Terreno Realty Corporation (“Terreno”, and together with its subsidiaries, “we”, “us”, “our”, “our Company” or “the Company”) acquires, owns and operates industrial real estate in six major coastal U.S.
−Removed: Los Angeles, Northern New Jersey/New York City, San Francisco Bay Area, Seattle, Miami, and Washington, D.C.
+Added: New York City/Northern New Jersey, Los Angeles, Miami, San Francisco Bay Area, Seattle, and Washington, D.C.
We invest in several types of industrial real estate, including warehouse/distribution (approximately 79.7% of our total annualized base rent as of December 31, 2024), flex (including light industrial and research and development, or R&D) (approximately 3.4%), transshipment (approximately 6.0%) and improved land (approximately 10.9%).
1 unchanged sentence
Infill locations are geographic locations surrounded by high concentrations of already developed land and existing buildings.
−Removed: As of December 31, 2023, we owned a total of 259 buildings aggregating approximately 16.0 million square feet, 45 improved land parcels consisting of approximately 152.4 acres, seven properties under development or redevelopment and approximately 62.7 acres of land entitled for future development.
+Added: As of December 31, 2024, we owned a total of 299 buildings (including one building held for sale) aggregating approximately 19.3 million square feet, 47 improved land parcels consisting of approximately 150.6 acres, six properties under development or redevelopment and approximately 22.4 acres of land entitled for future development.
As of December 31, 2024, the buildings and improved land parcels were approximately 97.4% and 95.1% leased, respectively, to 670 customers, the largest of which accounted for approximately 5.5% of our total annualized base rent.
2 unchanged sentences
We acquire, own and operate industrial real estate in six major coastal U.S.
−Removed: Los Angeles, Northern New Jersey/New York City, San Francisco Bay Area, Seattle, Miami, and Washington, D.C.
+Added: New York City/Northern New Jersey, Los Angeles, Miami, San Francisco Bay Area, Seattle, and Washington, D.C.
As described in more detail below, we invest in several types of industrial real estate, including warehouse/distribution, flex (including light industrial and R&D), transshipment and improved land.
66 unchanged sentences
– we have adopted a majority voting standard in non-contested director elections;
−Removed: – we have opted out of three Maryland anti-takeover provisions and, in the future, we may not opt back in to these provisions without stockholder approval;
+Added: – we have opted out of three Maryland anti-takeover provisions and, in the future, we cannot 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;
10 unchanged sentences
We intend to preserve a flexible capital structure with a long-term goal to maintain our investment grade rating and be in a position to issue additional unsecured debt and perpetual preferred stock.
−Removed: Fitch Ratings assigned us an issuer rating of BBB with a positive outlook.
+Added: Fitch Ratings assigned us an issuer rating of BBB+ with a stable outlook.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency.
8 unchanged sentences
We are not structured as an Umbrella Partnership Real Estate Investment Trust, or UPREIT, although we could put in place a similar structure to facilitate an acquisition if needed.
−Removed: We currently own our properties indirectly through subsidiaries and may utilize one or more taxable REIT subsidiaries as appropriate.
+Added: We currently own our properties indirectly through subsidiaries, including through taxable REIT subsidiaries and subsidiaries that intend to qualify as REITs for U.S.
+Added: federal income tax purposes.
Our Tax Status
We elected to be taxed as a REIT under Sections 856 through 860 of the Code commencing with our taxable year ended December 31, 2010.
−Removed: We believe that our organization and method of operation has enabled and will continue to enable us to meet the requirements for qualification and taxation as a REIT for federal income tax purposes.
+Added: We believe that our organization and method of operation has enabled and will continue to enable us to meet the requirements for qualification and taxation as a REIT for U.S.
+Added: federal income tax purposes.
To maintain REIT status we must meet a number of organizational and operational requirements, including a requirement that we annually distribute at least 90% of our net taxable income to our stockholders, excluding net capital gains.
−Removed: As a REIT, we generally will not be subject to federal income tax on REIT taxable income we currently distribute to our stockholders.
−Removed: If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax at regular corporate rates.
−Removed: Even if we qualify for taxation as a REIT, we may be subject to some federal, state and local taxes on our income or property and the income of our taxable REIT subsidiaries, if any, will be subject to taxation at regular corporate rates.
−Removed: We do not currently own any taxable REIT subsidiaries but may in the future.
+Added: As a REIT, we generally will not be subject to U.S.
+Added: federal income tax on REIT taxable income we currently distribute to our stockholders.
+Added: If we fail to qualify as a REIT in any taxable year, we will be subject to U.S.
+Added: federal income tax at regular corporate rates.
+Added: Even if we qualify for taxation as a REIT, we may be subject to some U.S.
+Added: federal, state and local taxes on our income or property and the income of our taxable REIT subsidiaries will be subject to taxation at regular corporate rates.
We believe the current market for industrial real estate acquisitions to be highly competitive.
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We could be responsible for any of the costs discussed above.
−Removed: The costs to clean up a contaminated property, to defend against a claim, or to comply with environmental laws could be material and could adversely affect the funds available for
−Removed: distribution to our stockholders.
−Removed: We generally obtain “Phase I environmental site assessments”, or ESAs, on each property prior to acquiring it.
+Added: The costs to clean up a contaminated property, to defend against a claim, or to comply with environmental laws could be material and could adversely affect the funds available for distribution to our stockholders.
+Added: We generally obtain “Phase I environmental site assessments”, or ESAs, on each property prior
+Added: to acquiring it.
However, these ESAs may not reveal all environmental costs that might have a material adverse effect on our business, assets, results of operations or liquidity and may not identify all potential environmental liabilities.
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We believe that the policy terms, conditions, limits and deductibles are adequate and appropriate under the circumstances, given the relative risk of loss, the cost of such coverage and current industry practice.
−Removed: In addition, our properties are located, or may in the future be located, in areas that are subject to earthquake and flood activity.
−Removed: As a result, we have obtained, as applicable, limited earthquake and flood insurance on those properties.
+Added: In addition, our properties are located, or may in the future be located, in areas that are subject to earthquake, flood and fire activity.
+Added: As a result, we have obtained, as applicable, limited earthquake, flood and fire insurance on those properties.
There are, however, certain types of extraordinary losses, such as those due to acts of war that may be either uninsurable or not economically insurable.
9 unchanged sentences
We also emphasize external community engagement by encouraging volunteer work, providing paid time off to participate in charitable activities and matching a portion of employee donations to qualifying nonprofit organizations.
−Removed: As an equal opportunity employer, we promote a consistent message of diversity and inclusion and reward our employees based on merit and their contributions.
+Added: As an equal opportunity employer, we reward our employees based on merit and their contributions.
Since 2019, we have continued to increase our board diversity in terms of gender, underrepresented communities and work experience.
9 unchanged sentences
These include our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and exhibits and amendments to these reports, and Section 16 filings.
−Removed: We make this information available on our
−Removed: website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC.
+Added: We make this information available on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC.
You may also obtain our reports by accessing the EDGAR database at the SEC’s website at http://www.sec.gov.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.