##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
      Form 10-Q
      (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934      AMB Property, L.P.
 (Exact Name of Registrant as
    Specified in Its Charter)
   Delaware

94-3285362(State or Other Jurisdiction
    of
    Incorporation or Organization)

(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
  Regulation S-T o o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   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,
    2009 and December 31, 2008


1Consolidated Statements of Operations for the
    Three Months Ended March 31, 2009 and 2008


2Consolidated Statement of Partners Capital
    and Noncontrolling Interests for the Three Months Ended
    March 31, 2009


3Consolidated Statements of Cash Flows for the
    Three Months Ended March 31, 2009 and 2008


4Notes to Consolidated Financial Statements


5Item 2.


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


36Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


75Item 4.


Controls and Procedures


77PART II. OTHER INFORMATIONItem 1.


Legal Proceedings


78Item 1A.


Risk Factors


78Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


78Item 3.


Defaults Upon Senior Securities


78Item 4.


Submission of Matters to a Vote of Security
    Holders


78Item 5.


Other Information


78Item 6.


Exhibits


78EX-31.1EX-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, 2009 and December 31, 2008
  March 31,


December 31,2009


2008(Unaudited, Dollars in thousands)ASSETSInvestments in real estate:Land

$
1,105,737


$
1,108,193Land held for development


630,287



677,028Buildings and improvements


3,561,628



3,525,871Construction in progress


652,257



1,292,764Total investments in properties


5,949,909



6,603,856Accumulated depreciation and amortization


(986,541
)


(970,737
)Net investments in properties


4,963,368



5,633,119Investments in unconsolidated joint ventures


432,503



431,322Properties held for sale or contribution, net


881,431



609,023Net investments in real estate


6,277,302



6,673,464Cash and cash equivalents


263,003



223,936Restricted cash


19,295



27,295Accounts receivable, net of allowance for doubtful accounts of
    $11,171 and $10,682, respectively


145,266



160,528Deferred financing costs, net


21,163



25,277Other assets


186,906



191,148Total assets

$
6,912,935


$
7,301,648LIABILITIES, PARTNERS CAPITAL AND NONCONTROLLING
    INTERESTSDebt:Secured debt

$
1,405,188


$
1,522,571Unsecured senior debt


1,054,250



1,153,926Unsecured credit facilities


380,663



920,850Other debt


392,613



392,838Total debt


3,232,714



3,990,185Security deposits


48,941



59,093Distributions payable


45,301



3,395Accounts payable and other liabilities


280,666



282,771Total liabilities


3,607,622



4,335,444Commitments and contingencies (Note 12)Partners capital and noncontrolling interests:Partners capital:General partner, 145,989,790 and 98,240,461 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


2,885,060



2,515,107Limited partners, 2,176,809 and 2,180,809 units
    outstanding, respectively


39,702



50,831Total partners capital


2,924,762



2,565,938Noncontrolling interests:Joint venture partners


280,033



293,367Preferred unitholders


100,518



106,899Total noncontrolling interests


380,551



400,266Total partners capital and noncontrolling interests


3,305,313



2,966,204Total liabilities, partners capital and noncontrolling
    interests

$
6,912,935


$
7,301,648    1




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##### Table of Contents



AMB
    PROPERTY, L.P.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 For the
    Three Months Ended March 31, 2009 and 2008
  2009


2008(Unaudited, Dollars inthousands, except perunit amounts)REVENUESRental revenues

$
153,834


$
161,935Private capital revenues


11,695



9,923Total revenues


165,529



171,858COSTS AND EXPENSESProperty operating expenses


(29,310
)


(24,137
)Real estate taxes


(20,258
)


(20,857
)Depreciation and amortization


(42,101
)


(40,969
)General and administrative


(31,249
)


(35,126
)Fund costs


(261
)


(222
)Real estate impairment losses


(165,979
)


Other expenses


662



92Total costs and expenses


(288,496
)


(121,219
)OTHER INCOME AND EXPENSESDevelopment profits, net of taxes


33,286



17,820Gains from sale or contribution of real estate interests, net






19,967Equity in earnings of unconsolidated joint ventures, net


(34
)


2,928Other (expenses) income


(7,065
)


4,415Interest expense, including amortization


(32,521
)


(29,957
)Total other income and expenses, net


(6,334
)


15,173(Loss) income from continuing operations


(129,301
)


65,812Discontinued operations:(Loss) income attributable to discontinued operations


(12,669
)


2,205Gains from sale of real estate interests, net of taxes


18,946



1,718Total discontinued operations


6,277



3,923Net (loss) income


(123,024
)


69,735Noncontrolling interests share of net loss (income):Joint venture partners share of net loss (income)


1,846



(19,263
)Joint venture partners share of development profits






(4,213
)Preferred unitholders


(1,432
)


(1,432
)Class B limited partnership unitholders


1,542



(640
)Total noncontrolling interests share of net loss (income)


1,956



(25,548
)Net (loss) income after noncontrolling interests


(121,068
)


44,187Series L, M, O and P preferred unit distributions


(3,952
)


(3,952
)Net (loss) income available to common unitholders

$
(125,020
)

$
40,235(Loss) income available to common unitholders attributable
    to:General partner

$
(122,350
)

$
38,980Limited partners


(2,670
)


1,255Net (loss) income available to common unitholders

$
(125,020
)

$
40,235Basic (loss) income per common unit(Loss) income from continuing operations (after noncontrolling
    interests share of loss (income) from continuing
    operations and preferred unit distributions)

$
(1.30
)

$
0.36Discontinued operations


0.06



0.03Net (loss) income available to common unitholders

$
(1.24
)

$
0.39Diluted (loss) income per common unit(Loss) income from continuing operations (after noncontrolling
    interests share of loss (income) from continuing
    operations and preferred unit distributions)

$
(1.30
)

$
0.35Discontinued operations


0.06



0.03Net (loss) income available to common unitholders

$
(1.24
)

$
0.38WEIGHTED AVERAGE COMMON UNITS OUTSTANDINGBasic


101,093,862



101,728,152Diluted


101,093,862



103,645,553    2




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##### Table of Contents



AMB
    PROPERTY, L.P.CONSOLIDATED STATEMENT OF PARTNERS CAPITAL
    AND
    NONCONTROLLING INTERESTS
    For the Three Months Ended March 31, 2009
    (Unaudited, Dollars in thousands)
  General Partner


