##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number
    001-34603
  Terreno Realty Corporation (Exact Name of
    Registrant as Specified in Its Charter)
  Maryland(State or Other Jurisdiction
    of
    Incorporation or Organization)

27-1262675(I.R.S. Employer
    Identification Number)16 Maiden Lane, Fifth Floor
    San Francisco, CA(Address of Principal
    Executive Offices)

94108(Zip
    Code)   Registrants telephone number, including area code:(415) 655-4580
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Exchange on Which RegisteredCommon Stock, $0.01 par value per share

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
  None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ

Smaller reporting company o(Do not check if a smaller
    reporting company)   Rule 12b-2 o þ
      Documents Incorporated by Reference
  Form 10-K




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##### 





Terreno
    Realty Corporation
    Annual Report on
    Form 10-K
    for the Year Ended December 31, 2010
    Table of Contents
  PART I:Item 1


Business


2Item 1A


Risk Factors


6Item 1B


Unresolved Staff Comments


24Item 2


Properties


25Item 3


Legal Proceedings


26Item 4


(Removed and Reserved)


26Part II:Item 5


Market for Registrants Common Equity,
    Related Stockholder Matters, and Issuer Purchases of Equity
    Securities


26Item 6


Selected Financial Data


28Item 7


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


29Item 7A


Quantitative and Qualitative Disclosures About
    Market Risk


38Item 8


Financial Statements and Supplementary Data


38Item 9


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


38Item 9A


Controls and Procedures


38Item 9B


Other Information


39Part III:Item 10


Directors, Executive Officers and Corporate
    Governance


39Item 11


Executive Compensation


39Item 12


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


39Item 13


Certain Relationships and Related Transactions,
    and Director Independence


39Item 14


Principal Accounting Fees and Services


39Part IV:Item 15


Exhibits and Financial Statement Schedules


40SignaturesExhibit IndexEX-21EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



FORWARD-LOOKING
    STATEMENTS
  Form 10-K
    
    the factors included in this Annual Report on
    Form 10-K,
    including those set forth under the headings Risk
    Factors, and Managements Discussion and
    Analysis of Financial Condition and Results of Operations;
    our limited operating history;
    our ability to identify and acquire industrial properties on
    terms favorable to us;
    general volatility of the capital markets and the market price
    of our common stock;
    adverse economic or real estate conditions or developments in
    the industrial real estate sector
    and/or in
    the markets in which we acquire properties;
    our dependence on key personnel and our reliance on third
    parties to property manage our industrial properties;
    general economic conditions;
    our dependence upon tenants;
    our inability to comply with the laws, rules and regulations
    applicable to companies, and in particular, public companies;
    our inability to manage our growth effectively;
    tenant bankruptcies and defaults on or non-renewal of leases by
    tenants;
    decreased rental rates or increased vacancy rates;
    increased interest rates and operating costs;
    declining real estate valuations and impairment charges;
    our expected leverage, our failure to obtain necessary outside
    financing, and future debt service obligations;
    estimates related to our ability to make distributions to our
    stockholders;
    our failure to successfully hedge against interest rate
    increases;
    our failure to successfully operate acquired properties;
    our failure to qualify or maintain our status as a real estate
    investment trust (REIT) and possible adverse changes
    to tax laws;
    uninsured or underinsured losses relating to our properties;
    environmental uncertainties and risks related to natural
    disasters;
    financial market fluctuations; and
    changes in real estate and zoning laws and increases in real
    property tax rates. 1




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PART I  Item 1.
    Business  Overview
    Form 10-K
    Our
    Investment Strategy
      Industrial
    Facility General Characteristics
  Warehouse
    / distribution
  
    Single and multiple tenant facilities that typically serve
    tenants greater than 30,000 square feet of space
    Less than 10% office space 2




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
    Typical clear height from 18 feet to 36 feet
    May include production/manufacturing areas
    Adequate interior access via dock high
    and/or grade
    level doors
    Adequate truck court for large and small truck distribution
    options, possibly including staging for a high volume of truck
    activity
    and/or
    trailer storage  Flex
    (including light industrial and R&D)
  
    Single and multiple tenant facilities that typically serve
    tenants less than 30,000 square feet of space
    Facilities generally accommodate both office and
    warehouse/manufacturing activities
    Typically has a larger amount of office space and shallower bay
    depths than warehouse/distribution facilities
    Adequate parking consistent with increased office use
    Adequate interior access via grade level
    and/or dock
    high doors
    Staging for moderate truck activity
    Sometimes has a showroom, service center, or assembly/light
    manufacturing component
    Enhanced landscaping  Trans-shipment
  
    Includes truck terminals, cross docking and airport on-tarmac
    facilities, which serve both single and multiple tenants
    Typically has a high number of dock high doors, shallow bay
    depth and lower clear height
    Staging for a high volume of truck activity and trailer storage    
    Located in high population coastal markets;
    Close proximity to transportation infrastructure (such as sea
    ports, airports, highways and railways);
    Situated in supply-constrained submarkets with barriers to new
    industrial development, as a result of physical
    and/or
    regulatory constraints;
    Functional and flexible layout that can be modified to
    accommodate single and multiple tenants;
    Acquisition price at a significant discount to the replacement
    cost of the property;
    Potential for enhanced return through re-tenanting or
    operational improvements; and
    Opportunity for higher and better use of the property over time.  day-to-day
   3




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Competitive
    Strengths
    
    Focused Investment Strategy.  We selected our
    six target markets based upon the experiences of our management
    teams investing and operating in over 50 global industrial
    markets located in North America, Europe and Asia and also in
    anticipation of trends in logistics patterns resulting from
    population changes, regulatory and physical constraints,
    potential long term increases in carbon prices and other factors.
    Conservative Targeted Leverage with Growth Oriented Capital
    Structure.We expect to maintain financial
    flexibility and a conservative capital structure using retained
    cash flows, long-term debt and the issuance of common and
    perpetual preferred stock to finance our growth. Over the
    long-term, we intend to limit the sum of the outstanding
    principal amount of our consolidated indebtedness and the
    liquidation preference of any outstanding preferred stock to
    less than 40% of our total enterprise value and to maintain a
    fixed charge coverage ratio in excess of 2.0x.
    Highly Aligned Compensation Structure.  We
    believe that executive compensation should be closely aligned
    with long term stockholder value creation. As a result, all of
    the incentive compensation of our executive officers will be
    based solely on our total stockholder return exceeding certain
    rolling targets versus benchmarks. Our executive officers will
    not be eligible to receive any payouts under our long-term
    incentive program until early 2012. Our executive officers also
    purchased in the aggregate 350,000 shares of our common
    stock at a price per share of $20 in a private placement
    concurrently with our initial public offering.
    Commitment to Strong Corporate Governance.  We
    are committed to strong corporate governance, as demonstrated by
    the following:  
    all members of our board of directors will serve annual terms;
    we have adopted a majority voting standard in non-contested
    director elections;
    we have opted out of two Maryland anti-takeover provisions and,
    in the future, we may not opt back in to these provisions
    without stockholder approval;
    we designed our ownership limits solely to protect our status as
    a REIT and not for the purpose of serving as an anti-takeover
    device; and
    we have no stockholder rights plan. In the future, we will not
    adopt a stockholder rights plan unless our stockholders approve
    in advance the adoption of a plan or, if adopted by our board of
    directors, we will submit the stockholder rights plan to our
    stockholders for a ratification vote within 12 months of
    adoption or the plan will terminate. 4




