##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
      Form 10-Q
        þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934   Commission file number:
    001-14245
     AMB Property, L.P.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware(State or Other
    Jurisdiction of
    Incorporation or Organization)

94-3285362(I.R.S. Employer
    Identification No.)Pier 1, Bay 1,
    San Francisco, California(Address of Principal
    Executive Offices)

94111(Zip
    Code)   (415) 394-9000
 (Registrants Telephone
    Number, Including Area Code)
  þ o
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ




---



##### 



AMB
    PROPERTY, L.P.
  INDEX
  PagePART I.
    FINANCIAL INFORMATIONItem 1.


Financial
    Statements (unaudited)Consolidated
    Balance Sheets as of March 31, 2007 and December 31,
    2006


1Consolidated
    Statements of Operations for the three months ended
    March 31, 2007 and 2006


2Consolidated
    Statement of Partners Capital for the three months ended
    March 31, 2007


3Consolidated
    Statements of Cash Flows for the three months ended
    March 31, 2007 and 2006


4Notes to
    Consolidated Financial Statements


5Item 2.


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


26Item 3.


Quantitative and
    Qualitative Disclosures About Market Risk


53Item 4.


Controls and
    Procedures


55PART II.
    OTHER INFORMATIONItem 1.


Legal
    Proceedings


56Item 1A.


Risk
    Factors


56Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


56Item 3.


Defaults Upon
    Senior Securities


56Item 4.


Submission of
    Matters to a Vote of Security Holders


56Item 5.


Other
    Information


56Item 6.


Exhibits


56EXHIBIT 31.1EXHIBIT 32.1




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##### Table of Contents



PART I   Item 1.
    Financial
    Statements  AMB
    PROPERTY, L.P.
 CONSOLIDATED
    BALANCE SHEETS
    As of March 31, 2007 and December 31, 2006  March 31,


December 31,2007


2006(Unaudited, dollars in thousands)ASSETSInvestments in real estate:Land

$
1,346,220


$
1,351,123Buildings and improvements


4,071,200



4,038,474Construction in progress


1,360,318



1,186,136Total investments in properties


6,777,738



6,575,733Accumulated depreciation and
    amortization


(829,814
)


(789,693
)Net investments in properties


5,947,924



5,786,040Investments in unconsolidated joint
    ventures


279,422



274,381Properties held for contribution,
    net


144,961



154,036Properties held for divestiture, net


11,227



20,916Net investments in real estate


6,383,534



6,235,373Cash and cash equivalents


259,818



174,763Restricted cash


26,343



21,115Mortgage and loan receivables


18,711



18,747Accounts receivable, net of
    allowance for doubtful accounts of $6,053 and $6,361,
    respectively


141,647



133,998Deferred financing costs, net


30,190



20,394Other assets


116,740



109,122Total assets

$
6,976,983


$
6,713,512LIABILITIES AND PARTNERS
    CAPITALDebt:Secured debt

$
1,648,336


$
1,395,354Unsecured senior debt


1,057,186



1,101,874Unsecured credit facilities


474,849



852,033Other debt


86,146



88,154Total debt


3,266,517



3,437,415Security deposits


37,274



36,106Distributions payable


57,500



48,967Accounts payable and other
    liabilities


192,598



186,807Total liabilities


3,553,889



3,709,295Commitments and contingencies
    (Note 12)Minority interests:Joint venture partners


506,611



555,201Preferred unitholders


132,912



129,764Total minority interests


639,523



684,965Partners capital:General partner, 99,089,842 and
    89,433,024 units outstanding, respectively; 2,000,000
    Series L preferred units issued and outstanding with a
    $50,000 liquidation preference, 2,300,000 Series M
    preferred units issued and outstanding with a $57,500
    liquidation preference, 3,000,000 Series O preferred units
    issued and outstanding with a $75,000 liquidation preference and
    2,000,000 Series P preferred units issued and outstanding
    with a $50,000 liquidation preference


2,623,368



2,166,657Limited partners, 3,407,360 and
    3,450,343 units, respectively; 800,000 Series J
    preferred units with a $40,000 liquidation preference, 800,000
    Series K preferred units with a $40,000 liquidation
    preference


160,203



152,595Total partners capital


2,783,571



2,319,252Total liabilities and
    partners capital

$
6,976,983


$
6,713,512    1




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##### Table of Contents



AMB
    PROPERTY, L.P.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
    For the Three Months Ended March 31, 2007 and
    2006 For the Three MonthsEnded March 31,2007


2006(Unaudited, dollars in thousands, except unit and per unit
    amounts)REVENUESRental revenues

$
162,082


$
171,301Private capital income


5,925



5,106Total revenues


168,007



176,407COSTS AND EXPENSESProperty operating expenses


(25,371
)


(24,300
)Real estate taxes


(18,876
)


(19,843
)Depreciation and amortization


(41,029
)


(42,754
)Impairment losses


(257
)


General and administrative


(29,854
)


(23,048
)Other expenses


(912
)


(537
)Fund costs


(241
)


(614
)Total costs and expenses


(116,540
)


(111,096
)OTHER INCOME AND
    EXPENSESEquity in earnings of
    unconsolidated joint ventures, net


2,113



2,088Other income


5,507



3,507Gains from dispositions of real
    estate interests


136



Development profits, net of taxes


12,192



674Interest expense, including
    amortization


(33,865
)


(39,153
)Total other income and expenses, net


(13,917
)


(32,884
)Income before minority interests,
    discontinued operations and cumulative effect of change in
    accounting principle


37,550



32,427Minority interests share of
    income:Joint venture partners share
    of income before minority interests and discontinued operations


(7,193
)


(8,539
)Joint venture partners share
    of development profits


(12
)


Preferred unitholders


(2,242
)


(3,437
)Total minority interests
    share of income


(9,447
)


(11,976
)Income from continuing operations
    before cumulative effect of change in accounting principle


28,103



20,451Discontinued operations:Income attributable to discontinued
    operations, net of minority interests


81



2,359Gains from dispositions of real
    estate, net of minority interests


44



7,366Total discontinued operations


125



9,725Net income before cumulative effect
    of change in accounting principle


28,228



30,176Cumulative effect of change in
    accounting principle






193Net income


28,228



30,369Series L, M, O and P preferred
    unit distributions


(3,952
)


(3,096
)Series J and K preferred unit
    distributions


(1,590
)


(1,590
)Preferred unit redemption
    discount/issuance costs






(1,097
)Net income available to common
    unitholders

$
22,686


$
24,586Income available to common
    unitholders attributable to:General partner

$
21,730


$
23,384Limited partners


956



1,202Net income available to common
    unitholders

$
22,686


$
24,586Basic income per common
    unitIncome from continuing operations
    (after preferred unit distributions and preferred unit
    redemption discount/issuance costs) before cumulative effect of
    change in accounting principle

$
0.23


$
0.16Discontinued operations






0.11Cumulative effect of change in
    accounting principle






Net income available to common
    unitholders

$
0.23


$
0.27Diluted income per common
    unitIncome from continuing operations
    (after preferred unit distributions and preferred unit
    redemption discount/issuance costs) before cumulative effect of
    change in accounting principle

$
0.23


$
0.16Discontinued operations






0.10Cumulative effect of change in
    accounting principle






Net income available to common
    unitholders

$
0.23


$
0.26WEIGHTED AVERAGE COMMON UNITS
    OUTSTANDINGBasic


96,943,042



90,821,246Diluted


99,776,750



94,567,680    2




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##### Table of Contents



AMB
    PROPERTY, L.P.
 CONSOLIDATED
    STATEMENT OF PARTNERS CAPITAL

For the Three Months Ended March 31, 2007  General Partner


Limited PartnersPreferred Units


Common Units


Preferred Units


Common UnitsUnits


Amount


Units


Amount


Units


Amount


Units


Amount


Total(Unaudited, dollars in thousands, except unit amounts)Balance as of December 31, 2006


9,300,000


$
223,417



89,433,024


$
1,943,240



1,600,000


$
77,815



3,450,343


$
74,780


$
2,319,252Comprehensive income:Net income






3,952







21,730







1,590







956Unrealized gain on securities and
    derivatives














(13
)














Currency translation adjustment














353















Total comprehensive income


































28,568Stock-based compensation
    amortization and issuance of common limited partnership units in
    connection with the issuance of restricted stock and options










29,443



5,108



















5,108Issuance of common units










8,365,800



472,072



















472,072Issuance of common limited
    partnership units in connection with the exercise of stock
    options










1,218,592



19,333



















19,333Conversion of operating partnership
    units to common stock










42,983



2,600











(42,983
)


(860
)


1,740Forfeiture of common limited
    partnership units in connection with the forfeiture of
    restricted stock














(1,095
)


















(1,095
)Reallocation of interests














(13,966
)














9,845



(4,121
)Distributions






(3,952
)






(49,411
)






(1,590
)






(2,333
)


(57,286
)Balance as of March 31, 2007


9,300,000


$
223,417



99,089,842


$
2,399,951



1,600,000


$
77,815



3,407,360


$
82,388


$
2,783,571    3




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##### Table of Contents



AMB
    PROPERTY, L.P.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Three Months Ended March 31, 2007 and
    2006
  2007


2006(Unaudited, dollars in thousands)CASH FLOWS FROM OPERATING
    ACTIVITIESNet income