Limited PartnersPreferred Units


Common Units


Common Units


NoncontrollingUnits


Amount


Units


Amount


Units


Amount


Interests


TotalBalance as of December 31, 2008


9,300,000


$
223,412



98,240,461


$
2,291,695



2,180,809


$
50,831


$
400,266


$
2,966,204Comprehensive income:Net (loss) income






3,952







(122,350
)






(2,670
)


(1,956
)Unrealized (loss) on securities and derivatives














(3,301
)










Currency translation adjustment














(34,007
)










Total comprehensive (loss)






























(160,332
)Contributions


























2,606



2,606Distributions and allocations






















(609
)


(6,970
)


(7,579
)Issuance of common units










47,437,500



552,572















552,572Stock-based compensation amortization and issuance of common
    limited partnership units in connection with the issuance of
    restricted stock and options










360,533



7,304















7,304Cash redemption of operating partnership units


















(4,000
)


(71
)






(71
)Repurchase of noncontrolling interest














(859
)










(8,909
)


(9,768
)Forfeiture of common limited partnership units in connection
    with the forfeiture of restricted stock










(48,704
)


(787
)














(787
)Reallocation of interests














12,265







(7,779
)


(4,486
)


Distributions






(3,952
)






(40,884
)














(44,836
)Balance as of March 31, 2009


9,300,000


$
223,412



145,989,790


$
2,661,648



2,176,809


$
39,702


$
380,551


$
3,305,313    3




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##### Table of Contents



AMB
    PROPERTY, L.P.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 For the
    Three Months Ended March 31, 2009 and 2008
  2009


2008(Unaudited, Dollars in thousands)CASH FLOWS FROM OPERATING ACTIVITIESNet (loss) income

$
(123,024
)

$
69,735Adjustments to net (loss) income:Straight-line rents and amortization of lease intangibles


(3,392
)


(3,332
)Depreciation and amortization


42,101



40,969Real estate impairment losses


165,979



Foreign exchange losses (gains)


2,291



(146
)Stock-based compensation amortization


7,304



6,529Equity in losses (earnings) of unconsolidated joint ventures


34



(2,928
)Operating distributions received from unconsolidated joint
    ventures


2,952



7,121Gains from sale or contribution of real estate interests, net






(19,967
)Development profits, net of taxes


(33,286
)


(17,820
)Debt premiums, discounts and finance cost amortization, net


3,092



1,895Discontinued operations:Depreciation and amortization


1,358



704Real estate impairment losses


15,874



Gains from sale of real estate interests, net of taxes


(18,946
)


(1,718
)Changes in assets and liabilities:Accounts receivable and other assets


4,577



(1,056
)Accounts payable and other liabilities


(5,089
)


(17,542
)Net cash provided by operating activities


61,825



62,444CASH FLOWS FROM INVESTING ACTIVITIESChange in restricted cash


(3,311
)


(34,572
)Cash paid for property acquisitions






(99,882
)Additions to land, buildings, development costs, building
    improvements and lease costs


(142,819
)


(229,620
)Net proceeds from divestiture of real estate and securities


173,426



206,784Additions to interests in unconsolidated joint ventures


(5,060
)


(21,007
)Purchase of noncontrolling interest


(8,968
)


Capital distributions received from unconsolidated joint ventures


1,977



2,761Loans made to affiliates






(75,789
)Net cash provided by (used in) investing activities


15,245



(251,325
)CASH FLOWS FROM FINANCING ACTIVITIESIssuance of common units, net


552,501



484Repurchase and retirement of common units






(87,696
)Borrowings on secured debt


14,010



653Payments on secured debt


(8,070
)


(44,664
)Borrowings on other debt






425,000Payments on other debt


(212
)


(197
)Borrowings on unsecured credit facilities


200,210



582,184Payments on unsecured credit facilities


(698,242
)


(568,857
)Payment of financing fees


(2,365
)


(2,151
)Payments on senior debt


(100,000
)


Contributions from joint venture partners


2,606



1,065Distributions paid to partners


(3,085
)


(53,389
)Distributions to noncontrolling interests, including preferred
    units


(2,985
)


(32,914
)Net cash (used in) provided by financing activities


(45,632
)


219,518Net effect of exchange rate changes on cash


7,629



5,759Net increase (decrease) in cash and cash equivalents


39,067



36,396Cash and cash equivalents at beginning of period


223,936



220,224Cash and cash equivalents at end of period

$
263,003


$
256,620SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid for interest, net of capitalized interest

$
24,798


$
27,905Non-cash transactions:Acquisition of properties

$



$
101,420Assumption of secured debt






Assumption of other assets and liabilities






(572
)Acquisition capital






(966
)Net cash paid for property acquisitions

$



$
99,882Contribution of properties to unconsolidated joint ventures, net

$
8,879


$
4,406    4




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  1.
    Organization
    and Formation of the Company    ® ® and/or and/or
       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
    approximately 133.1 million square feet (principally,
    warehouse distribution buildings) that were 92.2% leased; the
    Operating Partnership had investments in 43 development
    projects, which are expected to total approximately
    11.8 million square feet upon completion; and the Operating
    Partnership owned 20 development projects, totaling
    approximately 6.6 million square feet, which are available
    for sale or contribution;
    through non-managed unconsolidated joint ventures, the Operating
    Partnership had investments in 46 industrial operating
    properties, totaling approximately 7.4 million square
    feet; and
    the Operating Partnership held approximately 0.1 million
    square feet through a ground lease, which is the location of the
    Operating Partnerships global headquarters.  2.
    Interim
    Financial Statements    Form 10-K
  Use of Estimates.
  Reclassifications.
  Investments in Real Estate.
 6




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Real Estate Impairment Losses. property-by-property lease-up
  Derivatives and Hedging Activities. Accounting for Derivative Instruments and
    Hedging Activities
  Comprehensive (Loss) Income.
  International Operations.
   7




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill and Intangible Assets. Goodwill and Other Intangible Assets
  New Accounting Pronouncements. Fair Value
    Measurements,
    Level 1.
  Level 2.
  Level 3.
  Fair
    Value Measurements on a Recurring or Nonrecurring Basis as of
    December 31, 2008
    (Dollars in thousands)
  Level 1


