stockholders | $36,108 | $29,239 | $70,588 | $56,773 | | Diluted FFO per common share | $0.48 | $0.42 | $0.94 | $0.82 | Cash-Basis Same Store NOI (in thousands) | Metric | Q2 2022 | Q2 2021 | % Change | | :--- | :--- | :--- | :--- | | Cash-basis same store NOI | $37,925 | $34,076 | 11.3% | [Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate risk from its $100.0 million variable-rate debt, where a 0.25% SOFR change would impact annual interest expense by approximately $0.3 million, with agreements transitioned to SOFR to mitigate LIBOR discontinuation risks - The primary market risk is interest rate risk, with **$100.0 million** of variable-rate debt outstanding under its Amended Facility as of June 30, 2022[178](index=178&type=chunk)[179](index=179&type=chunk) - A hypothetical **0.25%** fluctuation in the SOFR rate would change annual interest expense by approximately **$0.3 million** based on the outstanding balance at June 30, 2022[179](index=179&type=chunk) - The company has addressed the discontinuation of LIBOR by transitioning its variable rate debt agreements to SOFR[180](index=180&type=chunk) [Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2022, with no material changes to internal control over financial reporting during the quarter - Management concluded that as of the end of the period, disclosure controls and procedures were effective[182](index=182&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[183](index=183&type=chunk) [PART II. OTHER INFORMATION](index=42&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, and a list of exhibits filed with the report [Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not involved in any material litigation, nor is it aware of any material litigation being threatened against it - The company is not involved in any material litigation[186](index=186&type=chunk) [Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2021 - No material changes to the risk factors disclosed in the 2021 Annual Report on Form 10-K have occurred[187](index=187&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=42&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This item is marked as not applicable - Not Applicable[191](index=191&type=chunk) [Exhibits](index=43&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the amendment to the senior credit agreement, officer certifications, and XBRL data files - Exhibits filed include the First Amendment to the Sixth Amended and Restated Senior Credit Agreement, CEO/CFO certifications (Rule 13a-14(a)/15d-14(a) and 18 U.S.C. § 1350), and Inline XBRL documents[192](index=192&type=chunk)

PART I. FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company reported Q1 2022 revenue of $64.0 million and net income of $19.7 million, with stable liabilities [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Total assets slightly decreased to $2.920 billion, while total liabilities remained stable at $866 million Consolidated Balance Sheets | Account | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :--- | :--- | :--- | | **Total Assets** | **$2,920,341** | **$2,924,215** | | Net investments in real estate | $2,753,788 | $2,667,764 | | Cash and cash equivalents | $106,278 | $204,404 | | **Total Liabilities** | **$866,060** | **$866,252** | | Senior unsecured notes, net | $621,344 | $621,175 | | **Total Stockholders' Equity** | **$2,054,281** | **$2,057,963** | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) Q1 2022 revenues grew 26.3% year-over-year to $64.0 million, boosting net income and diluted EPS Consolidated Statements of Operations | Metric | Q1 2022 (in thousands) | Q1 2021 (in thousands) | % Change | | :--- | :--- | :--- | :--- | | Total Revenues | $64,035 | $50,691 | 26.3% | | Total Costs and Expenses | $39,413 | $30,525 | 29.1% | | Net Income | $19,662 | $16,257 | 20.9% | | Net Income available to common stockholders | $19,581 | $16,206 | 20.8% | | Diluted EPS | $0.26 | $0.24 | 8.3% | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow increased to $28.0 million, while investing and financing activities led to a net cash decrease Consolidated Statements of Cash Flows | Cash Flow Activity | Q1 2022 (in thousands) | Q1 2021 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $28,033 | $26,155 | | Net cash used in investing activities | ($96,837) | ($112,379) | | Net cash (used in) provided by financing activities | ($26,473) | $8,793 | | **Net decrease in cash** | **($95,277)** | **($77,431)** | [Condensed Notes to Consolidated Financial Statements](index=9&type=section&id=Condensed%20Notes%20to%20Consolidated%20Financial%20Statements) Notes detail property acquisitions of $70.3 million, a planned sale, and future commitments of $177.7 million - The company acquires, owns, and operates industrial real estate in six major coastal U.S. markets, with a portfolio of **256 buildings** (approx. 15.1 million sq. ft.) and **37 improved land parcels** (approx. 128.3 acres) as of March 31, 2022[25](index=25&type=chunk) - During Q1 2022, the company acquired two industrial properties for a total investment of approximately **$70.3 million**[52](index=52&type=chunk) - As of March 31, 2022, the company had an agreement to sell one property for approximately **$110.4 million**, which had a net book value of $30.6 million[58](index=58&type=chunk) - As of May 3, 2022, the company had contracts to acquire ten industrial properties for a total purchase price of approximately **$177.7 million**[81](index=81&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue growth of 26.3% was driven by acquisitions and a 34.8% increase in cash rents on new leases [Overview](index=21&type=section&id=Overview) The company's portfolio of 256 buildings maintains high occupancy, with Amazon as its largest tenant Market Diversification | Market | % of Total Annualized Base Rent | | :--- | :--- | | Northern New Jersey/New York City | 27.4% | | Los Angeles | 17.5% | | San Francisco