$
28,228


$
30,369Adjustments to net income:Straight-line rents and
    amortization of lease intangibles


(2,715
)


(5,146
)Depreciation and amortization


41,029



42,754Impairment losses


257



Stock-based compensation
    amortization


5,108



4,829Equity in earnings of
    unconsolidated joint ventures


(2,113
)


(2,088
)Operating distributions received
    from unconsolidated joint ventures


3,712



326Gains from dispositions of real
    estate interests


(136
)


Development profits, net of taxes


(12,192
)


(674
)Debt premiums, discounts and
    finance cost amortization, net


(578
)


2,850Total minority interests
    share of net income


9,447



11,976Discontinued operations:Depreciation and amortization


(4
)


514Joint venture partners share
    of net income


(65
)


Gains from dispositions of real
    estate, net of minority interests


(44
)


(7,366
)Cumulative effect of change in
    accounting principle






(193
)Changes in assets and liabilities:Accounts receivable and other assets


(15,802
)


271Accounts payable and other
    liabilities


1,828



(26,323
)Net cash provided by operating
    activities


55,960



52,099CASH FLOWS FROM INVESTING
    ACTIVITIESChange in restricted cash


(5,243
)


9,032Cash paid for property acquisitions


(18,553
)


(121,197
)Additions to land, buildings,
    development costs, building improvements and lease costs


(243,638
)


(218,630
)Net proceeds from divestiture of
    real estate


114,107



20,707Additions to interests in
    unconsolidated joint ventures


(8,873
)


999Repayment of mortgage and loan
    receivables


36



32Net cash used in investing
    activities


(162,164
)


(309,057
)CASH FLOWS FROM FINANCING
    ACTIVITIESIssuance of common units net


491,405



29,469Borrowings on secured debt


446,351



1,631Payments on secured debt


(198,351
)


(26,778
)Borrowings on other debt






43,086Payments on other debt


(2,158
)


(420
)Borrowings on unsecured credit
    facilities


241,183



284,185Payments on unsecured credit
    facilities


(625,083
)


(47,686
)Payment of financing fees


(10,483
)


(2,997
)Net proceeds from issuances of
    senior debt


24,997



Payments on senior debt securities


(70,000
)


(25,000
)Issuance costs on preferred units






(217
)Repurchase of preferred units


(6
)


(77,392
)Contributions from co-investment
    partners


1,111



65,859Distributions paid to partners


(46,421
)


(43,710
)Distributions to minority
    interests, including preferred units


(61,572
)


(34,473
)Net cash provided by financing
    activities


190,973



165,557Net effect of exchange rate changes
    on cash


286



988Net increase (decrease) in cash and
    cash equivalents


85,055



(90,413
)Cash and cash equivalents at
    beginning of period


174,763



232,881Cash and cash equivalents at end of
    period

$
259,818


$
142,468Supplemental Disclosures of Cash
    Flow InformationCash paid for interest, net of
    capitalized interest

$
34,932


$
29,678Non-cash transactions:Acquisition of properties

$
18,109


$
153,355Assumption of secured debt






(28,300
)Assumption of other assets and
    liabilities


473



(802
)Acquisition capital


(29
)


(3,056
)Net cash paid for property
    acquisitions

$
18,553


$
121,197Preferred unit redemption issuance
    costs

$



$
1,097Contribution of properties to
    unconsolidated joint ventures, net

$
8,751


$
    4




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##### Table of Contents



AMB
    PROPERTY, L.P.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    March 31, 2007
    (unaudited)
  1.
    Organization
    and Formation of the Company  ® ®
  day-to-day
       5




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      
    on an owned and managed basis, which includes investments held
    on a consolidated basis or through unconsolidated joint
    ventures, the Operating Partnership owned or partially owned
    properties, principally warehouse distribution buildings,
    encompassing approximately 103.2 million rentable square
    feet that were 95.2% leased;
    on an owned and managed basis, which includes investments held
    on a consolidated basis or through unconsolidated joint
    ventures, the Operating Partnership had investments in 44
    industrial development projects which are expected to total
    approximately 14.7 million rentable square feet upon
    completion and one industrial operating property, totaling
    approximately 0.2 million square feet which is available
    for sale or contribution;
    on a consolidated basis, the Operating Partnership owned eleven
    development projects, totaling approximately 2.7 million
    rentable square feet that are available for sale or
    contribution; and
    through other non-managed unconsolidated joint ventures, the
    Operating Partnership had investments in 46 industrial operating
    properties, totaling approximately 7.4 million rentable
    square feet.  2.
    Interim
    Financial Statements    Form 10-K
    Investments in Real Estate. property-by-property
 6




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  re-evaluated
  Reclassifications.
  Comprehensive Income.
  International Operations.
      Goodwill and Intangible Assets. Goodwill and Other Intangible
    Assets
  New Accounting Pronouncements. Accounting for Uncertainty in
    Income Taxes  an interpretation of FASB Statement
    No. 109
  2002-2006
 7




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   3.
    Real
    Estate Acquisition and Development Activity  Acquisition Activity.
  Development Starts.
  Development Completions.
  Development Pipeline.
  4.
    Gains
    from Dispositions of Real Estate Interests, Development Profits
    and Discontinued Operations  Development Sales.
 8




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Discontinued Operations. Accounting for the Impairment or
    Disposal of Long-Lived Assets.
  Development Contributions.
  Gains from Contributions of Real Estate
    Interests.
  Properties Held for Contribution. 15-20%.
  Properties Held for Divestiture. development-for-sale
    For the Three Months Ended March 31,2007


2006Rental revenues

$
(63
)

$
5,051Straight-line rents and
    amortization of lease intangibles






154Property operating expenses


(36
)


(1,456
)Real estate taxes


(33
)


(627
)Depreciation and amortization


4



(514
)Other income and expenses, net


2



4Interest, including amortization


142



(253
)Joint venture partners share
    of loss (income)


65



Income attributable to
    discontinued operations

$
81


$
2,359  9




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    March 31,

December 31,2007

2006Other assets

$
87


$
Accounts payable and other
    liabilities

$
401


$
721   5.
    Mortgage
    and Loan Receivables    March 31,


December 31,Mortgage and Loan Receivables

Market

Maturity

2007


2006


Rate1.


Pier 1

SF Bay Area

May 2026

$
12,650


$
12,686



13.0
%2.


G.Accion

Mexico, Various

June 2010


6,061



6,061



10.0
%Total Mortgage and Loan Receivables





$
18,711


$
18,747   6.
    Debt    March 31,


December 31,2007


2006Operating Partnership secured
    debt, varying interest rates from 1.06% to 10.4%, due October
    2007 to October 2016 (weighted average interest rate of 4.9% and
    5.6% at March 31, 2007 and December 31, 2006,
    respectively)

$
492,557


$
368,332Consolidated joint venture secured
    debt, varying interest rates from 3.5% to 9.4%, due May 2007 to
    February 2024 (weighted average interest rates of 6.2% and 6.5%
    at March 31, 2007 and December 31, 2006, respectively)


1,150,275



1,020,678Unsecured senior debt securities,
    varying interest rates from 3.5% to 8.0%, due August 2007 to
    June 2018 (weighted average interest rates of 6.2% and 6.2% at
    March 31, 2007 and December 31, 2006, respectively and
    net of unamortized discounts of $10.3 million and
    $10.6 million respectively)


1,067,491



1,112,491Other debt, varying interest rates
    from 5.1% to 7.5%, due June 2007 to November 2015 (weighted
    average interest rates of 6.7% and 6.6% at March 31, 2007
    and December 31, 2006, respectively)


86,146



88,154Unsecured credit facilities,
    variable interest rate, due February 2010 and June 2010
    (weighted average interest rates of 2.1% and 3.1% at
    March 31, 2007 and December 31, 2006, respectively)


474,849



852,033Total debt before unamortized net
    (discounts)


3,271,318



3,441,688Unamortized net (discounts)


(4,801
)


(4,273
)Total consolidated debt

$
3,266,517


$
3,437,415  10




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    sub-limit
       11




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       12




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Operating


ConsolidatedPartnership


Joint Venture


UnsecuredSecured


Secured


Senior Debt


Credit


OtherDebt


Debt


Securities


Facilities


Debt


Total2007

$
12,396


$
45,300


$
55,000


$



$
14,215


$
126,9112008


92,239



73,504



175,000







810



341,5532009


6,234



118,813



100,000







873



225,9202010


72,026



116,182



250,000



474,849



941



913,9982011


6,335



190,622



75,000







1,014



272,9712012


8,369



449,198











1,093



458,6602013


42,682



59,714



175,000







65,920



343,3162014


245,273



4,076











616



249,9652015


2,199



18,780



112,491







664



134,1342016


4,804



54,995















59,799Thereafter






19,091



125,000











144,091Total

$
492,557


$
1,150,275


$
1,067,491


$
474,849


$
86,146


$
3,271,318   7.
    Minority
    Interests in Consolidated Joint Ventures and Preferred
    Units  Consolidation of Variable Interest Entities.
     13




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Operating


Total InvestmentPartnerships


in Real Estate(1)


Property Debt(2)


Other DebtOwnership


March 31,


December 31,


March 31,


December 31,


March 31,


December 31,Co-investment Joint Venture

Joint Venture Partner

Percentage


2007


2006


2007


2006


2007


2006AMB/Erie, L.P.