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Our
    Financing Strategy
    
    limit the sum of the outstanding principal amount of our
    consolidated indebtedness and the liquidation preference of any
    outstanding perpetual preferred stock to less than 40% of our
    total enterprise value;
    maintain a fixed charge coverage ratio in excess of 2.0x;
    limit the principal amount of our outstanding floating rate debt
    to less than 20% of our total consolidated indebtedness; and
    have staggered debt maturities that are aligned to our expected
    average lease term (5-7 years), positioning us to re-price
    parts of our capital structure as our rental rates change with
    market conditions.  loan-to-value loan-to-value.
  Our
    Corporate Structure
    Our Tax
    Status
    Competition
    Environmental
    Matters
   5




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clean-up
      day-to-day
    Employees
    Available
    Information
  http://terreno.com. Form 10-K. Form 10-K, Form 10-Q, Form 8-K
  Item 1A.
    Risk
    Factors.  Form 10-K Form 10-Q Form 8-K
 6




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Risks
    Related to Our Business and Our Properties
  We
    have a limited operating history and may not be able to
    successfully operate our business.
    Our
    long-term growth will depend upon future acquisitions of
    properties, and we may be unable to consummate acquisitions on
    advantageous terms, the acquired properties may not perform as
    we expect, or we may be unable to quickly and efficiently
    integrate our new acquisitions into our existing
    operations.
      We may
    make acquisitions, which pose integration and other risks that
    could harm our business.
    
    the possibility that we may not be able to successfully
    integrate acquired properties into our operations;
    the possibility that additional capital expenditures may be
    required;
    the possibility that senior management may be required to spend
    considerable time negotiating agreements and integrating
    acquired properties;
    the possible loss or reduction in value of acquired properties;
    the possibility of pre-existing undisclosed liabilities
    regarding acquired properties, including but not limited to
    environmental or asbestos liability, of which our insurance may
    be insufficient or for which we may be unable to secure
    insurance coverage; and 7




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
    the possibility that a concentration of our industrial
    properties in the Los Angeles Area, the San Francisco Bay
    Area and the Seattle Area may increase our exposure to seismic
    activity, especially if these industrial properties are located
    on or near fault zones.    If we
    cannot obtain additional financing, our growth will be
    limited.
      The
    availability and timing of cash distributions is
    uncertain.
    We
    depend on key personnel.
   8




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Failure
    of the projected improvement in industrial operating
    fundamentals may adversely affect our ability to execute our
    business plan.
    Our
    investments are concentrated in the industrial real estate
    sector, and our business would be adversely affected by an
    economic downturn in that sector.
    Events
    or occurrences that affect areas in which our properties are
    located may impact financial results.
    We may
    be unable to renew leases, lease vacant space or re-lease space
    as leases expire.
    We
    face potential adverse effects from the bankruptcies or
    insolvencies of tenants.
     9




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Declining
    real estate valuations and impairment charges could adversely
    affect our earnings and financial condition.
    We
    utilize local third party managers for
    day-to-day
    property management.
  day-to-day
  Our
    real estate redevelopment strategies may not be
    successful.
    We may
    not have funding for future tenant improvements.
    Debt
    service obligations could adversely affect our overall operating
    results, may require us to sell industrial properties and could
    adversely affect our ability to make distributions to our
    stockholders and the market price of our shares of common
    stock.
   10




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
    our cash flows from operations will be insufficient to make
    required payments of principal and interest;
    our debt may increase our vulnerability to adverse economic and
    industry conditions;
    we may be required to dedicate a substantial portion of our cash
    flows from operations to payments on our debt, thereby reducing
    cash available for distribution to our stockholders, funds
    available for operations and capital expenditures, future
    business opportunities or other purposes;
    the terms of any refinancing will not be as favorable as the
    terms of the debt being refinanced; and
    the use of leverage could adversely affect our ability to make
    distributions to our stockholders and the market price of our
    shares of common stock.      Our
    senior revolving credit facility and certain of our existing
    mortgage loans payable contain, and we expect that our future
    indebtedness will contain, covenants that could limit our
    operations and our ability to make distributions to our
    stockholders.
  day-to-day
 11




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We may
    acquire outstanding debt secured by an industrial property,
    which may expose us to risks.
  deed-in-lieu
  Adverse
    changes in our credit ratings could negatively affect our
    financing activity.
    Failure
    to hedge effectively against interest rate changes may adversely
    affect results of operations.
    Our
    property taxes could increase due to property tax rate changes
    or reassessment, which would impact our cash
    flows.
   12




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Actions
    of our joint venture partners could negatively impact our
    performance.
  and/or
  If we
    invest in a limited partnership as a general partner, we could
    be responsible for all liabilities of such
    partnership.
    The
    conflict of interest policies we have adopted may not adequately
    address all of the conflicts of interest that may arise with
    respect to our activities.
    Our
    business could be adversely impacted if we have deficiencies in
    our disclosure controls and procedures or internal controls over
    financial reporting.
    Risks
    Related to the Real Estate Industry
  Our
    performance and value are subject to general economic conditions
    and risks associated with our real estate assets.
   13