Bay Area | 16.9% | | Seattle | 16.9% | | Washington, D.C. | 10.9% | | Miami | 10.4% | - Cash rent on new and renewed leases commencing in Q1 2022 **increased by 34.8%**, with a tenant retention ratio of 47.7%[100](index=100&type=chunk) [Recent Developments](index=26&type=section&id=Recent%20Developments) Q1 2022 saw two property acquisitions for $86.2 million and progress on four redevelopment projects Q1 2022 Acquisitions | Property Name | Location | Square Feet | Purchase Price (in thousands) | Stabilized Cap Rate | | :--- | :--- | :--- | :--- | :--- | | Countyline 29 & 30 | Hialeah, FL | 407,000 | $73,200 | 3.8% | | 33rd Place | Bellevue, WA | 29,000 | $13,040 | 3.4% | | **Total/Weighted Average** | | **436,000** | **$86,240** | **3.7%** | - As of March 31, 2022, four properties were under redevelopment with a total expected investment of **$144.4 million** and an estimated weighted average stabilized cap rate of **4.4%**[104](index=104&type=chunk) [Financial Condition and Results of Operations](index=28&type=section&id=Financial%20Condition%20and%20Results%20of%20Operations) Q1 2022 revenue grew 26.3% and total NOI increased 26.8%, driven by acquisitions and same-store growth Results of Operations Comparison | Metric (Q1 2022 vs Q1 2021) | $ Change (in thousands) | % Change | | :--- | :--- | :--- | | Total Revenues | $13,344 | 26.3% | | Total Property Operating Expenses | $3,364 | 24.9% | | **Total Net Operating Income** | **$9,980** | **26.8%** | | Same Store NOI | $3,186 | 9.0% | | Non-Same Store Operating Properties NOI | $6,794 | 395.5% | [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a conservative capital structure with ample liquidity from cash and credit facilities - The company's long-term financial goals include maintaining **debt and preferred stock below 35%** of total enterprise value and a **fixed charge coverage ratio above 2.0x**[123](index=123&type=chunk) Key Financial Metrics | Metric | As of March 31, 2022 | | :--- | :--- | | Total Debt, net | $720.9 million | | Total Market Capitalization | $6.31 billion | | Total Debt-to-Total Market Capitalization | 11.4% | | Total Debt-to-Adjusted EBITDA | 4.2x | | Weighted Average Maturity of Total Debt | 5.7 years | [Non-GAAP Financial Measures](index=34&type=section&id=Non-GAAP%20Financial%20Measures) Key non-GAAP metrics showed strong growth, with FFO up 25.2% and cash-basis same-store NOI up 11.6% Non-GAAP Performance | Metric | Q1 2022 | Q1 2021 | % Change | | :--- | :--- | :--- | :--- | | FFO attributable to common stockholders | $34,480k | $27,534k | 25.2% | | Diluted FFO per common share | $0.46 | $0.40 | 15.0% | | Adjusted EBITDA | $42,582k | $33,803k | 26.0% | | Same store NOI | $38,647k | $35,461k | 9.0% | | Cash-basis same store NOI | $36,517k | $32,730k | 11.6% | [Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The primary market risk is interest rate fluctuations on its $100.0 million of variable-rate debt - As of March 31, 2022, the company had **$100.0 million in variable-rate debt** outstanding, where a 25 basis point change in LIBOR would impact annual interest expense by approximately **$0.3 million**[152](index=152&type=chunk) - The company is preparing for the **cessation of LIBOR after June 30, 2023**, and its credit facility includes provisions for replacing it with an alternative rate like SOFR[153](index=153&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) [Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes - Management concluded that as of the end of the period, the company's **disclosure controls and procedures were effective**[156](index=156&type=chunk) - **No material changes** were made to the internal control over financial reporting during the quarter ended March 31, 2022[158](index=158&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no involvement in or awareness of any material litigation - The company reports **no material litigation**[161](index=161&type=chunk) [Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors were reported for the period - **No material changes** to the risk factors disclosed in the 2021 Form 10-K were reported[162](index=162&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company acquired 6,348 shares from employees for tax purposes but made no other repurchases - In February 2022, **6,348 shares of common stock were surrendered by employees** to satisfy tax withholding obligations related to vesting restricted stock[163](index=163&type=chunk) [Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists required exhibits, including officer certifications and Inline XBRL data files - Exhibits filed with the report include **CEO and CFO certifications** and Inline XBRL data files[168](index=168&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34603 Terreno Realty Corporation (Exact Name of Registrant as Specified in Its Charter) ____________ ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34603 _________________________ Terreno Realty Corporation (Exact Name of Registrant as Spe ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34603 _________________________ Terreno Realty Corporation (Exact Name of Registrant as Specifie ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34603 _________________________ Terreno Realty Corporation (Exact Name of Registrant as Specifi ...

Terreno Realty Corporation Q4 2020 Update February 10, 2021 SACRAMENTO2013\Investor Presentation\Terreno Realty Roadshow Presentation (July 10, 2013) v7.pptx Forward Looking Statements This presentation contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact are forward-looking statements and, in some cases, can be identified by the use of the words "anticipate," "believe," "estimate," "expect," "intend," "may," "might," ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34603 Terreno Realty Corporation (Exact Name of Registrant as Specified in Its Charter) Maryland 27-1262675 (State or Other Jurisdiction of Inco ...