Erie Insurance Company and
    affiliates


50
%

$
52,643


$
52,942


$
20,459


$
20,605


$



$
AMB Partners II, L.P.

City and County of
    San Francisco Employees Retirement System


20
%


683,952



679,138



322,094



323,532



65,000



65,000AMB-SGP, L.P.

Industrial JV Pte Ltd(3)


50
%


445,718



444,990



350,073



235,480







AMB Institutional Alliance
    Fund II, L.P.

AMB Institutional Alliance
    REIT II, Inc.(4)


20
%


521,314



519,534



242,050



243,263







AMB-AMS,
    L.P.(5)

PMT, SPW and TNO(6)


39
%


153,990



153,563



84,558



78,904







Total







$
1,857,617


$
1,850,167


$
1,019,234


$
901,784


$
65,000


$
65,000     (1)
    
    The Operating Partnership also had other consolidated joint
    ventures with total investments in real estate of
    $585.9 million as of March 31, 2007.(2)
    
    The Operating Partnership also had other consolidated joint
    ventures with property debt of $135.1 million as of
    March 31, 2007.(3)
    
    A subsidiary of GIC Real Estate Pte. Ltd., the real estate
    investment subsidiary of the Government of Singapore Investment
    Corporation.(4)
    
    Comprised of 14 institutional investors as stockholders and one
    third-party limited partner as of March 31, 2007.(5)
    
    AMB-AMS,
    L.P. is a co-investment partnership with three Dutch pension
    funds.(6)
    
    PMT is Stichting Pensioenfonds Metaal en Techniek, SPW is
    Stichting Pensioenfonds voor de Woningcorporaties and TNO is
    Stichting Pensioenfonds TNO.    March 31,


December 31,


Redemption/Callable2007


2006


DateJoint Venture Partners

$
506,611


$
555,201



N/AHeld through AMB Property II,
    L.P.:Class B Limited Partners


30,435



27,281



N/ASeries D preferred units
    (liquidation preference of $79,767)


77,678



77,684



February 2012Series I preferred units
    (liquidation preference of $25,500)


24,799



24,799



March 2006Total minority interests

$
639,523


$
684,965  14




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Three MonthsEnded March 31,2007


2006Joint Venture Partners share
    of income

$
7,193


$
8,539Joint Venture Partners share
    of development profits


12



Held through AMB Property II,
    L.P.:Class B common limited
    partnership units


133



26Series D preferred units
    (liquidation preference of $79,767)


1,599



1,545Series E preferred units
    (repurchased in June 2006)






214Series F preferred units
    (repurchased in September 2006)






200Series H preferred units
    (repurchased in March 2006)






815Series I preferred units
    (liquidation preference of $25,500)


510



510Series N preferred units
    (repurchased in January 2006)






127Total minority interests
    share of income

$
9,447


$
11,976        15




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         8.
    Investments
    in Unconsolidated Joint Ventures    OperatingPartnershipsSquare


March 31,


December 31,


OwnershipUnconsolidated Joint Ventures

Feet


2007


2006


PercentageCo-Investment Joint
    VenturesAMB-SGP Mexico, LLC(1)


3,050,915


$
8,495


$
7,601



20
%AMB Japan Fund I, L.P.(2)


3,951,904



32,184



31,811



20
%AMB Institutional Alliance
    Fund III, L.P.(3)


15,746,793



135,914



136,971



21
%AMB DFS Fund I, LLC(4)






16,622



11,700



15
%Other Industrial Operating
    Joint Ventures


7,684,931



48,569



47,955



53
%Other Investment  G.
    Accion(5)


n/a



37,638



38,343



39
%Total Unconsolidated Joint
    Ventures


30,434,543


$
279,422


$
274,381     (1)
    
    AMB-SGP Mexico, LLC, is a co-investment partnership formed in
    2004 with Industrial (Mexico) JV Pte. Ltd., a subsidiary of GIC
    Real Estate Pte. Ltd, the real estate investment subsidiary of
    the Government of Singapore Investment Corporation. Includes
    $9.3 million of shareholder loans outstanding at
    March 31, 2007 between the Operating Partnership and the
    co-investment partnership.(2)
    
    AMB Japan Fund I, L.P. is a co-investment partnership
    formed in 2005 with institutional investors.(3)
    
    AMB Institutional Alliance Fund III, L.P. is an open-ended
    co-investment partnership formed in 2004 with institutional
    investors, which invest through a private REIT. Prior to
    October 1, 2006, the Operating Partnership accounted for
    AMB Institutional Alliance Fund III, L.P. as a consolidated
    joint venture.(4)
    
    AMB DFS Fund I, LLC is a co-investment partnership formed
    in 2006 with a subsidiary of GE Real Estate to build and sell
    properties.(5)
    
    The Operating Partnership has a 39% unconsolidated equity
    interest in G.Accion, a Mexican real estate company. G.Accion
    provides management and development services for industrial,
    retail, residential and office properties in Mexico.   16




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        development-for-sale
       17




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   9.
    Partners
    Capital  one-for-one
        For the Three Months Ended March 31,Paying Entity

Security

2007


2006Operating Partnership

Common limited partnership units

$
0.500


$
0.460Operating Partnership

Series J preferred units

$
0.994


$
0.994Operating Partnership

Series K preferred units

$
0.994


$
0.994AMB Property II, L.P.

Class B common limited
    partnership units

$
0.500


$
0.460AMB Property II, L.P.

Series D preferred units

$
0.943


$
0.969AMB Property II, L.P.

Series E preferred units(1)


n/a


$
0.969AMB Property II, L.P.

Series F preferred units(2)


n/a


$
0.994AMB Property II, L.P.

Series H preferred units(3)


n/a


$
0.970AMB Property II, L.P.

Series I preferred units

$
1.000


$
1.000AMB Property II, L.P.

Series N preferred units(4)


n/a


$
0.215  18




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    In June 2006, AMB Property II, L.P. repurchased all of its
    outstanding Series E preferred units.(2)
    
    In September 2006, AMB Property II, L.P. repurchased all of
    its outstanding Series F preferred units.(3)
    
    In March 2006, AMB Property II, L.P. repurchased all of its
    outstanding Series H preferred units.(4)
    
    The holder of the series N preferred units exercised its
    put option in January 2006 and sold all of its series N
    preferred units to the Operating Partnership and AMB
    Property II, L.P. repurchased all of such units from the
    Operating Partnership.       19




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   10.
    Income
    Per Unit  one-for-one
  For the Three MonthsEnded March 31,2007


2006NumeratorIncome from continuing operations
    before cumulative effect of change in accounting principle

$
28,103


$
20,451Preferred unit distributions


(5,542
)


(4,686
)Preferred unit redemption
    discount/issuance costs






(1,097
)Income from continuing operations
    before cumulative effect of change in accounting principle
    (after preferred unit distributions)


22,561



14,668Total discontinued operations


125



9,725Cumulative effect of change in
    accounting principle






193Net income available to common
    unitholders

$
22,686


$
24,586DenominatorBasic


96,943,042



90,821,246Stock options and restricted stock
    dilution(1)


2,833,708



3,746,434Diluted weighted average common
    units


99,776,750



94,567,680Basic income per common
    unitIncome from continuing operations
    (after preferred unit distributions) before cumulative effect of
    change in accounting principle

$
0.23


$
0.16Discontinued operations






0.11Cumulative effect of change in
    accounting principle






Net income available to common
    unitholders

$
0.23


$
0.27Diluted income per common
    unitIncome from continuing operations
    (after preferred unit distributions) before cumulative effect of
    change in accounting principle

$
0.23


$
0.16Discontinued operations






0.10Cumulative effect of change in
    accounting principle






Net income available to common
    unitholders

$
0.23


$
0.26     (1)
    
    Excludes anti-dilutive stock options of 302,938 and 325,503 for
    the three months ended March 31, 2007 and 2006,
    respectively. 20




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    Segment
    Information    
    Real Estate Operations.  The Operating
    Partnership operates industrial properties and manages its
    business by geographic markets. Such industrial properties
    consist primarily of warehouse distribution facilities suitable
    for single or multiple customers, and are typically comprised of
    multiple buildings that are leased to customers engaged in
    various types of businesses. The Operating Partnerships
    geographic markets for industrial properties are managed
    separately because each market requires different operating,
    pricing and leasing strategies. Each market is considered to be
    an individual operating segment having similar economic
    characteristics that are combined within the reported segment
    based upon geographic location. The accounting policies of the
    segments are the same as those described in the summary of
    significant accounting policies. The Operating Partnership
    evaluates performance based upon property net operating income
    of the combined properties in each segment, which are listed
    below. In addition, the Operating Partnerships development
    business is included under real estate operations. It primarily
    consists of the Operating Partnerships development of real
    estate properties that are subsequently contributed to a
    property fund in which the Operating Partnership has an
    ownership interest in and acts as manager, or sold to third
    parties. The Operating Partnership evaluates performance of the
    development business by reported operating segment based upon
    gains generated from the disposition
    and/or
    contribution of real estate. The assets of the development
    business generally include properties under development and land
    held for development. During the period between the completion
    of development of a property and the date the property is
    contributed to an unconsolidated joint venture or sold to a
    third party, the property and its associated rental income and
    property operating costs are included in the real estate
    operations segment because the primary activity associated with
    the property during that period is leasing. Upon contribution or
    sale, the resulting gain or loss is included as gains from
    dispositions of real estate interests or development profits, as
    appropriate.
    Capital Partners.  The Operating Partnership
    through its private capital group and AMB Capital Partners, LLC,
    provides real estate investment, portfolio management and
    reporting services to co-investment joint ventures and clients.
    The private capital income earned consists of acquisition and
    development fees, asset management fees and priority
    distributions, and promoted interests and incentive
    distributions from the Operating Partnerships
    co-investment joint ventures and AMB Capital Partners
    clients. The accounting policies of the segment are the same as
    those described in the summary of significant accounting
    policies under Note 2, Interim Financial Statements. The
    Operating Partnership evaluates performance based upon private
    capital income.   21