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
    downturns in national, regional and local economic conditions
    (particularly increases in unemployment);
    the attractiveness of our properties to potential tenants and
    competition from other industrial properties;
    changes in supply of or demand for similar or competing
    properties in an area;
    bankruptcies, financial difficulties or lease defaults by the
    tenants of our properties;
    changes in interest rates, availability and terms of debt
    financing;
    changes in operating costs and expenses and our ability to
    control rents;
    changes in, or increased costs of compliance with, governmental
    rules, regulations and fiscal policies, including changes in
    tax, real estate, environmental and zoning laws, and our
    potential liability thereunder;
    our ability to provide adequate maintenance and insurance;
    changes in the cost or availability of insurance, including
    coverage for mold or asbestos;
    unanticipated changes in costs associated with known adverse
    environmental conditions or retained liabilities for such
    conditions;
    periods of high interest rates and tight money supply;
    tenant turnover;
    general overbuilding or excess supply in the market area; and
    disruptions in the global supply chain caused by political,
    regulatory or other factors including terrorism.    Actions
    by our competitors may decrease or prevent increases in the
    occupancy and rental rates of our properties.
  and/or
  Real
    estate investments are not as liquid as other types of assets,
    which may reduce economic returns to investors.
   14




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Uninsured
    or underinsured losses relating to real property may adversely
    affect our returns.
      and/or and/or
  Contingent
    or unknown liabilities could adversely affect our financial
    condition.
    
    liabilities for
    clean-up or
    remediation of adverse environmental conditions;
    accrued but unpaid liabilities incurred in the ordinary course
    of business;
    tax liabilities; and 15




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
    claims for indemnification by the general partners, officers and
    directors and others indemnified by the former owners of the
    properties.  Environmentally
    hazardous conditions may adversely affect our operating
    results.
  clean-up clean-up
    clean-up
   16




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Costs
    of complying with governmental laws and regulations with respect
    to our properties may adversely affect our income and the cash
    available for any distributions.
      The
    impacts of climate-related initiatives at the U.S. federal and
    state levels remain uncertain at this time but could result in
    increased operating costs.
  cap-and-trade
 17




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We are
    exposed to the potential impacts of future climate change and
    climate-change related risks.
    Compliance
    or failure to comply with the Americans with Disabilities Act
    and other similar regulations could result in substantial
    costs.
    We may
    be unable to sell a property if or when we decide to do so,
    including as a result of uncertain market conditions, which
    could adversely affect the return on an investment in our common
    stock.
      If we
    sell properties and provide financing to purchasers, defaults by
    the purchasers would adversely affect our cash
    flows.
    Risks
    Related to Our Organizational Structure
  Our
    board of directors may change significant corporate policies
    without stockholder approval.
   18




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We
    could increase the number of authorized shares of stock and
    issue stock without stockholder approval.
    Certain
    provisions of Maryland law could inhibit changes in
    control.
    
    Business Combinationprovisions that, subject
    to limitations, prohibit certain business combinations between
    us and an interested stockholder (defined generally
    as any person who beneficially owns 10% or more of the voting
    power of our shares or an affiliate or associate of ours who, at
    any time within the two-year period prior to the date in
    question, was the beneficial owner of 10% or more of our then
    outstanding voting shares) or an affiliate of an interested
    stockholder for five years after the most recent date on which
    the stockholder becomes an interested stockholder, and
    thereafter may impose special appraisal rights and special
    stockholder voting requirements on these combinations; and
    Control Shareprovisions that provide that
    control shares of our company (defined as shares
    which, when aggregated with other shares controlled by the
    stockholder, entitle the stockholder to exercise one of three
    increasing ranges of voting power in electing directors)
    acquired in a control share acquisition (defined as
    the direct or indirect acquisition of ownership or control of
    control shares) have no voting rights except to the
    extent approved by our stockholders by the affirmative vote of
    at least two-thirds of all the votes entitled to be cast on the
    matter, excluding all interested shares.     19




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Our
    rights and the rights of our stockholders to take action against
    our directors and officers are limited.
    
    actual receipt of an improper benefit or profit in money,
    property or services; or
    a final judgment based upon a finding of active and deliberate
    dishonesty by the director or officer that was material to the
    cause of action adjudicated.    Risks
    Related to Our Status as a REIT
  Failure
    to qualify as a REIT would cause us to be taxed as a regular
    corporation, which would substantially reduce funds available
    for distributions to stockholders.
      
    we would not be allowed a deduction for distributions paid to
    stockholders in computing our taxable income and would be
    subject to federal income tax at regular corporate rates;
    we could be subject to the federal alternative minimum tax and
    possibly increased state and local taxes; and
    unless we are entitled to relief under statutory provisions, we
    could not elect to be taxed as a REIT for four taxable years
    following the year during which we were disqualified.    Even
    if we qualify as a REIT, we may face other tax liabilities that
    reduce our cash flows.
   20




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REIT
    distribution requirements could adversely affect our liquidity
    and may force us to borrow funds or sell assets during
    unfavorable market conditions.
    Dividends
    payable by REITs generally do not qualify for reduced tax
    rates.
    We may
    in the future choose to pay dividends in our stock instead of
    cash, in which case stockholders may be required to pay income
    taxes in excess of the cash dividends they
    receive.
  non-U.S. stockholders,
  Complying
    with REIT requirements may cause us to forego otherwise
    attractive opportunities or to liquidate otherwise attractive
    investments.
     21




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Our
    relationship with any TRS will be limited, and a failure to
    comply with the limits would jeopardize our REIT qualification
    and may result in the application of a 100% excise
    tax.
      The
    ability of our board of directors to revoke our REIT
    qualification without stockholder approval may subject us to
    federal income tax and reduce distributions to our
    stockholders.
    We may
    be subject to adverse legislative or regulatory tax changes that
    could reduce the market price of our common stock.
   22




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Risks
    Related to Our Common Stock
  Level
    of cash distributions, market interest rates and other factors
    may affect the value of our common stock.
    
    the market for similar securities;
    the attractiveness of REIT securities in comparison to the
    securities of other companies, taking into account, among other
    things, the higher tax rates imposed on dividends paid by REITs;
    government action or regulation;
    general economic conditions; and
    our financial condition, performance and prospects.  The
    number of shares of our common stock available for future sale
    could adversely affect the market price of our common
    stock.
    The
    market price and trading volume of our common stock may be
    volatile.
      
    actual or anticipated variations in our quarterly operating
    results or distributions;
    changes in our funds from operations (as defined by NAREIT and
    discussed in Managements Discussion and Analysis of
    Financial Condition and Results of Operations elsewhere in
    this Annual Report on
    Form 10-K)
    or earnings;
    publication of research reports about us or the real estate
    industry;
    increases in market interest rates that lead purchasers of our
    shares to demand a higher yield;
    changes in market valuations of similar companies; 23