Level 2


Level 3Assets/Liabilities


Assets/Liabilities


Assets/Liabilitiesat Fair Value


at Fair Value


at Fair Value


TotalAssets:Investments in real estate

$



$



$
690,667


$
690,667Deferred compensation plan


16,937











16,937Derivative assets






1,566







1,566Investment securities


7,812











7,812Liabilities:Derivative liabilities

$



$
8,803


$



$
8,803Deferred compensation plan


16,937











16,937  8




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair
    Value Measurements on a Recurring or Nonrecurring Basis as of
    March 31, 2009
    (Dollars in thousands)
  Level 1


Level 2


Level 3Assets/Liabilities


Assets/Liabilities


Assets/Liabilitiesat Fair Value


at Fair Value


at Fair Value


TotalAssets:Investments in real estate(1)

$



$



$
1,553,201


$
1,553,201Deferred compensation plan


15,461











15,461Derivative assets






196







196Investment securities(2)


584











584Liabilities:Derivative liabilities

$



$
8,888


$



$
8,888Deferred compensation plan


15,461











15,461     (1)
    
    The fair value at March 31, 2009 reflects a cumulative loss
    on impairment of real estate assets of $372.4 million on a
    consolidated basis, of which $181.9 was recognized in the
    consolidated statements of operations during the three months
    ended March 31, 2009, measured on a nonrecurring basis.(2)
    
    The fair value at March 31, 2009 reflects an
    other-than-temporary loss on impairment of an investment of
    $3.7 million recognized in the consolidated statements of
    operations during the three months ended March 31, 2009.    Business Combinations
  Noncontrolling Interests in
    Consolidated Financial Statements  An Amendment of
    ARB No. 51,
  Disclosures about Derivative
    Instruments and Hedging Activities  An Amendment of
    FASB Statement No. 133,
 9




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    3.
    Impairment
    Charges  , Accounting for the Impairment or
    Disposal of Long-lived Assets
          4.
    Development
    Activity   10




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    5.
    Development
    Profits, Gains from Sale or Contribution of Real Estate
    Interests and Discontinued Operations  Development Sales and Contributions. five-acre
    Gains from Sale or Contribution of Real Estate Interests,
    Net.
  Properties Held for Sale or Contribution,
    Net.
  15-20%.
 11




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for the Impairment or
    Disposal of Long-Lived Assets
  Discontinued Operations. Accounting for the Impairment or
    Disposal of Long-Lived Assets
    For the Three MonthsEnded March 31,2009


2008Rental revenues

$
5,962


$
5,319Straight-line rents and amortization of lease intangibles


233



(114
)Property operating expenses


(813
)


(607
)Real estate taxes


(916
)


(738
)Depreciation and amortization


(1,358
)


(704
)Real estate impairment losses


(15,874
)


General and administrative


(13
)


(27
)Other income and expenses, net


15



57Interest, including amortization


95



(981
)(Loss) income attributable to discontinued operations before
    noncontrolling interests


(12,669
)


2,205Gains from sale of real estate interests, net of taxes, before
    noncontrolling interests


18,946



1,718Discontinued operations


6,277



3,923Noncontrolling interests:Joint venture partners share of income attributable to
    discontinued operations


(143
)


(523
)Joint venture partners share of gains from sale of real
    estate interests, net of taxes






(69
)Income from discontinued operations, net of controlling interests

$
6,134


$
3,331  12




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##### Table of Contents



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


December 31,2009


2008Cash and cash equivalents

$
19,059


$
Accounts receivable, deferred financing costs and other assets

$
5,265


$
83Secured debt

$
16,566


$
1,923Accounts payable and other liabilities

$
3,738


$
(489
)   6.
    Debt    March 31,


December 31,2008


2007Wholly-owned secured debt, varying interest rates from 0.8% to
    9.0%, due July 2009 to November 2015 (weighted average interest
    rates of 3.8% and 3.7% at March 31, 2009 and
    December 31, 2008, respectively)

$
596,932


$
715,640Consolidated joint venture secured debt, varying interest rates
    from 1.3% to 9.4%, due June 2009 to November 2022 (weighted
    average interest rates of 5.2% and 4.8% at March 31, 2009
    and December 31, 2008, respectively)


809,673



808,119Unsecured senior debt securities, varying interest rates from
    5.1% to 8.0%, due November 2010 to June 2018 (weighted average
    interest rates of 6.3% and 6.0% at March 31, 2009 and
    December 31, 2008, respectively)


1,062,491



1,162,491Other debt, varying interest rates from 3.4% to 7.5%, due
    November 2009 to November 2015 (weighted average interest rates
    of 3.9% and 3.9% at March 31, 2009 and December 31,
    2008, respectively)


392,613



392,838Unsecured credit facilities, variable interest rate, due June
    2010 and July 2011 (weighted average interest rates of 1.1% and
    2.2% at March 31, 2009 and December 31, 2008,
    respectively)


380,663



920,850Total debt before unamortized net discounts


3,242,372



3,999,938Unamortized net discounts


(9,658
)


(9,753
)Total consolidated debt

$
3,232,714


$
3,990,185   Wholly-owned
    and Consolidated Joint Venture Secured Debt
     13




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Unsecured
    Senior Debt
    Other
    Debt
      Unsecured
    Credit Facilities
   14




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       15




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           16




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Wholly-Owned


Consolidated Joint VentureUnsecured











TotalSenior


Credit


Other


Secured


Secured


Other


ConsolidatedDebt


Facilities(1)


Debt


Debt


Debt


Debt


Debt2009

$



$



$
12,366


$
129,508


$
96,379


$



$
238,2532010


250,000



265,862



325,941



414,582



120,161







1,376,5462011


75,000



114,801



1,014



15,022



82,499







288,3362012










1,093



2,670



388,383



50,000



442,1462013


500,000







919



18,474



42,303







561,6962014










616



405



6,481







7,5022015


112,491







664



16,271



17,611







147,0372016


















16,231







16,2312017


















1,272







1,2722018


125,000















1,455







126,455Thereafter


















36,898







36,898Subtotal

$
1,062,491


$
380,663


$
342,613


$
596,932


$
809,673


$
50,000


$
3,242,372Unamortized net discount


(8,241
)










(1,315
)


(102
)






(9,658
)Total

$
1,054,250


$
380,663


$
342,613


$
595,617


$
809,571


$
50,000


$
3,232,714     (1)
    
    Represents three credit facilities with total capacity of
    approximately $1.6 billion. Includes $265.9 million,
    $87.3 million and $27.5 million in Yen, Canadian
    dollar and Singapore dollar-based borrowings outstanding at
    March 31, 2009, respectively, translated to U.S. dollars
    using the foreign exchange rates in effect on March 31,
    2009.  7.
    Noncontrolling
    Interests  Consolidation of
    Variable Interest Entities  An Interpretation of ARB
    No. 51 No. 04-5 (EITF 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, SOP 78-9, Accounting for Investments in Real Estate Ventures. EITF 04-5, EITF 04-5, and/or
 17




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  EITF 04-5
    Operating


Total InvestmentPartnerships


in Real Estate


Property Debt


Other DebtCo-investment

Ownership


March 31,


December 31,


March 31,


December 31,


March 31,


December 31,Consolidated Joint Ventures

Venture Partner

Percentage


2009


2008


2009


2008


2009


2008Co-investment VenturesAMB-SGP, L.P.