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Revenues


Property NOI(2)


Development GainsFor the Three Months


For the Three Months


For the Three MonthsEnded March 31,


Ended March 31,


Ended March 31,Segments(1)

2007


2006


2007


2006


2007


2006North America MarketsSouthern California

$
26,418


$
27,415


$
20,789


$
21,817


$
9,004


$
No. New Jersey/New York


17,545



19,653



11,699



13,347







San Francisco Bay Area


21,345



21,554



16,839



16,953







Chicago


13,514



13,629



9,208



9,324



2,668



On-Tarmac


13,460



14,055



7,276



7,869







South Florida


10,716



9,251



7,236



6,295



478



674Seattle


9,323



9,354



7,194



7,246







Non-U.S. MarketsEurope


11,741



6,532



9,361



5,233







Asia


1,418



8,741



673



7,938







Total markets


125,480



130,184



90,275



96,022



12,150



674Other Markets


33,824



41,176



24,713



29,112



42



Straight-line rents and
    amortization of lease intangibles


2,715



5,146



2,715



5,146







Discontinued operations


63



(5,205
)


132



(3,122
)






Capital PartnersPrivate capital income


5,925



5,106















Total

$
168,007


$
176,407


$
117,835


$
127,158


$
12,192


$
674     (1)
    
    The markets included are a subset of the Operating
    Partnerships regions defined as East, Southwest and West
    Central in North America, Europe and Asia.(2)
    
    Property net operating income (NOI) is defined as
    rental revenue, including reimbursements, less property
    operating expenses, which excludes depreciation, amortization,
    general and administrative expenses and interest expense. For a
    reconciliation of NOI to net income, see the table below.   22




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Three Months Ended March 31,2007


2006Property NOI

$
117,835


$
127,158Development profits, net of taxes


12,192



674Private capital income


5,925



5,106Depreciation and amortization


(41,029
)


(42,754
)Impairment losses


(257
)


General and administrative


(29,854
)


(23,048
)Other expenses


(912
)


(537
)Fund costs


(241
)


(614
)Equity in earnings of
    unconsolidated joint ventures


2,113



2,088Other income


5,507



3,507Gains from dispositions of real
    estate interests


136



Interest, including amortization


(33,865
)


(39,153
)Total minority interests
    share of income


(9,447
)


(11,976
)Total discontinued operations


125



9,725Cumulative effect of change in
    accounting principle






193Net income

$
28,228


$
30,369     Total Assets as ofMarch 31, 2007


December 31, 2006North America MarketsSouthern California

$
868,016


$
895,610No. New Jersey/New York


608,718



607,727San Francisco Bay Area


701,914



703,660Chicago


437,020



446,662On-Tarmac


208,089



210,798South Florida


363,801



371,603Seattle


390,745



380,459Non-U.S. MarktesEurope


756,650



723,326Asia


537,124



434,706Total marktes


4,872,077



4,774,551Other Markets


1,506,530



1,430,308Investments in unconsolidated
    joint ventures


279,422



274,381Non-segment assets


318,954



234,272Total assets

$
6,976,983


$
6,713,512  23




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    Commitments
    and Contingencies  Commitments
  Lease Commitments.
  Standby Letters of Credit.
  Guarantees.
  Performance and Surety Bonds.
  Promoted Interests and Other Contractual
    Obligations.
  Contingencies
  Litigation.
  Environmental Matters.
  General Uninsured Losses.
 24




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Captive Insurance Company.
  13.
    Subsequent
    Events       25




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Some of the information included in this Quarterly Report on
    Form 10-Q
    contains forward-looking statements, which are made pursuant to
    the safe-harbor provisions of Section 21E of the Securities
    Exchange Act of 1934, as amended, and Section 27A of the
    Securities Act of 1933, as amended. Because these
    forward-looking statements involve numerous risks and
    uncertainties, there are important factors that could cause our
    actual results to differ materially from those in the
    forward-looking statements, and you should not rely on the
    forward-looking statements as predictions of future events. The
    events or circumstances reflected in forward-looking statements
    might not occur. You can identify forward-looking statements by
    the use of forward-looking terminology such as
    believes, expects, may,
    will, should, seeks,
    approximately, intends,
    plans, pro forma, estimates
    or anticipates, or the negative of these words and
    phrases, or similar words or phrases. You can also identify
    forward-looking statements by discussions of strategy, plans or
    intentions. Forward-looking statements should not be read as
    guarantees of future performance or results, and will not
    necessarily be accurate indicators of whether, or the time at
    which, such performance or results will be achieved. There is no
    assurance that the events or circumstances reflected in
    forward-looking statements will occur or be achieved.
    Forward-looking statements are necessarily dependent on
    assumptions, data or methods that may be incorrect or imprecise
    and we may not be able to realize them.
  The following factors, among others, could cause actual
    results and future events to differ materially from those set
    forth or contemplated in the forward-looking statements:
  
    changes in general economic conditions or in the real estate
    sector;
    defaults on or non-renewal of leases by customers or renewal
    at lower than expected rent;
    difficulties in identifying properties to acquire and in
    effecting acquisitions on advantageous terms and the failure of
    acquisitions to perform as we expect;
    risks and uncertainties affecting property development and
    renovation (including construction delays, cost overruns, our
    inability to obtain necessary permits and financing, public
    opposition to these activities, as well as the risks associated
    with our expansion of and increased investment in our
    development business);
    risks of doing business internationally, including
    unfamiliarity with new markets and currency risks;
    risks of opening offices globally (including increasing
    headcount);
    a downturn in the California, U.S., or the global economy or
    real estate conditions;
    risks of changing personnel and roles;
    losses in excess of our insurance coverage;
    our failure to divest of properties on advantageous terms or
    to timely reinvest proceeds from any such divestitures;
    unknown liabilities acquired in connection with acquired
    properties or otherwise;
    risks associated with using debt to fund acquisitions and
    development, including re-financing risks;
    our failure to obtain necessary financing;
    our failure to maintain our current credit agency ratings;
    risks associated with equity and debt securities financings
    and issuances (including the risk of dilution);
    changes in local, state and federal regulatory
    requirements;
    increases in real property tax rates;
    increases in interest rates and operating costs or greater
    than expected capital expenditures; and
    environmental uncertainties. 26




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##### Table of Contents



Our success also depends upon economic trends generally,
    various market conditions and fluctuations and those other risk
    factors discussed under the heading Risk Factors and
    elsewhere in our Annual Report on
    Form 10-K
    for the year ended December 31, 2006. We caution you not to
    place undue reliance on forward-looking statements, which
    reflect our analysis only and speak as of the date of this
    report or as of the dates indicated in the statements. All of
    our forward-looking statements, including those in this report,
    are qualified in their entirety by this statement. We assume no
    obligation to update or supplement forward-looking
    statements.
  ® ® ® ®
  GENERAL
    Managements
    Overview
  development-for-sale
       27




---



##### Table of Contents



Largest


Other


Total/WeightedOwned and Managed Property Data(1)

Global Markets(2)


Global Markets(3)


AverageAs of and for the three months
    ended March 31, 2007:Rentable square feet


69,728,617



33,446,593



103,175,210Occupancy percentage at period end


95.6
%


94.3
%


95.2
%Same space square footage leased


3,745,689



1,481,342



5,227,031Rent increases on renewals and
    rollovers(4)


2.7
%


3.1
%


2.8
%As of and for the three months
    ended March 31, 2006:Rentable square feet


60,157,807



35,070,136



95,227,943Occupancy percentage at period end


96.1
%


91.4
%


94.3
%Same space square footage leased


3,172,782



1,491,741



4,664,523Rent increases (decreases) on
    renewals and rollovers


(13.2
)%


(5.5
)%


(11.4
)%     (1)
    
    Schedule includes owned and managed operating properties which
    we define as properties in which we have at least a 10%
    ownership interest, for which we are the property or asset
    manager, and which we intend to hold for the long-term.(2)
    
    Our largest global markets include Southern California, Northern
    New Jersey/New York City, San Francisco Bay Area, Chicago,
    U.S. On-Tarmac, South Florida, Seattle, Tokyo and Paris.(3)
    
    Our other global markets for North America include Atlanta,
    Austin, Baltimore, Boston, Columbus, Dallas, Guadalajara,
    Houston, Mexico City, Minneapolis, New Orleans, Orlando and
    Querétaro. Our European markets include Amsterdam,
    Frankfurt, Hamburg, and Lyon. Our Asian markets include Osaka,
    Shanghai, and Singapore.(4)
    