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
    adverse market reaction to any additional debt we incur in the
    future;
    additions or departures of key management personnel;
    actions by institutional stockholders;
    speculation in the press or investment community;
    the realization of any of the other risk factors presented in
    this Form 10-K; and
    general market and economic conditions.  Future
    offerings of debt, which would be senior to our common stock
    upon liquidation, and/or preferred stock which may be senior to
    our common stock for purposes of dividend distributions or upon
    liquidation, may adversely affect the market price of our common
    stock.
    We may
    be unable to generate sufficient cash flows from our operations
    to make distributions to our stockholders at any time in the
    future.
  Form 10-K.
  
    our inability to realize attractive risk-adjusted returns on our
    investments;
    unanticipated expenses or reduced revenues that reduce our cash
    flow or non-cash earnings; and
    decreases in the value of our industrial properties that we own.    Item 1B.
    Unresolved
    Staff Comments.   24




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Item 2.
    Properties.  Form 10-K Schedule III-Real Form 10-K,
    Weighted% of








% of


AverageTotal


Occupancy





Total


RemainingNumber





Rentable


Percentage


Annualized


Annualized


Leaseof


Square


Square


as of


Base


Base


TermMarket

Buildings


Feet


Feet


December 31, 2010


Rent (000s)(1)


Rent


(Years)Los Angeles Area


2



121,551



5.2
%


100.0
%

$
1,244



11.5
%


9.5Northern New Jersey/New York


20



1,202,074



51.1
%


88.3
%


5,988



55.5
%


3.6San Francisco Bay Area


8



398,351



16.9
%


79.2
%


2,741



25.4
%


1.4Seattle Area


1



137,872



5.9
%


100.0
%


680



6.3
%


1.2Miami Area


2



491,243



20.9
%


4.8
%


136



1.3
%


2.1Washington, D.C./Baltimore


























Total/Weighted Average


33



2,351,091



100.0
%


70.6
%

$
10,789



100.0
%


3.5     (1)
    
    Annualized base rent is calculated as monthly base rent per the
    leases, excluding any partial or full rent abatements, as of
    December 31, 2010, multiplied by 12.    % of TotalAnnualized Base


Annualized BaseYear

Square Feet(1)


Rent (000s)(1)(2)


Rent(1)2011


159,309


$
1,206



10.5
%2012


390,164



2,763



24.0
%2013


535,806



2,841



24.7
%2014


221,087



1,787



15.6
%2015


70,414



406



3.5
%2016+


282,833



2,495



21.7
%Total


1,659,613


$
11,498



100.0
%     (1)
    
    Includes leases that expire on or after December 31, 2010
    and leases in
    month-to-month
    status totaling 26,274 square feet.(2)
    
    Annualized base rent is calculated as monthly base rent per the
    leases, excluding any partial or full rent abatements, as of
    December 31, 2010, multiplied by 12. 25




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% of Total% of Total Rentable


Annualized Base


Annualized BaseTenant

Leases


Square Feet


Square Feet


Rent (000s)(1)


Rent1


Home Depot


2



413,092



17.6
%

$
1,874



17.4
%2


Precision Custom Coating


1



208,000



8.8
%


1,606



14.9
%3


YRC, Inc.


1



121,551



5.2
%


1,244



11.5
%4


International Paper Company


1



137,872



5.9
%


680



6.3
%5


Somerset Motors Partnership


2



62,400



2.6
%


452



4.2
%Total


7



942,915



40.1
%

$
5,856



54.3
%     (1)
    
    Annualized base rent is calculated as monthly base rent per the
    leases, excluding any partial or full rent abatements, as of
    December 31, 2010, multiplied by 12.    Item 3.
    Legal
    Proceedings.    Item 4.
    (Removed
    and Reserved). PART II  Item 5.
    Market
    for Our Common Stock and Related Stockholder
    Matters.  Market
    Information
    Price RangeHigh

LowFirst Quarter 2010 (February 10, 2010 through
    March 31, 2010)

$
19.73


$
18.52Second Quarter 2010


19.90



17.34Third Quarter 2010


18.24



17.33Fourth Quarter 2010


18.50



17.75    26




---



##### Table of Contents



Use of
    Proceeds from Registered Securities
  Form S-11 No. 333-16016)
    Distribution
    Policy
              
    actual results of operations;
    our level of retained cash flows;
    the timing of the investment of the net proceeds of our initial
    public offering and the concurrent private placement;
    any debt service requirements;
    capital expenditure requirements for our properties;
    our taxable income;
    the annual distribution requirement under the REIT provisions of
    the Code;
    our operating expenses;
    restrictions on the availability of funds under Maryland law; and
    other factors that our board of directors may deem relevant.   27




---



##### Table of Contents



Performance
    Graph
    
    Item 6.
    Selected
    Financial Data.  Form 10-K page F-1
  Period fromFebruary 16, 2010(Commencement ofOperations) toDecember 31, 2010Operating DataTotal revenues

$
4,031Net loss available to common stockholders


(5,390
)Basic and Diluted net loss available to common stockholders per
    share


(0.59
)Basic and Diluted Weighted Average Common Shares Outstanding


9,112,000 28




---



##### Table of Contents



Period fromFebruary 16, 2010(Commencement ofOperations) toDecember 31, 2010Other DataFunds from operations(1)

$
(4,209
)Basic and diluted FFO per common share(1)


(0.46
)Cash flows (used in) provided by:Operating activities


(2,212
)Investing activities


(116,388
)Financing activities


175,852Balance Sheet DataInvestments in real estate at cost

$
136,363Total assets


194,382Total debt


17,676Total stockholders equity


165,499     (1)
    
    See Part II, Item 7 Managements Discussion
    and Analysis of Financial Condition and Results of
    Operations  Non-GAAP Financial Measures,
    in this Annual Report on
    Form 10-K
    for a reconciliation to net loss and a discussion of why we
    believe FFO is a useful measure of operating performance, ways
    in which investors might use FFO when assessing our financial
    performance, and FFOs limitations as a measurement tool.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Form 10-K Form 10-K. Form 10-K.
  Overview
    Our
    Investment Strategy
   29




---



##### Table of Contents




    Located in high population coastal markets;
    Close proximity to transportation infrastructure (such as sea
    ports, airports, highways and railways);
    Situated in supply-constrained submarkets with barriers to new
    industrial development, as a result of physical
    and/or
    regulatory constraints;
    Functional and flexible layout that can be modified to
    accommodate single and multiple tenants;
    Acquisition price at a significant discount to the replacement
    cost of the property;
    Potential for enhanced return through re-tenanting or
    operational improvements; and
    Opportunity for higher and better use of the property over time.  day-to-day
        2010
    Developments
  Form 10-K,
 30