Industrial JV Pte. Ltd.(2)


50
%

$
463,167


$
461,981


$
340,581


$
341,855


$



$
AMB Institutional Alliance Fund II, L.P.

AMB Institutional Alliance REIT II, Inc. (3)


20
%


540,973



538,906



231,396



232,856



50,000



50,000AMB-AMS,
    L.P.(1)

PMT, SPW and TNO(4)


39
%


157,039



157,034



82,906



83,337







Other Industrial Operating Joint Ventures




92
%


212,156



212,472



21,416



21,544







Other Industrial Development Joint Ventures




65
%


255,851



299,687



133,272



128,501







Total Consolidated Joint Ventures







$
1,629,186


$
1,670,080


$
809,571


$
808,093


$
50,000


$
50,000     (1)
    
    AMB-AMS,
    L.P. is a co-investment partnership with three Dutch pension
    funds.(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, 2009.(4)
    
    PMT is Stichting Pensioenfonds Metaal en Techniek, SPW is
    Stichting Pensioenfonds voor de Woningcorporaties and TNO is
    Stichting Pensioenfonds TNO.    Balance as of December 31, 2007

$
627,377Net income


25,548Contributions


1,065Distributions, allocations and reallocation of partnership
    interest


(21,502
)Sale of noncontrolling interests


(10,655
)Balance as of March 31, 2008

$
621,833  18




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##### Table of Contents



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


December 31,


Redemption/Callable2009


2008


DateJoint venture partners

$
280,033


$
293,367


N/AHeld through AMB Property II, L.P.:Class B limited partners


22,957



29,338


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


77,561



77,561


February 2012Total noncontrolling interests

$
380,551


$
400,266     For the Three MonthsEnded March 31,2009


2008Joint venture partners share of net (loss) income

$
(1,846
)

$
19,263Joint venture partners share of development profits






4,213Held through AMB Property II, L.P.:Class B common limited partnership units share of
    development profits


406



Class B common limited partnership units


(1,948
)


640Series D preferred units (liquidation preference of $79,767)


1,432



1,432Total noncontrolling interests share of net (loss) income

$
(1,956
)

$
25,548    19




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Investments
    in Unconsolidated Joint Ventures    March 31, 2009OperatingPartnershipsOwnership


Square


March 31,


December 31,Unconsolidated Joint Ventures

Percentage


Feet


2009


2008Co-investment VenturesAMB Institutional Alliance Fund III, L.P.(1)


19
%


36,995,682


$
184,040


$
185,430AMB Europe Fund I, FCP-FIS(2)


21
%


9,236,263



60,750



65,563AMB Japan Fund I, L.P.(3)


20
%


7,263,090



78,526



65,705AMB-SGP Mexico, LLC(4)


22
%


6,331,990



19,426



19,519AMB DFS Fund I, LLC(5)


15
%


1,248,126



18,966



20,663Other Industrial Operating Joint Ventures(6)


51
%


7,418,749



50,596



49,791Total Unconsolidated Joint Ventures






68,493,900


$
412,304


$
406,671     (1)
    
    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 real estate investment
    trust, and a third-party limited partner.(2)
    
    AMB Europe Fund I, FCP-FIS, is an open-ended co-investment
    venture formed in 2007 with institutional investors. The fund is
    Euro-denominated. U.S. dollar amounts are converted at
    period-end exchange rates for balance sheet amounts and at the
    average exchange rates in effect for income statement amounts
    during the three months ended March 31, 2009 and 2008.(3)
    
    AMB Japan Fund I, L.P. is a co-investment partnership
    formed in 2005 with institutional investors. The fund is
    Yen-denominated. U.S. dollar amounts are converted at period-end
    exchange rates for balance sheet amounts and at the average
    exchange rates in effect for income statement amounts during the
    three months ended March 31, 2009 and 2008.(4)
    
    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.(5)
    
    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.(6)
    
    Other Industrial Operating Joint Ventures includes joint
    ventures between the Operating Partnership and third parties
    which generally have been formed to take advantage of a
    particular market opportunity that can be accessed as a result
    of the joint venture partners experience in the market.
    The Operating Partnership typically owns
    40-90% of
    these joint ventures.   20




---



##### Table of Contents



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


For the Three MonthsEnded March 31, 2009


Ended March 31, 2008Income











Income(Loss)











(Loss)Property


from


Net





Property


from


NetOperating


Continuing


Income





Operating


Continuing


IncomeUnconsolidated Joint Ventures:

Revenues


Expenses


Operations


(Loss)


Revenues


Expenses


Operations


(Loss)Co-investment VenturesAMB Institutional Alliance Fund III, L.P.(1)

$
72,135


$
(20,641
)

$
(8,140
)

$
(8,141
)

$
44,082


$
(11,653
)

$
3,653


$
3,653AMB Europe Fund I, FCP-FIS(2)


22,933



(4,747
)


(10,237
)


(10,237
)


21,862



(4,006
)


(922
)


(922
)AMB Japan Fund I, L.P.(3)


25,743



(5,374
)


3,760
(6)


3,760
(6)


17,706



(3,383
)


2,121



2,121AMB-SGP Mexico, LLC(4)


9,461



(1,291
)


696
(7)


696
(7)


7,209



(1,325
)


1,639
(7)


1,639
(7)AMB DFS Fund I, LLC(5)


50



149



3,303



3,303



34,324



(27,502
)


6,822



6,822Total Co-investment Ventures


130,322



(31,904
)


(10,618
)


(10,619
)


125,183



(47,869
)


13,313



13,313Other Industrial Operating Joint Ventures


9,118



(2,113
)


2,660



2,660



9,533



(2,006
)


3,440



3,440Total Unconsolidated Joint Ventures

$
139,440


$
(34,017
)

$
(7,958
)