    On a consolidated basis, rent increases on renewals and
    rollovers were 2.6%, 3.8% and 2.9%, for our largest global
    markets, other global markets and total markets, respectively.     28




---



##### Table of Contents



non-U.S. markets non-U.S. operating
    Summary
    of Key Transactions
    
    Acquired, on an owned and managed basis, eight properties in
    North America and Asia, aggregating approximately
    1.8 million square feet, for $141.8 million;
    Committed to five development projects in North America and Asia
    totaling 1.9 million square feet with an estimated total
    investment of approximately $190.7 million;
    Acquired 422 acres of land for development in North America
    for approximately $40.8 million;
    Sold two development projects totaling approximately
    0.1 million square feet for an aggregate sale price of
    $24.7 million;
    Contributed two completed development projects, aggregating
    approximately 0.5 million square feet, for approximately
    $56.0 million to AMB Institutional Alliance Fund III,
    L.P. and AMB-SGP Mexico, LLC, both unconsolidated joint ventures;
    Contributed two land parcels to AMB DFS Fund I, LLC a
    co-investment partnership; and
    Contributed one 0.1 million square foot operating property
    to AMB-SGP Mexico, LLC, an unconsolidated joint venture, for
    approximately $4.6 million.   29




---



##### Table of Contents




    Raised approximately $472.1 million in net proceeds from
    the issuance of approximately 8.4 million shares of AMB
    Property Corporations common stock;
    Obtained long-term secured debt financings for our co-investment
    joint ventures of $324.0 million with a weighted average
    interest rate of 5.7%;
    Obtained $122.1 million of debt (using exchange rates in
    effect at quarter end date) with a weighted average interest
    rate of 3.4% for international assets;
    Refinanced $305.0 million of secured debt, with a weighted
    average interest rate of 5.7% for AMB-SGP, L.P., one of our
    co-investment joint ventures;
    Expanded the European revolving credit facility agreement by
    100 million Euro to 328.0 million Euro (approximately
    $438.0 million in U.S. dollars, using the exchange
    rate at March 31, 2007); and
    Refinanced Series D Preferred Units to, among other things,
    change the rate applicable from 7.75% to 7.18% and change the
    date prior to which the series D preferred units may not be
    redeemed from May 5, 2004 to February 22, 2012.    Critical
    Accounting Policies
  Form 10-K
  THE
    COMPANY
  ® ®
    day-to-day
   30




---



##### Table of Contents



® ® ® point-to-point.
    
    on an owned and managed basis, which include investments held on
    a consolidated basis or through unconsolidated joint ventures,
    we owned and managed properties, principally warehouse
    distribution facilities, encompassing approximately
    103.2 million rentable square feet that were 95.2% leased;
    on an owned and managed basis, which include investments held on
    a consolidated basis or through unconsolidated joint ventures,
    we had investments in 44 industrial development projects which
    are expected to total approximately 14.7 million rentable
    square feet upon completion and one industrial operating
    property, totaling approximately 0.2 million square feet
    which is available for sale or contribution;
    on a consolidated basis, we owned eleven development projects,
    totaling approximately 2.7 million rentable square feet
    that are available for sale or contribution; and
    through other non-managed unconsolidated joint ventures, we had
    investments in 46 industrial operating properties, totaling
    approximately 7.4 million rentable square feet.    ®
  (415) 394-9000.
 31




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##### Table of Contents



www.amb.com Form 10-K, Form 10-Q, Form 8-K 1-800-SEC-0330. http://www.sec.gov
  Operating
    Strategy
    build-to-suit
  Growth
    Strategies
  Growth
    through Operations
    Growth
    through Development and Value-Added Conversions
   32




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##### Table of Contents



Growth
    through Acquisitions and Capital Redeployment
      Growth
    through Global Expansion
  non-U.S. markets non-U.S. operating
  ® speed-to-market
 33




---



##### Table of Contents



Growth
    through Co-Investments
  15-50%
  CONSOLIDATED
    RESULTS OF OPERATIONS
        For the
    Three Months ended March 31, 2007 and 2006 (dollars in
    millions):
  Revenues

2007


2006


$ Change


% ChangeRental revenuesU.S. industrial:Same store

$
139.4


$
151.0


$
(11.6
)


(7.7
)%2006 acquisitions


2.5



0.3



2.2



733.3
%Development


2.7



0.9



1.8



200.0
%Other industrial


2.7



2.6



0.1



3.8
%Non U.S. industrial


14.8



16.5



(1.7
)


(10.3
)%Total rental revenues


162.1



171.3



(9.2
)


(5.4
)%Private capital income


5.9



5.1



0.8



15.7
%Total revenues

$
168.0


$
176.4


$
(8.4
)


(4.8
)%   quarter-to-date
 34




---



##### Table of Contents



non-U.S. industrial non-U.S. industrial
  Costs and Expenses

2007


2006


$ Change


% ChangeProperty operating costs:Rental expenses

$
25.3


$
24.3


$
1.0



4.1
%Real estate taxes


18.9



19.8



(0.9
)


(4.5
)%Total property operating costs

$
44.2


$
44.1


$
0.1



0.2
%Property operating costsU.S. industrialSame store

$
38.7


$
40.4


$
(1.7
)


(4.2
)%2006 acquisitions


0.7



0.1



0.6



600.0
%Development


1.0



0.4



0.6



150.0
%Other industrial


0.6



0.3



0.3



100.0
%Non U.S. industrial


3.2



2.9



0.3



10.3
%Total property operating costs


44.2



44.1



0.1



0.2
%Depreciation and amortization


41.0



42.8



(1.8
)


(4.2
)%General and administrative


29.9



23.1



6.8



29.4
%Impairment losses


0.3







0.3



100.0
%Other expenses


0.9



0.5



0.4



80.0
%Fund costs


0.2



0.6



(0.4
)


(66.7
)%Total costs and expenses

$
116.5


$
111.1


$
5.4



4.9
%   quarter-to-date quarter-to-quarter quarter-to-date
 35




---



##### Table of Contents



Other Income and (Expenses)

2007


2006


$ Change


% ChangeEquity in earnings of
    unconsolidated joint ventures, net

$
2.1


$
2.1


$





%Other income


5.5



3.5



2.0



57.1
%Gains from dispositions of real
    estate interests, net


0.1







0.1




%Development profits, net of taxes


12.2



0.7



11.5



1,642.9
%Interest expense, including
    amortization


(33.8
)


(39.2
)


(5.4
)


(13.8
)%Total other income and (expenses),
    net

$
(13.9
)

$
(32.9
)

$
(19.0
)


(57.8
)%     Discontinued Operations

2007


2006


$ Change


% ChangeIncome attributable to
    discontinued operations, net of minority interests

$
0.1


$
2.3


$
(2.2
)


(95.7
)%Gains from dispositions of real
    estate, net of minority interests






7.4



(7.4
)


(100.0
)%Total discontinued operations

$
0.1


$
9.7


$
(9.6
)


(99.0
)%     Preferred Units

2007


2006


$ Change


% ChangePreferred unit distributions

$
(5.5
)

$
(4.7
)

$
0.8



17.0
%Preferred unit redemption issuance
    costs






(1.1
)


(1.1
)


(100.0
)%Total preferred units

$
(5.5
)

$
(5.8
)

$
(0.3
)


(5.2
)%    36




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
  Balance Sheet Strategy. and/or
    
    retained earnings and cash flow from operations;
    private capital from co-investment partners;
    net proceeds from contribution of properties and completed
    development projects to our co-investment joint ventures;
    borrowings under our unsecured credit facilities;
    other forms of secured or unsecured financing;
    proceeds from equity (common and preferred) or debt securities
    offerings;
    proceeds from limited partnership unit offerings (including
    issuances of limited partnership units by our
    subsidiaries); and
    net proceeds from divestitures of properties.    
    working capital;
    development, expansion and renovation of properties;
    acquisitions, including our global expansion;
    debt service; and
    distributions on outstanding common and preferred limited
    partnership units.  Cash flows.
   37




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##### Table of Contents



Capital
    Resources
  Property Divestitures.
  Gains from Contributions of Real Estate
    Interests.
  Development Starts.
  Development Contributions.
  Properties Held for Contribution. 15-20%.
  Properties Held for Divestiture. development-for-sale
  Co-investment Joint Ventures. 04-5, Determining Whether a General Partner, or the General
    Partners as a Group, Controls a Limited Partnership or Similar
    Entity When the Limited Partners Have Certain Rights.
   38




---



##### Table of Contents



OurApproximateOwnership

Original PlannedConsolidated Co-Investment Joint Venture

Joint Venture Partner

Percentage

Capitalization(1)AMB/Erie, L.P.

Erie Insurance Company and
    affiliates


50
%

$
200,000AMB Partners II, L.P.

City and County of
    San Francisco Employees Retirement System


20
%

$
580,000AMB-SGP, L.P.

Industrial JV Pte Ltd(2)


50
%

$
420,000AMB Institutional Alliance
    Fund II, L.P.