---



##### Table of Contents



Number of





AcquisitionProperty Name

Location

Buildings


Square Feet


Cost(1)(In thousands)Fortune/Qume

San Jose, CA


1



71,516


$
5,550Warm Springs I and II

Fremont, CA


2



140,466



7,264238/242 Lawrence

South San Francisco, CA


2



80,524



9,899Rialto

San Bernardino, CA


2



121,551



12,152Maltese

Totowa, NJ


1



208,000



16,500Middlebrook

Bound Brook, NJ


18



580,982



28,302130 Interstate

South Brunswick, NJ


1



413,092



22,450299 Lawrence

South San Francisco, CA


1



19,574



2,550Kent 188

Kent, WA


1



137,872



8,275Ahern

Union City, CA


2



86,271



6,26810th Avenue

Hialeah, FL


1



296,132



9,00060th Avenue

Miami Lakes, FL


1



195,111



7,830Total




33



2,351,091


$
136,040     (1)
    
    Excludes acquisition costs totaling approximately
    $2.3 million.      Recent
    Developments
     31




---



##### Table of Contents



2011
    Outlook
    Inflation
    Financial
    Condition and Results of Operations
    Revenue.
  Property operating expenses.
  Depreciation and amortization.
  General and administrative expenses.
  Acquisition costs.
  Interest and other income.
  Interest expense, including amortization.
 32




---



##### Table of Contents



Net loss.
  Liquidity
    and Capital Resources
    
    limit the sum of the outstanding principal amount of our
    consolidated indebtedness and the liquidation preference of any
    outstanding perpetual preferred stock to less than 40% of our
    total enterprise value;
    maintain a fixed charge coverage ratio in excess of 2.0x;
    limit the principal amount of our outstanding floating rate debt
    to less than 20% of our total consolidated indebtedness; and
    have staggered debt maturities that are aligned to our expected
    average lease term (5-7 years), positioning us to re-price
    parts of our capital structure as our rental rates change with
    market conditions.  loan-to-value loan-to-value.
        Market Equity Capitalization as of December 31, 2010SharesSecurity

Outstanding(1)

Market Price(2)

Market ValueCommon Stock


9,262,778


$
17.93


$
166,081,610     (1)
    
    Includes 150,778 shares of unvested restricted stock(2)
    
    Closing price of our shares of common stock on the New York
    Stock Exchange on December 31, 2010 in dollars per share   33




---



##### Table of Contents



thirty-day
      MortgageCredit


LoansFacility


Payable


Total Debt2011

$



$
677


$
6772012






718



7182013






761



7612014






806



8062015






13,642



13,642Therafter






397



397Subtotal






17,001



17,001Unamortized net premiums






675



675Total

$



$
17,676


$
17,676Total
    Debt-to-Gross
    Investments in Real Estate(1)










13.0
%Total
    Debt-to-Total
    Market Capitalization(2)










9.6
%Weighted Average Interest Rate










5.2
%Weighted Average Maturity (years)










5.1     (1)
    
    Total
    debt-to-gross
    investments in real estate is calculated as total debt,
    including premiums, divided by gross investments in real estate
    as of December 31, 2010.(2)
    
    Total
    debt-to-total
    market capitalization is calculated as total debt, including
    premiums, divided by market equity plus total debt, including
    premiums, as of December 31, 2010.  Sources
    and Uses of Cash
    Cash From Operating Activities.
 34




---



##### Table of Contents



Cash From Investing Activities.
  Cash From Financing Activities.
  Critical
    Accounting Policies
    Property Acquisitions.
    Impairment. property-by-property
 35




---



##### Table of Contents



lease-up
  Revenue Recognition.
  Income Taxes.
  Stock-Based Compensation. Compensation-Stock Compensation,
  Off-Balance
    Sheet Arrangements
    Contractual
    Obligations
  Form 10-K
 36




---



##### Table of Contents



Less than








More thanContractual Obligations

1 Year


1-3 Years


3-5 Years


5 Years


TotalDebt

$
677


$
1,479


$
14,448


$
397


$
17,001Debt Interest Payments


864



1,604



1,421



21



3,910Purchase Obligations


5,800















5,800Deferred Underwriting Fee


7,000















7,000Total

$
14,341


$
3,083


$
15,869


$
418


$
33,711   Non-GAAP Financial
    Measures
        Period fromFebruary 16, 2010For the Three


(Commencement ofMonths Ended


Operations) toDecember 31, 2010


December 31, 2010Net loss available to common stockholders

$
(598
)

$
(5,390
)Depreciation and amortizationTotal depreciation and amortization


836



1,263Non-real estate depreciation


(25
)


(82
)Allocation to participating securities(1)


(4
)


Funds from operations

$
209


$
(4,209
)Basic and diluted FFO per common share

$
0.02


$
(0.46
)Weighted average basic and diluted common shares


9,112,000



9,112,000     (1)
    
    To be consistent with our policies of determining whether
    instruments granted in share-based payment transactions are
    participating securities and accounting for earnings per share,
    the FFO per common share is adjusted for FFO distributed through
    declared dividends (if any) and allocated to all participating
    securities (weighted average common shares outstanding and
    unvested restricted shares outstanding) under the two-class
    method. Under this method, allocations were made to 148,793 and
    0 of weighted average unvested 37




---



##### Table of Contents



restricted shares outstanding for the three months ended
    December 31, 2010 and the period from February 16,
    2010 (commencement of operations) to December 31, 2010,
    respectively.  Item 7A.
    Quantitative
    And Qualitative Disclosures About Market Risk.    Item 8.
    Financial
    Statements And Supplementary Data.  page F-1 Form 10-K.
  Item 9.
    Changes
    In And Disagreements With Accountants On Accounting And
    Financial Disclosure.    Item 9A.
    Controls
    And Procedures.  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Managements
    Annual Report on Internal Control Over Financial
    Reporting
  Form 10-K
  Report of
    Independent Registered Public Accounting Firm
  Form 10-K
  Changes
    in Internal Control over Financial Reporting
   38




---



##### Table of Contents



Item 9B.
    Other
    Information.   Part III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.    Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Item 14.
    Principal
    Accounting Fees and Services.   39




---



##### Table of Contents



Part IV  Item 15.
    Exhibits
    and Financial Statement Schedules.  (a)
    1. and 2.
    Financial Statements and Schedules  Form 10-K page F-1
  PageReport of Independent Registered Public
    Accounting Firm