$
(7,959
)

$
134,716


$
(49,875
)

$
16,753


$
16,753     (1)
    
    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 real estate investment
    trust, and a third-party limited partner. On July 1, 2008,
    the partners of AMB Partners II, L.P., (previously, a
    consolidated co-investment venture) contributed their interests
    in AMB Partners II, L.P. to AMB Institutional Alliance
    Fund III, L.P. in exchange for interests in AMB
    Institutional Alliance Fund III, L.P., an unconsolidated
    co-investment venture. The summarized income statement
    information for the three months ended March 31, 2009 for
    AMB Institutional Alliance Fund III, L.P. includes the
    summarized income statement information for AMB Partners II, L.P.(2)
    
    AMB Europe Fund I, FCP-FIS, is an open-ended co-investment
    venture formed in 2007 with institutional investors. The fund is
    Euro-denominated. U.S. dollar amounts are converted at
    period-end exchange rates for balance sheet amounts and at the
    average exchange rates in effect for income statement amounts
    during the three months ended March 31, 2009 and 2008.(3)
    
    AMB Japan Fund I, L.P. is a co-investment partnership
    formed in 2005 with institutional investors. The fund is
    Yen-denominated. U.S. dollar amounts are converted at period-end
    exchange rates for balance sheet amounts and at the average
    exchange rates in effect for income statement amounts during the
    three months ended March 31, 2009 and 2008.(4)
    
    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.(5)
    
    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.(6)
    
    Excludes $5.6 million of priority distributions from AMB
    Japan Fund I, L.P. to the Company during the three months
    ended March 31, 2009.(7)
    
    Excludes $3.8 million and $3.0 million of interest
    expense on loans from co-investment venture partners for the
    three months ended March 31, 2009 and 2008, respectively.   21




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               22




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      9.
    Partners
    Capital    1 2 3 4
 23




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance as of December 31, 2007

$
2,833,986Net income


44,187Unrealized loss on securities


(35
)Unrealized loss on derivatives


(3,148
)Foreign currency translation adjustments


29,354Total comprehensive income


70,358Stock-based compensation amortization and issuance of
    partnership units in connection with the issuance of restricted
    stock, net


6,529Issuance of partnership units in connection with the exercise of
    stock options


484Conversion of partnership units


515Repurchases of common units


(87,696
)Forfeiture of partnership units in connection with the
    forfeiture of restricted stock


(1,362
)Reallocation of partnership interest


(6,706
)Offering costs


(10
)Distributions


(56,829
)Balance at March 31, 2008

$
2,759,269     For the Three MonthsEnded March 31,Paying Entity

Security

2009


2008Operating Partnership

Common limited partnership units

$
0.280


$
0.520AMB Property II, L.P.

Class B common limited partnership units

$
0.280


$
0.520AMB Property II, L.P.

Series D preferred units

$
0.898


$
0.898        24




---



##### Table of Contents



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


Expected Volatility


Risk-free Interest Rate


Weighted Average


Weighted AverageFor the Three



Weighted




Weighted




Weighted


Expected Life


Grant DateMonths Ended

Range

Average


Range

Average


Range

Average


(Years)


Fair ValueMarch 31, 2009

6.1% - 7.0%


7.0
%

40.1% - 42.2%


42.1
%

1.4% - 2.4%


2.0
%


6.1


$
3.19     10.
    (Loss)
    Income Per Unit  No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based
    Payment Transactions are Participating Securities Earnings per Share No. EITF 03-6-1
   25




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Three MonthsEnded March 31,2009


2008Numerator(Loss) income from continuing operations attributable to common
    unitholders

$
(127,202
)

$
40,856Preferred unit distributions


(3,952
)


(3,952
)(Loss) income from continuing operations (after noncontrolling
    interests share of loss (income) from continuing
    operations and preferred unit distributions)


(131,154
)


36,904Total discontinued operations attributable to common unitholders


6,134



3,331Net (loss) income available to common unitholders

$
(125,020
)

$
40,235DenominatorBasic


101,093,862



101,728,152Stock options dilution(1)






1,917,401Diluted weighted average common units


101,093,862



103,645,553Basic (loss) income per common unit(Loss) income from continuing operations (after noncontrolling
    interests share of loss (income) from continuing
    operations and preferred unit distributions)

$
(1.30
)

$
0.36Discontinued operations


0.06



0.03Net (loss) income available to common unitholders(2)

$
(1.24
)

$
0.39Diluted (loss) income per common unit(Loss) income from continuing operations (after noncontrolling
    interests share of loss (income) from continuing
    operations and preferred unit distributions)

$
(1.30
)

$
0.35Discontinued operations


0.06



0.03Net (loss) income available to common unitholders(2)

$
(1.24
)

$
0.38     (1)
    
    Excludes anti-dilutive stock options of 7,383,791 and 1,524,258,
    for the three months ended March 31, 2009 and 2008,
    respectively. These weighted average shares relate to
    anti-dilutive stock options, which are calculated using the
    two-class method, and could be dilutive in the future.(2)
    
    In accordance with FSP No. EITF
    03-6-1 and
    SFAS No. 128, the net (loss) income available to
    common unitholders is adjusted for earnings distributed through
    declared distributions and allocated to all participating
    securities (weighted average common units outstanding and
    unvested restricted stock outstanding) under the two-class
    method. Under this method, the numerator for the calculation of
    both basic and diluted loss per unit available to common
    unitholders for the three months ended March 31, 2009 was
    $(125,278). For the three months ended March 31, 2008, the
    numerator for calculation of both basic and diluted income per
    unit available to common unitholders was $39,769. 26