AMB Institutional Alliance
    REIT II, Inc.(3)


20
%

$
490,000AMB-AMS,
    L.P.(4)

PMT, SPW and TNO(5)


39
%

$
228,000     (1)
    
    Planned capitalization includes anticipated debt and both
    partners expected equity contributions.(2)
    
    A subsidiary of GIC Real Estate Pte. Ltd., the real estate
    investment subsidiary of the Government of Singapore Investment
    Corporation.(3)
    
    Comprised of 14 institutional investors as stockholders and one
    third-party limited partner as of March 31, 2007.(4)
    
    AMB-AMS,
    L.P. is a co-investment partnership with three Dutch pension
    funds.(5)
    
    PMT is Stichting Pensioenfonds Metaal en Techniek, SPW is
    Stichting Pensioenfonds voor de Woningcorporaties and TNO is
    Stichting Pensioenfonds TNO.    OurApproximateOwnership


Original PlannedUnconsolidated Co-Investment Joint Venture

Joint Venture Partner

Percentage


Capitalization(1)AMB-SGP Mexico, LLC

Industrial (Mexico) JV Pte Ltd(2)


20
%

$
715,000AMB Japan Fund I, L.P.

Institutional investors(3)


20
%

$
2,100,000
(4)AMB Institutional Alliance
    Fund III, LP(5)

AMB Institutional Alliance
    REIT III, Inc.


21
%

$
1,469,000
(6)AMB DFS Fund I, LLC(7)

Strategic Realty Ventures, LLC


15
%

$
500,000     (1)
    
    Planned capitalization includes anticipated debt and both
    partners expected equity contributions.(2)
    
    A subsidiary of GIC Real Estate Pte. Ltd., the real estate
    investment subsidiary of the Government of Singapore Investment
    Corporation.(3)
    
    Comprised of 13 institutional investors as of March 31,
    2007.(4)
    
    AMB Japan Fund I, L.P. is a yen-denominated fund.
    U.S. dollar amounts are converted at the March 31,
    2007 exchange rate.(5)
    
    AMB Institutional Alliance Fund III, L.P. is an open-ended
    co-investment partnership formed in 2004 with institutional
    investors, which invests through a private real estate
    investment trust. Prior to October 1, 2006, we accounted
    for AMB Institutional Alliance Fund III, L.P. as a
    consolidated joint venture.(6)
    
    The planned gross capitalization and investment capacity of AMB
    Institutional Alliance Fund III, L.P. as an open-end fund,
    is not limited. The planned gross capitalization represents the
    gross book value of real estate assets as of the most recent
    quarter end.(7)
    
    AMB DFS Fund I, LLC is a co-investment partnership formed
    in 2006 with a subsidiary of GE Real Estate to build and sell
    properties.   39




---



##### Table of Contents



Partners Capital.
      Debt. debt-to-our debt-to-our loan-to-value 50-65% per
    sub-limit
 40




---



##### Table of Contents



Credit Facilities.
   41




---



##### Table of Contents



42




---



##### Table of Contents



DebtOur


Joint


UnsecuredSecured


Venture


Senior Debt


Credit


Other


TotalDebt(1)


Debt


Securities


Facilities(2)


Debt


Debt2007

$
12,396


$
45,300


$
55,000


$



$
14,215


$
126,9112008


92,239



73,504



175,000







810



341,5532009


6,234



118,813



100,000







873



225,9202010


72,026



116,182



250,000



474,849



941



913,9982011


6,335



190,622



75,000







1,014



272,9712012


8,369



449,198











1,093



458,6602013


42,682



59,714



175,000







65,920
(5)


343,3162014


245,273



4,076











616



249,9652015


2,199



18,780



112,491







664



134,1342016


4,804



54,995















59,799Thereafter






19,091



125,000











144,091Subtotal


492,557



1,150,275



1,067,491



474,849



86,146



3,271,318Unamortized premiums (discounts)


1,480



4,024



(10,305
)










(4,801
)Total consolidated debt


494,037



1,154,299



1,057,186



474,849



86,146



3,266,517Our share of unconsolidated joint
    venture debt(3)






349,570











20,933



370,503Total debt


494,037



1,503,869



1,057,186



474,849



107,079



3,637,020Joint venture partners share
    of consolidated joint venture debt






(723,605
)










(52,000
)


(775,605
)Our share of total debt(4)

$
494,037


$
780,264


$
1,057,186


$
474,849


$
55,079


$
2,861,415Weighed average interest rate


4.9
%


6.2
%


6.2
%


2.1
%


6.7
%


5.4
%Weighed average maturity (in years)


5.4



4.8



4.8



3.1



5.2



4.6     (1)
    
    Our secured debt and joint venture debt include debt related to
    European and Asian assets in the amount of $414.8 million
    and $47.5 million, respectively, translated to
    U.S. dollars using the exchange rate in effect on
    March 31, 2007.(2)
    
    Includes $342.5 million and $132.3 million in Yen and
    Canadian dollar-based borrowings, respectively, translated to
    U.S. dollars using the exchange rates in effect on
    March 31, 2007.(3)
    
    The weighted average interest and maturity for the
    unconsolidated joint venture debt were 4.3% and 5.3 years,
    respectively.(4)
    
    Our share of total debt is the pro rata portion of the total
    debt based on our percentage of equity interest in each of the
    consolidated or unconsolidated joint ventures holding the debt.
    We believe that our share of total debt is a meaningful
    supplemental measure, which enables both management and
    investors to analyze our leverage and to compare our leverage to
    that of other companies. In addition, it allows for a more
    meaningful comparison of our debt to that of other companies
    that do not consolidate their joint ventures. Our share of total
    debt is not intended to reflect our actual liability should
    there be a default under any or all of such loans or a
    liquidation of the joint ventures. The above table reconciles
    our share of total debt to total consolidated debt, a GAAP
    financial measure. 43




---



##### Table of Contents



(5)
    
    Maturity includes $65.0 million balance outstanding on a
    $65.0 million non-recourse credit facility obtained by AMB
    Partners II, L.P.  Market Capital as of March 31, 2007UnitsSecurity

Outstanding


Market Price(1)


Market Value(1)Common general partnership units


99,089,842


$
58.79


$
5,825,492Common limited partnership units(2)


4,666,073



58.79



274,318Total


103,755,915






$
6,099,810     (1)
    
    Assumes that our general partnership units are exchanged for AMB
    Property Corporations common stock on a
    one-for-one
    basis because there is no public market for our units.(2)
    
    Includes 1,258,713 class B common limited partnership units
    issued by AMB Property II, L.P. as of March 31, 2007.  Preferred UnitsDistribution


Liquidation


Redemption/CallableSecurity

Rate


Preference


ProvisionsSeries D preferred units(1)


7.18
%

$
79,767


February 2012Series I preferred units(2)


8.00
%


25,500


March 2006Series J preferred units(2)


7.95
%


40,000


September 2006Series K preferred units(2)


7.95
%


40,000


April 2007Series L preferred units


6.50
%


50,000


June 2008Series M preferred units


6.75
%


57,500


November 2008Series O preferred units


7.00
%


75,000


December 2010Series P preferred units


6.85
%


50,000


August 2011Weighted average/total


7.17
%

$
417,767     (1)
    
    On January 29, 2007, all of the outstanding 7.75%
    Series D Cumulative Redeemable Preferred Units of AMB
    Property II, L.P. were transferred from one institutional
    investor to another institutional investor. In connection with
    that transfer, AMB Property II, L.P. agreed to amend the
    terms of the Series D Preferred Units to, among other
    things, change the rate applicable to the Series D
    Preferred Units from 7.75% to 7.18% and change the date prior to
    which the Series D Preferred Units may not be redeemed from
    May 5, 2004 to February 22, 2012.(2)
    
    On April 17, 2007, we redeemed all 800,000 of our
    outstanding 7.95% Series J Cumulative Redeemable Preferred
    Limited Partnership Units from a single institutional investor
    and all 800,000 of its outstanding 7.95% Series K
    Cumulative Redeemable Preferred Limited Partnership Units from
    another single institutional investor. We redeemed the
    Series J Cumulative Redeemable Preferred Limited
    Partnership Units for $40.0 million, plus accrued and
    unpaid distributions through April 16, 2007. We redeemed
    the Series K Cumulative Redeemable Preferred Limited
    Partnership Units for $40.0 million, plus accrued and
    unpaid distributions through April 16, 2007. On
    April 17, 2007, another of our subsidiaries, AMB
    Property II, L.P., a Delaware limited partnership,
    repurchased all 510,000 of our outstanding 8.00% Series I
    Cumulative Redeemable Preferred Limited Partnership Units from a
    single institutional investor. AMB Property II, L.P.
    repurchased the units for $25.5 million, plus accrued and
    unpaid distributions through April 16, 2007, less
    applicable withholding, on the Series I Cumulative
    Redeemable Preferred Limited Partnership Units. We will
    write-off approximately $3.0 million in deferred issuance
    costs related to the redemption of the Series J and K units
    and the repurchase of the Series I units.  44




---



##### Table of Contents



Capitalization Ratios as of March 31, 2007Total
    debt-to-total
    market capitalization(1)


35.8
%Our share of total
    debt-to-our
    share of total market capitalization(1)


30.5
%Total debt plus
    preferred-to-total
    market capitalization(1)


39.9
%Our share of total debt plus
    preferred-to-our
    share of total market capitalization(1)


35.0
%Our share of total
    debt-to-our
    share of total book capitalization(1)


49.5
%     (1)
    