F-1Management Report on Internal Control Over
    Financial Reporting


F-2Report of Independent Registered Public
    Accounting Firm


F-3Consolidated Balance Sheets as of
    December 31, 2010 and 2009


F-4Consolidated Statement of Operations for the
    period from February 16, 2010 (commencement of operations)
    to December 31, 2010


F-5Consolidated Statement of Equity for the period
    from February 16, 2010 (commencement of operations) to
    December 31, 2010


F-6Consolidated Statement of Cash Flows for the
    period from February 16, 2010 (commencement of operations)
    to December 31, 2010


F-7Notes to Consolidated Financial Statements


F-8Schedule III  Real Estate
    Investments and Accumulated Depreciation


S-1     3.
    Exhibits  Regulation S-K Form 10-K,
 40




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
        F-1




---



##### Table of Contents



MANAGEMENT
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING    page F-1.
 F-2




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Internal Control  Integrated Framework
      F-3




---



##### Table of Contents



Terreno
    Realty Corporation



Consolidated
    Balance Sheets  December 31, 2010


December 31, 2009(In thousands  except share andper share data)ASSETSInvestments in real estateLand

$
71,861


$
Buildings and improvements


56,222



Intangible assets


8,280



Total investments in properties


136,363



Accumulated depreciation and amortization


(1,502
)


Net investments in properties


134,861



Cash and cash equivalents


57,253



1Deferred financing costs, net


796



Other assets, net


1,472



Total assets

$
194,382


$
1LIABILITIES AND EQUITYLiabilitiesCredit facility

$



$
Mortgage loans payable


17,676



Security deposits


899



Intangible liabilities


883



Deferred underwriting fee payable


7,000



Accounts payable and other liabilities


2,425



Total liabilities


28,883



Commitments and contingencies (Note 10)EquityStockholders equityPreferred stock: $0.01 par value, 100,000,000 and no shares
    authorized, respectively, and no shares issued and outstanding






Common stock: $0.01 par value, 400,000,000 and
    100,000 shares authorized, and 9,262,778 and
    1,000 shares issued and outstanding, respectively


91



Additional paid-in capital


170,798



1Accumulated deficit


(5,390
)


Total stockholders equity


165,499



1Total liabilities and equity

$
194,382


$
1    F-4




---



##### Table of Contents



Terreno
    Realty Corporation



Consolidated
    Statement of Operations  Period fromFebruary 16, 2010(Commencement ofOperations) toDecember 31, 2010(In thousands  exceptshare and per share data)REVENUESRental revenues

$
4,031Total revenues


4,031COSTS AND EXPENSESProperty operating expenses


1,287Depreciation and amortization


1,263General and administrative


4,122Acquisition costs


2,289Total costs and expenses


8,961OTHER INCOME (EXPENSE)Interest and other income


64Interest expense, including amortization


(524
)Total other income and expenses


(460
)Net loss available to common stockholders

$
(5,390
)Basic and Diluted net loss available to common stockholders per
    share

$
(0.59
)Basic and Diluted Weighted Average Common Shares
    Outstanding


9,112,000    F-5




---



##### Table of Contents



Terreno
    Realty Corporation



Consolidated
    Statement of Equity  Common Stock


Additional Paid-in


AccumulatedNumber of Shares


Amount


Capital


Deficit


Total(In thousands  except share data)Balance as of February 16, 2010 (commencement of operations)


1,000


$



$
1


$



$
1Net loss














(5,390
)


(5,390
)Issuance of common stock


9,112,000



91



182,149







182,240Equity issuance costs










(12,135
)






(12,135
)Repurchase of common stock


(1,000
)






(1
)






(1
)Issuance of restricted stock, net


150,778















Stock-based compensation amortization










784







784Balance as of December 31, 2010


9,262,778


$
91


$
170,798


$
(5,390
)

$
165,499    F-6




---



##### Table of Contents



Terreno
    Realty Corporation



Consolidated
    Statement of Cash Flows  Period fromFebruary 16, 2010(Commencement ofOperations) toDecember 31, 2010(In thousands)CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(5,390
)Adjustments to net lossStraight-line rents


(220
)Amortization of lease intangibles


288Depreciation and amortization


1,263Deferred financing cost and mortgage premium amortization, net


73Stock-based compensation amortization


784Changes in assets and liabilitiesOther assets


(542
)Accounts payable and other liabilities


1,532Net cash used in operating activities


(2,212
)CASH FLOWS FROM INVESTING ACTIVITIESCash paid for property acquisitions


(116,140
)Additions to buildings and improvements


(248
)Net cash used in investing activities


(116,388
)CASH FLOWS FROM FINANCING ACTIVITIESIssuance of common stock, net of issuance costs of $5,085


176,914Payments on mortgage loans payable


(180
)Payment of financing fees


(882
)Net cash provided by financing activities


175,852Net increase in cash and cash equivalents


57,252Cash and cash equivalents at beginning of period


1Cash and cash equivalents at end of period

$
57,253SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid for interest

$
344Supplemental disclosures of non-cash transactionsDeferred underwriting fee payable

$
7,000Offering costs payable

$
50Contribution of fixed assets by Terreno Capital Partners LLC

$
240Reconciliation of cash paid for property acquisitionsAcquisition of properties

$
136,040Assumption of mortgage loans payable


(17,181
)Assumption of mortgage premiums


(719
)Assumption of other assets and liabilities


(2,000
)Net cash paid for property acquisitions

$
116,140    F-7




---



##### Table of Contents



Terreno
    Realty Corporation



Notes to
    Consolidated Financial Statements  Note 1.
    Organization      Note 2.
    Significant
    Accounting Policies  Basis of Presentation.
  Use of Estimates.
  Investments in Real Estate.
  Impairment. property-by-property lease-up
 F-8




---



##### Table of Contents



Property Acquisitions.
    Business Combinations
    2011

$
2,6992012


1,7902013


7922014


4582015


110Therafter


427Total

$
6,276   Depreciation and Useful Lives of Real Estate and Intangible
    Assets.
 F-9




---



##### Table of Contents



Description

Standard Depreciable LifeLand

Not depreciatedBuilding

40 yearsBuilding Improvements

5-40 yearsTenant Improvements

Shorter of lease term or useful lifeLeasing Costs

Lease termIn-place leases

Lease termAbove/Below Market Leases

Lease term   Cash and Cash Equivalents.
  Revenue Recognition.
    Deferred Financing Costs.
  Mortgage Premiums.
  Income Taxes.
 F-10




---



##### Table of Contents



740-10, Income Taxes, ASC 740-10 ASC 740-10
  Stock-Based Compensation. Compensation-Stock
    Compensation,
  Fair Value of Financial Instruments. Fair Value Measurements and Disclosures
    Note 3.
    Concentration
    of Credit Risk.     F-11




---



##### Table of Contents



% of Total


Annualized


% of TotalRentable


Base Rent


AnnualizedTenant

Leases


Square Feet


Square Feet


(000s)(1)


Base Rent1


Home Depot


2



413,092



17.6
%

$
1,874



17.4
%2


Precision Custom Coating


1



208,000



8.8
%


1,606



14.9
%3


YRC, Inc.