---



##### 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 are
    typically comprised of multiple distribution warehouse
    facilities suitable for single or multiple customers who are
    engaged in various types of businesses. The geographic markets
    where the Operating Partnership owns industrial properties are
    managed separately because it believes each market has its own
    economic characteristics and requires its own operating, pricing
    and leasing strategies. Each market is considered to be an
    individual operating segment. 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
    co-investment venture fund in which the Operating Partnership
    has an ownership interest and for which the Operating
    Partnership acts as manager, or that are 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 co-investment 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 sale
    or contribution of real estate interests or development profits,
    as appropriate.
    Private Capital.  The Operating Partnership,
    through its private capital group, AMB Capital Partners, LLC
    (AMB Capital Partners), provides real estate
    investment, portfolio management and reporting services to
    co-investment ventures and clients. The private capital income
    earned consists of acquisition and development fees, asset
    management fees and priority distributions, and promote
    interests and incentive distributions from the Operating
    Partnerships co-investment ventures and AMB Capital
    Partners clients. With respect to the Operating
    Partnerships U.S. and Mexico funds and co-investment
    ventures, the Operating Partnership typically earns a
    90.0 basis points acquisition fee on the acquisition cost
    of third party acquisitions, asset management priority
    distributions of 7.5% of net operating income on stabilized
    properties, 70.0 basis points of total projected costs as
    asset management fees on renovation or development properties,
    and incentive distributions of 15% of the return over a 9%
    internal rate of return and 20% of the return over a 12%
    internal rate of return to investors on a periodic basis or at
    the end of a funds life. In Japan, the Operating
    Partnership earns a 90.0 basis points acquisition fee on
    the acquisition cost of third-party acquisitions, asset
    management priority distributions of 1.5% of 65% of the
    committed equity during the investment period and then 1.5% of
    unreturned equity, and incentive distributions of 20% of the
    return over a 10% internal rate of return and 25% of the return
    over a 13% internal rate of return to investors at the end of a
    funds life. In Europe, the Operating Partnership earns a
    90.0 basis points acquisition fee on the acquisition cost
    of third-party acquisitions, asset management fees of
    75.0 basis points on the gross asset value of the fund, and
    incentive distributions of 20% of the return over a 9% internal
    rate of return and 25% of the return over a 12% internal rate of
    return to investors on a periodic basis. The accounting policies
    of the segment are the same as those described in the summary of
    significant accounting policies under Note 2, Notes to the
    Consolidated Financial Statements in the Operating
    Partnerships Annual Report on
    Form 10-K
    for the year ended December 31, 2008. The Operating
    Partnership evaluates performance based upon private capital
    income. 27




---



##### 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)

2009


2008


2009


2008


2009


2008U.S. MarketsSouthern California

$
24,769


$
27,472


$
19,731


$
21,784


$
838


$
600No. New Jersey / New York


16,006



18,884



10,224



13,398







San Francisco Bay Area


22,766



21,658



16,611



16,126







Chicago


11,388



15,169



6,844



9,715







2,894On-Tarmac


13,355



13,155



7,026



7,381







South Florida


10,019



10,239



6,588



7,112







825Seattle


6,213



10,121



4,942



8,158



3,044



7,236Non  U.S. MarketsEurope


2,749



1,106



739



864







6,084Japan


5,532



5,016



3,040



3,960



28,588



181Other Markets


43,840



40,988



29,595



28,971



816



Total markets


156,637



163,808



105,340



117,469



33,286



17,820Straight-line rents and amortization of lease intangibles


3,392



3,332



3,392



3,332







Discontinued operations


(6,195
)


(5,205
)


(4,466
)


(3,860
)






Private capital income


11,695



9,923















Total

$
165,529


$
171,858


$
104,266


$
116,941


$
33,286


$
17,820     (1)
    
    The markets included in U.S. markets are a subset of the
    Operating Partnerships regions defined as East, West and
    Central in the Americas. Japan is a part of the Operating
    Partnerships Asia region.(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, real estate impairment
    losses and interest expense. For a reconciliation of NOI to net
    income, see the table below.   28




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Three MonthsEnded March 31,2009


2008Property NOI

$
104,266


$
116,941Private capital revenues


11,695



9,923Depreciation and amortization


(42,101
)


(40,969
)General and administrative


(31,249
)


(35,126
)Fund costs


(261
)


(222
)Real estate impairment losses


(165,979
)


Other expenses


662



92Development profits, net of taxes


33,286



17,820Gains from sale or contribution of real estate interests, net of
    taxes






19,967Equity (losses) in earnings of unconsolidated joint ventures, net


(34
)


2,928Other (expenses) income


(7,065
)


4,415Interest expense, including amortization


(32,521
)


(29,957
)Total discontinued operations


6,277



3,923Net (loss) income

$
(123,024
)

$
69,735     Total Assets as ofMarch 31,


December 31,2009


2008U.S. MarketsSouthern California

$
722,670


$
776,819No. New Jersey / New York


515,493



524,883San Francisco Bay Area


788,010



783,345Chicago


309,129



319,043On-Tarmac


181,772



185,877South Florida


410,739



411,408Seattle


172,560



195,822Non  U.S. MarketsEurope


472,978



484,866Japan


560,733



860,982Other Markets


2,047,132



2,050,431Total markets


6,181,216



6,593,476Investments in unconsolidated joint ventures


432,503



431,322Non-segment assets


299,216



276,850Total assets

$
6,912,935


$
7,301,648  29




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the ThreeMonths EndedMarch 31, 2009U.S. MarketsSouthern California

$
16,809No. New Jersey / New York


9,056San Francisco Bay Area


4,275Chicago


1,330On-Tarmac


South Florida


5,531Seattle


Non  U.S. MarketsEurope


30,393Japan


13,469Other Markets


100,990Total markets

$
181,853   12.
    Commitments
    and Contingencies  Commitments
  Lease Commitments.
  Standby Letters of Credit.
  Guarantees and Contribution
    Obligations.
     30




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    364-day and/or 5-year
  Performance and Surety Bonds.
  Promote Interests and Other Contractual
    Obligations.
  Contingencies
  Litigation.
 31




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Environmental Matters.
  General Uninsured Losses.
  Captive Insurance Company.
  13.
    Derivatives
    and Hedging Activities  Risk
    Management Objective of Using Derivatives
     32




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash Flow
    Hedges of Interest Rate Risk
          Number of


NotionalRelated Derivatives

Instruments


Amount(in thousands)Interest rate swaps


3


$
555,000   Non-designated Hedges
      Number of


NotionalRelated Derivatives

Instruments


Amount(in thousands)Foreign exchange forward contracts


4


$
595,645  33




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value of Derivative Instruments at March 31,
    2009Asset Derivatives


Liability DerivativesBalance Sheet


Fair


Balance Sheet


FairLocation


Value


Location


ValueDerivatives designated as hedging instruments under
    SFAS No. 133Interest rate swaps


Other assets


$




Other assets


$
6,315Derivatives not designated as hedging instruments under
    SFAS No. 133Foreign exchange forward contracts


Other assets



196



Other assets



2,573Total derivative instruments





$
196






$
8,888     Amount of Gain (Loss)


Location of Gain (Loss)