    Our definition of total market capitalization is
    total debt plus preferred equity liquidation preferences plus
    market equity. Our definition of our share of total market
    capitalization is our share of total debt plus preferred
    equity liquidation preferences plus market equity. Our
    definition of market equity is the total number of
    outstanding shares of our general partners common stock
    and our common limited partnership units multiplied by the
    closing price per share of our general partners common
    stock as of March 31, 2007. Our definition of
    preferred is preferred equity liquidation
    preferences. Our share of total book capitalization is defined
    as our share of total debt plus minority interests to preferred
    unitholders and limited partnership unitholders plus
    partners capital. Our share of total debt is the pro rata
    portion of the total debt based on our percentage of equity
    interest in each of the consolidated or unconsolidated ventures
    holding the debt. We believe that our share of total debt is a
    meaningful supplemental measure, which enables both management
    and investors to analyze our leverage and to compare our
    leverage to that of other companies. In addition, it allows for
    a more meaningful comparison of our debt to that of other
    companies that do not consolidate their joint ventures. Our
    share of total debt is not intended to reflect our actual
    liability should there be a default under any or all of such
    loans or a liquidation of the joint ventures. For a
    reconciliation of our share of total debt to total consolidated
    debt, a GAAP financial measure, please see the table of debt
    maturities and capitalization above.  Liquidity
      For the ThreeMonths Ended March 31,Paying Entity

Security

2007


2006Operating Partnership

Common limited partnership units

$
0.500


$
0.460Operating Partnership

Series J preferred units

$
0.994


$
0.994Operating Partnership

Series K preferred units

$
0.994


$
0.994AMB Property II, L.P.

Class B common limited
    partnership units

$
0.500


$
0.460AMB Property II, L.P.

Series D preferred units

$
0.943


$
0.969AMB Property II, L.P.

Series E preferred units(1)


n/a


$
0.969AMB Property II, L.P.

Series F preferred units(2)


n/a


$
0.994AMB Property II, L.P.

Series H preferred units(3)


n/a


$
0.970AMB Property II, L.P.

Series I preferred units

$
1.000


$
1.000AMB Property II, L.P.

Series N preferred units(4)


n/a


$
0.215     (1)
    
    In June 2006, AMB Property II, L.P. repurchased all of its
    outstanding series E preferred units.(2)
    
    In September 2006, AMB Property II, L.P. repurchased all of
    its outstanding series F preferred units. 45




---



##### Table of Contents



(3)
    
    In March 2006, AMB Property II, L.P. repurchased all of its
    outstanding series H preferred units.(4)
    
    The holder of the series N preferred units exercised its
    put option in January 2006 and sold all of its series N
    preferred units to us and AMB Property II, L.P. repurchased
    all of such units from us.    Capital
    Commitments
  Development Starts.
  Development Pipeline.
  Acquisition Activity.
  Lease Commitments.
  Co-investment Joint Ventures.
 46




---



##### Table of Contents



Captive Insurance Company.
  Potential Contingent and Unknown
    Liabilities.
  
    liabilities for environmental conditions;
    claims of customers, vendors or other persons dealing with our
    general partners predecessors prior to our formation or
    acquisition transactions that had not been asserted prior to our
    formation or acquisition transactions;
    accrued but unpaid liabilities incurred in the ordinary course
    of business;
    tax liabilities; and
    claims for indemnification by the officers and directors of our
    predecessors and others indemnified by these entities.  OFF-BALANCE
    SHEET ARRANGEMENTS
  Standby Letters of Credit.
  Guarantees. ,
  Performance and Surety Bonds.
  Promoted Interests and Other Contractual
    Obligations.
 47




---



##### Table of Contents



SUPPLEMENTAL
    EARNINGS MEASURES
  FFO.
   48




---



##### Table of Contents



For the Three MonthsEnded March 31,2007


2006Net income available to common
    unitholders(1)

$
22,686


$
24,586Income available to common
    unitholders attributable to limited partners


(956
)


(1,202
)Gains from dispositions of real
    estate, net of minority interests


(172
)


(7,013
)Depreciation and amortization:Total depreciation and amortization


41,029



42,754Discontinued operations
    depreciation


(4
)


514Non-real estate depreciation


(1,177
)


(1,000
)Adjustments to derive FFO from
    consolidated joint ventures:Joint venture partners
    minority interests (Net income)


7,193



8,539Limited partnership
    unitholders minority interests (Net income)


494



730Limited partnership
    unitholders minority interests (Development profits)


583



32Discontinued operations
    minority interests (Net income)


(61
)


113FFO attributable to minority
    interests


(16,304
)


(20,435
)Adjustments to derive FFO from
    unconsolidated joint ventures:Our share of net income


(2,113
)


(2,088
)Our share of FFO


5,675



3,209Funds from operations

$
56,873


$
48,739Basic FFO per common
    unit

$
0.59


$
0.54Diluted FFO per common
    unit

$
0.57


$
0.52Weighted average common
    units:Basic


96,943,042



90,821,246Diluted


99,776,750



94,567,680     (1)
    
    Includes gains from undepreciated land sales of
    $0.2 million and $0.7 million for the three months
    ended March 31, 2007 and 2006, respectively.  SS NOI. year-over-year
   49




---



##### Table of Contents



For the Three Months Ended March 31,2007


2006Net income

$
28,228


$
30,369Private capital income


(5,925
)


(5,106
)Depreciation and amortization


41,029



42,754Impairment losses


257



General and administrative


29,854



23,048Other expenses


912



537Fund costs


241



614Total other income and expenses


13,917



32,884Total minority interests
    share of income


9,447



11,976Total discontinued operations


(125
)


(9,725
)Cumulative effect of change in
    accounting principle






(193
)Net Operating Income (NOI)


117,835



127,158Less non same store NOI


(11,603
)


(24,911
)Less non-cash adjustments(1)


(1,141
)


(3,808
)Cash-basis same store NOI

$
105,091


$
98,439     (1)
    
    Non-cash adjustments include straight line rents and
    amortization of lease intangibles for the same store pool only. 50




---



##### Table of Contents



OWNED AND
    MANAGED OPERATING AND LEASING STATISTICS
  Owned and
    Managed Operating and Leasing Statistics(1)
    For the ThreeMonths EndedOperating Portfolio(1)

March 31, 2007Square feet owned(2)(3)


103,175,210Occupancy percentage(3)


95.2
%Average occupancy percentage


94.9
%Weighted average lease terms
    (years)


6.1Trailing four quarter tenant
    retention


73.8
%Same Space Leasing Activity(4):Rent increases on renewals and
    rollovers


2.8
%Same space square footage
    commencing (millions)


5.2Second Generation Leasing
    Activity(5):Tenant improvements and leasing
    commissions per sq. ft.:Renewals

$
0.99Re-tenanted


3.35Weighted average

$
1.80Square footage commencing
    (millions)


6.0     (1)
    
    Schedule includes owned and managed operating properties which
    we define as properties in which we have at least a 10%
    ownership interest, for which we are the property or asset
    manager, and which we intend to hold for the long-term. This
    excludes development and renovation projects and recently
    completed development projects available for sale or
    contribution.(2)
    
    In addition to owned square feet as of March 31, 2007, we
    managed, but did not have an ownership interest in,
    approximately 0.4 million additional square feet of
    properties. As of March 31, 2007, one of our subsidiaries
    also managed approximately 1.1 million additional square
    feet of properties representing the IAT portfolio on behalf of
    the IAT Air Cargo Facilities Income Fund. As of March 31,
    2007, we also had investments in 7.4 million square feet of
    operating properties through our investments in non-managed
    unconsolidated joint ventures.(3)
    
    On a consolidated basis, we had approximately 80.5 million
    rentable square feet with an occupancy rate of 96.1% at
    March 31, 2007.(4)
    
    Consists of second generation leases renewing or re-tenanting
    with current and prior lease terms greater than one year.(5)
    
    Second generation tenant improvements and leasing commissions
    per square foot are the total cost of tenant improvements,
    leasing commissions and other leasing costs incurred during
    leasing of second generation space divided by the total square
    feet leased. Costs incurred prior to leasing available space are
    not included until such space is leased. Second generation space
    excludes newly developed square footage or square footage vacant
    at acquisition. 51




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##### Table of Contents



Owned and
    Managed Same Store Operating Statistics(1)
    For the ThreeMonths EndedSame Store Pool(1)

March 31, 2007Square feet in same store pool(2)


85,907,988% of total square feet


83.3
%Occupancy percentage(3)March 31, 2007


95.9
%March 31, 2006


95.0
%Weighted average lease terms
    (years)


6.1Trailing four quarter tenant
    retention


74.0
%Same Space Leasing Activity(6):Rent increases on renewals and
    rollovers


3.0
%Same space square footage
    commencing (millions)


4.3Growth     %
    increase (decrease) (including straight-line rents and
    amortization of lease intangibles):Revenues(4)


3.9
%Expenses(4)


5.0
%Net operating income(4)


3.5
%Growth     %
    increase (decrease) (excluding straight-line rents and
    amortization of lease intangibles):Revenues(4)


6.0
%Expenses(4)


5.0
%Net operating income(4)(5)


6.3
%     (1)
    
    Same store properties are those properties that we owned during
    both the current and prior year reporting periods, excluding
    development properties stabilized after December 31, 2005
    (generally defined as properties that are 90% leased or
    properties for which we have held a certificate of occupancy or
    where building has been substantially complete for at least
    12 months).(2)
    