1



121,551



5.2
%


1,244



11.5
%4


International Paper Company


1



137,872



5.9
%


680



6.3
%5


Somerset Motors Partnership


2



62,400



2.6
%


452



4.2
%Total


7



942,915



40.1
%

$
5,856



54.3
%     (1)
    
    Annualized base rent is calculated as monthly base rent per the
    leases, excluding any partial or full rent abatements, as of
    December 31, 2010, multiplied by 12.  Note 4.
    Investments
    in Real Estate.    Number ofProperty Name

Location

Buildings


Square Feet


Acquisition Cost(In thousands) (1)Fortune/Qume

San Jose, CA


1



71,516


$
5,550Warm Springs I and II

Fremont, CA


2



140,466



7,264238/242 Lawrence

South San Francisco, CA


2



80,524



9,899Rialto

San Bernardino, CA


2



121,551



12,152Maltese

Totowa, NJ


1



208,000



16,500Middlebrook

Bound Brook, NJ


18



580,982



28,302130 Interstate

South Brunswick, NJ


1



413,092



22,450299 Lawrence

South San Francisco, CA


1



19,574



2,550Kent 188

Kent, WA


1



137,872



8,275Ahern

Union City, CA


2



86,271



6,26810th Avenue

Hialeah, FL


1



296,132



9,00060th Avenue

Miami Lakes, FL


1



195,111



7,830Total




33



2,351,091


$
136,040     (1)
    
    Excludes acquisition costs totaling approximately
    $2.3 million.  Note 5.
    Debt.   F-12




---



##### Table of Contents



thirty-day
      2011

$
6772012


7182013


7612014


8062015


13,642Therafter


397Subtotal


17,001Unamortized net premiums


675Total

$
17,676   Note 6.
    Leasing
    Activity.    2011

$
9,6892012


7,9032013


5,1442014


3,9332015


2,368Therafter


11,463Total

$
40,500   Note 7.
    Stockholders
    Equity.   F-13




---



##### Table of Contents



Restricted Stock Activity:
  WeightedAverage GrantShares


Date Fair ValueNonvested shares outstanding at beginning of period





$
Granted


155,778



19.93Forfeited


(5,000
)


20.00Vested






Nonvested shares outstanding at end of period


150,778


$
19.93     Nonvested Shares Vesting Schedule

Number of Shares2011


46,1562012


26,1562013


26,1562014


26,1552015


26,155Total Nonvested Shares


150,778   Note 8.
    Net Loss
    Per Share.  ASC 260-10-45, Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities
 F-14




---



##### Table of Contents



Note 9.
    Quarterly
    Results of Operations  Unaudited  2010 Quarter EndedMarch 31(1)


June 30


September 30


December 31Total revenues

$
12


$
333


$
642


$
3,044Total costs and expenses


(771
)


(1,580
)


(3,241
)


(3,369
)Total other income and expenses


2



(84
)


(105
)


(273
)Net loss available to common stockholders

$
(757
)

$
(1,331
)

$
(2,704
)

$
(598
)Basic and Diluted net loss available to common stockholders per
    share(2)

$
(0.08
)

$
(0.15
)

$
(0.30
)

$
(0.07
)Basic and Diluted Weighted Average Common
    Shares Outstanding


9,112,000



9,112,000



9,112,000



9,112,000     (1)
    
    Represents the period from February 16 (commencement of
    operations) to March 31, 2010.(2)
    
    The above quarterly losses per share calculations are based on
    the weighted average number of common shares outstanding during
    each quarter. The losses per share calculation for the period
    from February 16, 2010 (commencement of operations) to
    December 31, 2010 in the Consolidated Statement of
    Operations is based on the weighted average number of common
    shares outstanding for the period from February 16, 2010
    (commencement of operations) to December 31, 2010. The sum
    of the quarterly financial data may vary from the period from
    February 16, 2010 (commencement of operations) to
    December 31, 2010 data due to rounding.  Note 10.
    Commitments
    and Contingencies  Deferred Underwriting
    Commissions. Form 10-K
  Litigation.
  Environmental Matters.
 F-15




---



##### Table of Contents



clean-up
      day-to-day
    General Uninsured Losses.
  Contractual Commitments.
  Note 11.
    Subsequent
    Event.   F-16




---



##### Table of Contents



Terreno
    Realty Corporation
 Schedule III
    Real Estate Investments and Accumulated Depreciation
    As of December 31, 2010  CostsInitial Cost to Company


Capitalized


Gross Amount Carried at 12/31/10No. of










Buildings &


Subsequent to





Buildings &





Accumulated


Year


YearProperty Name

Bldgs.


Location

Encumbrances


Land


Improvements


Acquisition


Land


Improvements


Total


Depreciation


Acquired


Constructed(In thousands)Los Angeles AreaRialto


2


San Bernardino, CA

$



$
6,218


$
5,148


$



$
6,218


$
5,148


$
11,366


$
37



2010



2002Northern New Jersey/New York130 Interstate


1


South Brunswick, NJ






8,686



12,135







8,686



12,135



20,821



77



2010



1999Maltese


1


Totowa, NJ






7,231



7,598







7,231



7,598



14,829



52



2010



1964Middlebrook


18


Bound Brook, NJ


15,346



16,442



10,241



262



16,442



10,503



26,945



70



2010



1958-1976San Francisco Bay Area238/242 Lawrence


2


South San Francisco, CA


1,655



6,674



2,655



12



6,674



2,667



9,341



25



2010



1986299 Lawrence


1


South San Francisco, CA






1,352



1,198







1,352



1,198



2,550



4



2010



1968Ahern


2


Union City, CA






3,246



2,749







3,246



2,749



5,995



3



2010



1986Fortune/Qume


1


San Jose, CA






2,518



2,484



3



2,518



2,487



5,005



47



2010



1980Warm Springs I and II


2


Fremont, CA






3,664



2,782



45



3,664



2,827



6,491



53



2010



1984Seattle AreaKent 188


1


Kent, WA






3,251



4,719







3,251



4,719



7,970



6



2010



1979Miami Area10th Avenue


1


Hialeah, FL






6,376



2,624







6,376



2,624



9,000



2



2010



1957/200560th Avenue


1


Miami Lakes, FL






6,203



1,567







6,203



1,567



7,770



1



2010



1971Subtotal


33





17,001



71,861



55,900



322



71,861



56,222



128,083



377Unamortized net premiums








675



























Intangible assets
































8,280



1,125Total


33




$
17,676


$
71,861


$
55,900


$
322


$
71,861


$
56,222


$
136,363


$
1,502  S-1




---



##### Table of Contents





SIGNATURES      By:
    /s/  W.
    Blake Baird     Power of
    Attorney
      Signature