Amount of Gain (Loss)Derivative Instruments in

Recognized in Accumulated


Reclassified from


Reclassified fromSFAS No. 133 Cash Flow

Other Comprehensive (Loss)


Accumulated OCI into


Accumulated OCI intoHedging Relationships

Income (OCI) (Effective Portion)


Income (Effective Portion)


Income (Effective Portion)Interest rate swaps

$
305



Interest expense


$
(1,994
)   Derivative Instruments Not

Location of Gain (Loss)

Amount ofDesignated as Hedging

Recognized in Statement

Gain (Loss)Instruments under SFAS No. 133

of Operations

RecognizedForeign exchange forward contracts

Other (expenses) income

$
(3,166
)   Credit-risk-related
    Contingent Features
       34




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    Subsequent
    Events   35




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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 the 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, forecasting, 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, global trade or in
    the real estate sector (including risks relating to decreasing
    real estate valuations and impairment charges);
    risks associated with using debt to fund our business
    activities, including re-financing and interest rate risks;
    our failure to obtain, renew, or extend necessary financing
    or access the debt or equity markets;
    our failure to maintain our current credit agency ratings or
    comply with our debt covenants;
    risks related to our obligations in the event of certain
    defaults under co-investment venture and other debt;
    risks associated with equity and debt securities financings
    and issuances (including the risk of dilution);
    a continued or prolonged downturn in the California, U.S., or
    the global economy, world trade or real estate conditions and
    other financial market fluctuations;
    defaults on or non-renewal of leases by customers or renewal
    at lower than expected rent;
    risks and uncertainties relating to the disposition of
    properties to third parties and our ability to effect such
    transactions on advantageous terms and to timely reinvest
    proceeds from any such dispositions;
    our failure to contribute properties to our co-investment
    ventures due to such factors as our inability to acquire,
    develop, or lease properties that meet the investment criteria
    of such ventures, or our co-investment ventures inability
    to access debt and equity capital to pay for property
    contributions or their allocation of available capital to cover
    other capital requirements such as future redemptions;
    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,
    redevelopment and value-added conversion (including construction
    delays, cost overruns, our inability to obtain necessary permits
    and financing, our inability to lease properties at all or at
    favorable rents and terms, public opposition to these
    activities);
    risks of doing business internationally and global expansion,
    including unfamiliarity with new markets and currency risks;
    risks of changing personnel and roles;
    losses in excess of our insurance coverage;
    unknown liabilities acquired in connection with acquired
    properties or otherwise; 36




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##### Table of Contents




    our failure to successfully integrate acquired properties and
    operations;
    changes in local, state and federal regulatory requirements,
    including changes in real estate and zoning laws;
    increases in real property tax rates;
    risks associated with our tax structuring;
    increases in interest rates and operating costs or greater
    than expected capital expenditures; and
    environmental uncertainties and risks related to natural
    disaster.  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, 2008, and any amendments
    thereto. 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.
  ® ® ®
  http://www.amb.com. Form 10-K, Form 10-Q, Form 8-K 1-800-SEC-0330. http://www.sec.gov.
  THE
    COMPANY
  ® ® and/or
 37




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##### Table of Contents



(415) 394-9000.
  Near Term
    Priorities
    
    strengthening our balance sheet and liquidity position;
    reducing and controlling expenses; and
    positioning our company for growth in the long term.    Investment
    Strategy
    ® ® ®
 38




---



##### Table of Contents




    on an owned and managed basis, which includes investments held
    on a consolidated basis or through unconsolidated joint
    ventures, we owned or partially owned approximately
    133.1 million square feet (principally, warehouse
    distribution buildings) that were 92.2% leased; we had
    investments in 43 development projects, which are expected to
    total approximately 11.8 million square feet upon
    completion; and we owned 20 development projects, totaling
    approximately 6.6 million square feet, which are available
    for sale or contribution;
    through non-managed unconsolidated joint ventures, we had
    investments in 46 industrial operating properties, totaling
    approximately 7.4 million square feet; and
    we held approximately 0.1 million square feet through a
    ground lease, which is the location of our global headquarters.  Operating
    Strategy
    Long Term
    Growth Strategies
  Growth
    through Operations
      Growth
    through Development
   39




---



##### Table of Contents



Growth
    through Acquisitions and Capital Redeployment
      Growth
    through Global Expansion
  ®
  Growth
    through Co-Investments
   40




---



##### Table of Contents



10-50%
  Managements
    Overview
  Current
    Global Market and Economic Conditions
      Primary
    Sources of Revenue and Earnings
    
    maintain and increase occupancy rates
    and/or
    increase rental rates at our properties;
    raise third-party equity in our co-investment ventures and grow
    our earnings from our private capital business from the
    acquisition of new properties or through the possible
    contribution of properties; and
    develop properties profitably and sell to third parties or
    contribute to our co-investment ventures such development
    properties.  Focus on
    our Balance Sheet and Cost Structure
   41




---



##### Table of Contents



Our
    Liquidity Position
     42




---



##### Table of Contents



Impairment
    Charges
   43




---



##### Table of Contents



Customer
    Bankruptcies
    Real
    Estate Operations
   44




---



##### Table of Contents



Development
    Business
    non-U.S. markets
   45




---



##### Table of Contents



Private
    Capital Business
  AMB-AMS,
        Summary
    of Key Transactions
    
    Contributed one completed development project aggregating
    approximately 1.0 million square feet to AMB Japan
    Fund I, L.P., an unconsolidated co-investment venture;
    Sold five development projects aggregating approximately
    0.6 million square feet, including 0.1 million square
    feet that was held in an unconsolidated co-investment venture,
    and one
    five-acre
    land parcel for an aggregate sales price of
    $57.9 million; and
    Sold eight operating properties aggregating approximately
    0.8 million square feet, including 0.1 million square
    feet that was held in an unconsolidated co-investment venture,
    for an aggregate sales price of $61.8 million.   46




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##### Table of Contents




    Raised approximately $552.6 million in net proceeds from
    AMB Property Corporations issuance of approximately
    47.4 million shares of its common stock which was
    contributed to us in exchange for the issuance of approximately
    47.4 million common general partnership units;
    Extended a $325.0 million unsecured term loan facility
    through September 2010;
    Retired the AMB Japan Fund I subscription facility which
    matured in January 2009 and had an outstanding balance of
    $132.2 million as December 31, 2008;
    Extended a Yen-denominated secured construction loan, which had
    an outstanding balance of $107.1 million as of
    March 31, 2009, through March 2010;
    Extended two secured mortgage loans totaling $67.3 million
    as of March 31, 2009 in one of our unconsolidated joint
    ventures for terms of two and four years; and
    Paid off a $100 million medium-term note which matured in
    March 2009 and had an interest rate of 3.5%.    Critical
    Accounting Policies
  Form 10-K
  CONSOLIDATED
    RESULTS OF OPERATIONS
    For the ThreeMonths EndedMarch 31,2009