    Schedule includes owned and managed operating properties which
    we define as properties in which we have at least a 10%
    ownership interest, for which we are the property or asset
    manager, and which we intend to hold for the long-term. This
    excludes development and renovation projects and recently
    completed development projects available for sale or
    contribution.(3)
    
    On a consolidated basis, we had approximately 77.1 million
    square feet with an occupancy rate of 96.1% at March 31,
    2007.(4)
    
    On a consolidated basis, the percentage change was 4.3%, 6.0%
    and 3.7%, respectively, for revenues, expenses and NOI
    (including straight-line rents and amortization of lease
    intangibles) and 6.6%, 6.0% and 6.8%, respectively, for the
    revenues, expenses, and NOI (excluding straight line rents and
    amortization of lease intangibles).(5)
    
    See Part 1, Item 2: Managements Discussion
    and Analysis of Financial Condition and Results of
    Operations  Supplemental Earnings Measures for
    a discussion of same store net operating income and a
    reconciliation of same store net operating income and net income.(6)
    
    Consists of second generation leases renewing or re-tenanting
    with current and prior lease terms greater than one year. 52




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##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk      2007


2008


2009


2010


2011


Thereafter


TotalFixed rate debt(1)

$
88,319


$
272,376


$
158,773


$
437,588


$
254,398


$
1,223,564


$
2,435,018Average interest rate


7.6
%


7.0
%


4.5
%


6.3
%


6.3
%


5.8
%


6.1
%Variable rate debt(2)

$
38,592


$
69,177


$
67,147


$
476,410


$
18,573


$
166,401


$
836,300Average interest rate


5.1
%


5.7
%


5.6
%


2.1
%


5.6
%


5.2
%


3.5
%Interest Payments

$
8,641


$
23,037


$
10,955


$
37,481


$
17,010


$
80,089


$
177,213     (1)
    
    Represents 74.4% of all outstanding debt.(2)
    
    Represents 25.6% of all outstanding debt.      Financial Instruments.
 53




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##### Table of Contents



Maturity Dates


Notional


FairRelated Derivatives (in thousands)

April 13, 2007


April 30, 2007


December 8, 2008


June 9, 2010


April 30, 2014


November 1, 2014


Amount


ValueInterest Rate Swaps:Plain Interest Rate Swap,
    EuropeNotional Amount (U.S. Dollars)





















$
3,634


$
3,634Receive Floating (%)






















EURIBORPay Fixed Rate (%)






















4.26
%Fair Market Value





















$
39






$
39Plain Interest Rate Swap,
    EuropeNotional Amount (U.S. Dollars)









$
10,270















10,270Receive Floating (%)










EURIBORPay Fixed Rate (%)










3.72
%Fair Market Value









$
67



















67Plain Interest Rate Swap,
    EuropeNotional Amount (U.S. Dollars)

















$
252,013







252,013Receive Floating (%)


















EURIBORPay Fixed Rate  (%)


















4.18
%Fair Market Value

















$
538











538Plain Interest Rate Swap,
    USDNotional Amount (U.S. Dollars)













$
25,000











25,000Receive Floating (%)














US LIBORPay Fixed Rate (%)














5.17
%Fair Market Value













$
236















236Foreign Exchange
    Agreements:Foreign Exchange Contract,
    EuropeNotional Amount (U.S. Dollars)

$
133,593























133,593Forward Strike Rate


1.33Forward Strike Rate March 30,
    2007


1.34Fair Market Value
    (U.S. Dollars)

$
(113
)


























(113
)Foreign Exchange Contract,
    EuropeNotional Amount (U.S. Dollars)





$
233,748



















233,748Forward Strike Rate






1.34Forward Strike Rate March 30,
    2007






1.34Fair Market Value
    (U.S. Dollars)





$
(201
)






















(201
)Total

























$
658,258


$
566   International Operations.
   54




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##### Table of Contents



Item 4.
    Controls
    and Procedures    Rule 13a-15(b)
   55




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##### Table of Contents



PART II  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Form 10-K
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information    Item 6.
    Exhibits  No. 001-14245.
  ExhibitNumber

Description10
.1

Collateral Loan Agreement, dated
    as of February 14, 2007, by and among The Prudential
    Insurance Company Of America and Prudential Mortgage Capital
    Company, LLC, as Lenders, and AMB-SGP California, LLC, AMB-SGP
    CIF-California, LLC, AMB-SGP CIF-I, LLC, AMB-SGP Docks, LLC,
    AMB-SGP Georgia, LLC, AMB-SGP CIF-Illinois, L.P. and AMB-SGP
    TX/IL SUB, LLC as Borrowers (incorporated by reference to
    Exhibit 10.1 of AMB Property, L.P.s Current Report on
    Form 8-K
    filed on February 21, 2007).10
.2

$160,000,000 Amended, Restated and
    Consolidated Promissory Note (Fixed
    A-1), dated
    February 14, 2007, by AMB-SGP California, LLC, AMB-SGP
    CIF-California, LLC, AMB-SGP CIF-I, LLC, AMB-SGP Docks, LLC,
    AMB-SGP Georgia, LLC, AMB-SGP CIF-Illinois, L.P. and AMB-SGP
    TX/IL SUB, LLC, as Borrowers, to Prudential Mortgage Capital
    Company LLC, as Lender (incorporated by reference to
    Exhibit 10.2 of AMB Property, L.P.s Current Report on
    Form 8-K
    filed on February 21, 2007).10
.3

$40,000,000 Amended, Restated and
    Consolidated Promissory Note (Floating
    A-2), dated
    February 14, 2007, by AMB-SGP California, LLC, AMB-SGP
    CIF-California, LLC, AMB-SGP CIF-I, LLC, AMB-SGP Docks, LLC,
    AMB-SGP Georgia, LLC, AMB-SGP CIF-Illinois, L.P. and AMB-SGP
    TX/IL SUB, LLC, as Borrowers, to The Prudential Insurance
    Company of America, as Lender (incorporated by reference to
    Exhibit 10.3 of AMB Property, L.P.s Current Report on
    Form 8-K
    filed on February 21, 2007).10
.4

$84,000,000 Amended, Restated and
    Consolidated Promissory Note (Fixed B-1), dated
    February 14, 2007, by AMB-SGP California, LLC, AMB-SGP
    CIF-California, LLC, AMB-SGP CIF-I, LLC, AMB-SGP Docks, LLC,
    AMB-SGP Georgia, LLC, AMB-SGP CIF-Illinois, L.P. and AMB-SGP
    TX/IL SUB, LLC, as Borrowers, to The Prudential Insurance
    Company of America, as Lender (incorporated by reference to
    Exhibit 10.4 of AMB Property, L.P.s Current Report on
    Form 8-K
    filed on February 21, 2007). 56




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##### Table of Contents



ExhibitNumber

Description10
.5

$21,000,000 Amended, Restated and
    Consolidated Promissory Note (Floating B-2), dated
    February 14, 2007, by AMB-SGP California, LLC, AMB-SGP
    CIF-California, LLC, AMB-SGP CIF-I, LLC, AMB-SGP Docks, LLC,
    AMB-SGP Georgia, LLC, AMB-SGP CIF-Illinois, L.P. and AMB-SGP
    TX/IL SUB, LLC, as Borrowers, to The Prudential Insurance
    Company of America, as Lender (incorporated by reference to
    Exhibit 10.5 of AMB Property, L.P.s Current Report on
    Form 8-K
    filed on February 21, 2007).10
.6

Fourteenth Amended and Restated
    Agreement of Limited Partnership of AMB Property II, L.P.,
    dated February 22, 2007 (incorporated by reference to
    Exhibit 10.1 of AMB Property, L.P.s Current Report on
    Form 8-K
    filed on February 22, 2007).10
.7

Deed of Accession and Amendment,
    dated March 21, 2007, by and between ING Real Estate
    Finance NV, AMB European Investments LLC, AMB Property, L.P.,
    SCI AMB Givaudan Distribution Center, AMB Hordijk Distribution
    Center B.V., ING Bank NV, the Original Lenders and the Entities
    of AMB (both as defined in the Deed of Accession and Amendment)
    (incorporated by reference to Exhibit 10.1 of AMB Property,
    L.P.s Current Report on
    Form 8-K
    filed on March 27, 2007).31
.1

Rule 13a-14(a)/15d-14(a) Certifications
    dated May 9, 2007.32
.1

18 U.S.C. § 1350
    Certifications dated May 9, 2007. The certifications in
    this exhibit are being furnished solely to accompany this report
    pursuant to 18 U.S.C. § 1350, and are not being
    filed for purposes of Section 18 of the Securities Exchange
    Act of 1934, as amended, and are not to be incorporated by
    reference into any of our filings, whether made before or after
    the date hereof, regardless of any general incorporation
    language in such filing.  57




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##### Table of Contents



SIGNATURES
    AMB Property Corporation,
  its general partner
  By:
    /s/  Hamid
    R. Moghadam   Chairman of the Board, President and
 Chief Executive Officer
 (Duly Authorized Officer and
 Principal Executive Officer)
  By:
    /s/  Thomas
    S. Olinger   Chief Financial Officer
 (Duly Authorized Officer and
 Principal Financial Officer)
  By:
    /s/  Nina
    A. Tran   Senior Vice President and
 Chief Accounting Officer
 (Duly Authorized Officer and
 Principal Accounting Officer)
   58