Title

Date/s/  W.
    Blake BairdW.
    Blake Baird

Chairman, Chief Executive Officer and Director (principal
    executive officer)

February 24, 2011/s/  Michael
    A. CokeMichael
    A. Coke

President, Chief Financial Officer and Director (principal
    financial and accounting officer)

February 24, 2011/s/  LeRoy
    E. CarlsonLeRoy
    E. Carlson

Director

February 24, 2011/s/  Peter
    J. MerlonePeter
    J. Merlone

Director

February 24, 2011/s/  Douglas
    M. PasqualeDouglas
    M. Pasquale

Director

February 24, 2011/s/  Dennis
    PolkDennis
    Polk

Director

February 24, 2011




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##### Table of Contents



Exhibit Index  ExhibitNumber

Exhibit Description3
.1

Articles of Amendment and Restatement of Registrant (previously
    filed as Exhibit 3.1 to Amendment No. 2 to the
    Companys Registration Statement on
    Form S-11
    on January 6, 2010 and incorporated herein by reference)3
.2

Amended and Restated Bylaws of Registrant (previously filed as
    Exhibit 3.2 to Amendment No. 2 to the Companys
    Registration Statement on
    Form S-11
    on January 6, 2010 and incorporated herein by reference)4
.1

Specimen Common Stock Certificate of Registrant (previously
    filed as Exhibit 4.1 to Amendment No. 3 to the
    Companys Registration Statement on
    Form S-11
    on January 15, 2010 and incorporated herein by reference)10
.1+

Form of Severance Agreement between Registrant and W. Blake
    Baird (previously filed as Exhibit 10.1 to Amendment
    No. 2 to the Companys Registration Statement on
    Form S-11
    on January 6, 2010 and incorporated herein by reference)10
.2+

Form of Severance Agreement between Registrant and Michael A.
    Coke (previously filed as Exhibit 10.2 to Amendment
    No. 2 to the Companys Registration Statement on
    Form S-11
    on January 6, 2010 and incorporated by reference herein)10
.3+

2010 Equity Incentive Plan of Registrant (previously filed as
    Exhibit 10.3 to the Companys Annual Report on
    Form 10-K
    on March 29, 2010 and incorporated by reference herein)10
.4+

Form of Restricted Stock Award Agreement for Executive Officers
    and Employees (previously filed as Exhibit 10.4 to
    Amendment No. 2 to the Companys Registration
    Statement on
    Form S-11
    on January 6, 2010 and incorporated herein by reference)10
.5+

Form of Restricted Stock Award Agreement for Non-Employee
    Directors (previously filed as Exhibit 10.5 to Amendment
    No. 2 to the Companys Registration Statement on
    Form S-11
    on January 6, 2010 and incorporated herein by reference)10
.6+

Form of Indemnification Agreement between Registrant and its
    Directors and Executive Officers (previously filed as
    Exhibit 10.6 to Amendment No. 2 to the Companys
    Registration Statement on
    Form S-11
    on January 6, 2010 and incorporated herein by reference)10
.7+

Long-Term Incentive Plan of Registrant (previously filed as
    Exhibit 10.7 to the Companys Annual Report on
    Form 10-K
    on March 29, 2010 and incorporated by reference herein)10
.8+

Form of Award Notice under the Long-Term Incentive Plan of
    Registrant (previously filed as Exhibit 10.8 to Amendment
    No. 2 to the Companys Registration Statement on
    Form S-11
    on January 6, 2010 and incorporated herein by reference)10
.9+

Form of Subscription Agreement (previously filed as
    Exhibit 10.9 to Amendment No. 2 to the Companys
    Registration Statement on
    Form S-11
    on January 6, 2010 and incorporated herein by reference)10
.10

Amended and Restated Senior Revolving Credit Agreement, dated as
    of December 30, 2010, among Terreno Realty LLC, KeyBank
    National Association, both individually as a Lender
    and as Administrative Agent, KeyBanc Capital Markets
    as Lead Arranger, and the several banks, financial
    institutions and other entities which may from time to time
    become parties as additional Lenders (previously
    filed as Exhibit 10.1 to the Companys Current Report
    on
    Form 8-K
    on January 5, 2011 and incorporated by reference herein)10
.11

Agreement of Sale, dated as of May 17, 2010, between
    Advance at Middlebrook Crossroads, LLC and Terreno Realty LLC
    (previously filed as Exhibit 10.1 to the Companys
    Quarterly Report on
    Form 10-Q
    on August 12, 2010 and incorporated by reference herein)10
.12

Agreement of Purchase and Sale, dated as of September 30,
    2010, between 130 Interstate Blvd., LLC and Terreno Realty LLC
    (previously filed as Exhibit 2.1 to the Companys
    Current Report on
    Form 8-K
    on October 1, 2010 and incorporated by reference herein)21
*

Subsidiaries of Registrant23
.1*

Consent of Independent Registered Public Accounting Firm24
.1*

Power of Attorney (included on the signature page to this Annual
    Report on
    Form 10-K)31
.1*

Certification of Chief Executive Officer, pursuant to
    Rules 13a-15(e)
    and 15d-15(e), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.




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##### Table of Contents



ExhibitNumber

Exhibit Description31
.2*

Certification of Chief Financial Officer, pursuant to
    Rules 13a-15(e)
    and 15d-15(e), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.32
.1**

Certification of Chief Executive Officer of, pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.2**

Certification of Chief Financial Officer, pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith.**
    
    Furnished herewith.+
    
    Exhibit is a management contract or compensatory plan or
    arrangement.