2008Acquired:Number of properties






3Square feet (in thousands)






944Acquisition cost (in thousands)

$



$
83,473Development Properties Sold or Contributed:Number of development projects


3



4Number of land parcels


1



Square feet (in thousands)


1,531



1,154  47




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##### Table of Contents



For the Three Months Ended March 31, 2009 and 2008
    (dollars in millions):
  For the Three Months Ended March 31,Revenues

2009


2008


$ Change


% ChangeRental revenuesSame store

$
128.2


$
149.2


$
(21.0
)


(14.1
)%2008 acquisitions


2.5



0.5



2.0



400.0
%Development


12.2



4.8



7.4



154.2
%Other industrial


10.9



7.5



3.4



45.3
%Total rental revenues


153.8



162.0



(8.2
)


(5.1
)%Private capital revenues


11.7



9.9



1.8



18.2
%Total revenues

$
165.5


$
171.9


$
(6.4
)


(3.7
)%     48




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##### Table of Contents



For the Three Months Ended March 31,Costs and Expenses

2009


2008


$ Change


% ChangeProperty operating costs:Rental expenses

$
29.3


$
24.1


$
5.2



21.6
%Real estate taxes


20.3



20.9



(0.6
)


(2.9
)%Total property operating costs

$
49.6


$
45.0


$
4.6



10.2
%Property operating costsSame store

$
40.6


$
40.8


$
(0.2
)


(0.5
)%2008 acquisitions


0.8



0.1



0.7



700.0
%Development


4.9



0.9



4.0



444.4
%Other industrial


3.3



3.2



0.1



3.1
%Total property operating costs


49.6



45.0



4.6



10.2
%Depreciation and amortization


42.1



41.0



1.1



2.7
%General and administrative


31.2



35.1



(3.9
)


(11.1
)%Fund costs


0.3



0.2



0.1



50.0
%Real estate impairment losses


166.0







166.0



100.0
%Other expenses


(0.7
)


(0.1
)


(0.6
)


600.0
%Total costs and expenses

$
288.5


$
121.2


$
167.3



138.0
%     For the Three Months Ended March 31,Other Income and (Expenses)

2009


2008


$ Change


% ChangeDevelopment profits, net of taxes

$
33.3


$
17.8


$
15.5



87.1
%Gains from sale or contribution of real estate interests, net






20.0



(20.0
)


(100.0
)%Equity in earnings of unconsolidated joint ventures, net






2.9



(2.9
)


(100.0
)%Other (expense) income


(7.1
)


4.4



(11.5
)


(261.4
)%Interest expense, including amortization


(32.5
)


(29.9
)


2.6



8.7
%Total other income and (expenses), net

$
(6.3
)

$
15.2


$
(21.5
)


141.4
%  49




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##### Table of Contents



For the Three Months Ended March 31,Discontinued Operations

2009


2008


$ Change


% Change(Loss) income attributable to discontinued operations

$
(12.7
)

$
2.2


$
(14.9
)


(677.3
)%Gains from sale of real estate interests, net of taxes


18.9



1.7



17.2



1,011.8
%Total discontinued operations

$
6.2


$
3.9


$
2.3



59.0
%     For the Three Months Ended March 31,Preferred Units

2009


2008


$ Change


% ChangePreferred unit distributions

$
(4.0
)

$
(4.0
)

$





%Total preferred units

$
(4.0
)

$
(4.0
)

$





%   LIQUIDITY
    AND CAPITAL RESOURCES
  Balance Sheet Strategy. and/or
 50




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##### Table of Contents




    cash on hand and cash flow from operations;
    private capital from co-investment partners;
    net proceeds from contributions of properties and completed
    development projects to our co-investment ventures;
    net proceeds from the sales of development projects, value-added
    conversion projects and land to third parties;
    net proceeds from divestitures of properties;
    borrowings under our unsecured credit facilities;
    other forms of secured or unsecured financing;
    assumption of debt related to acquired properties;
    proceeds from limited partnership unit offerings (including
    issuances of limited partnership units by our
    subsidiaries); and
    proceeds from equity (common and preferred) or debt securities
    offerings.    
    debt service;
    development, expansion and renovation of properties;
    acquisitions;
    distributions on outstanding common and preferred limited
    partnership units; and
    working capital.     51




---



##### Table of Contents



Cash Flows.
   52




---



##### Table of Contents



Capital
    Resources
  Development Completions.
  For the Three Months Ended March 31,2009


2008Placed in Operations:Number of projects


3



Square feet


2,033,763



Estimated investment(1)

$
143,882


$
Sold:Number of projects


1



2Square feet


388,000



115,664Estimated investment(1)

$
22,527


$
26,249Available for Sale or Contribution:Number of projects


6



3Square feet


1,573,974



669,940Estimated investment(1)

$
125,210


$
87,858Total:Number of projects


10



5Square feet


3,995,737



785,604Estimated investment(1)

$
291,619


$
114,107     (1)
    
    Estimated investment is before the impact of cumulative real
    estate impairment losses.    For the Three Months Ended March 31,2009


2008Number of completed development projects


2



2Number of land parcels


1



Square feet


549,591



40,359Gross sales price

$
41,808


$
8,777Net proceeds

$
39,710


$
7,191Development gains, net of taxes

$
4,698


$
1,015  53




---



##### Table of Contents



For the Three Months Ended March 31,2009


2008Number of projects contributed to AMB Institutional Alliance
    Fund III, L.P.






2Square feet






1,003,377Number of projects contributed to AMB Europe Fund I, FCP-FIS






1Square feet






110,701Number of projects contributed to AMB Japan Fund I,
    L.P.


1



Square feet


981,162



Total number of contributed development assets


1



3Total square feet


981,162



1,114,078Gross contribution price

$
184,793


$
174,893Net proceeds

$
56,822


$
143,281Development gains, net of taxes

$
28,588


$
16,805   Development Sales and Contributions. five-acre
    Gains from Sale or Contribution of Real Estate Interests,
    Net.
  Properties Held for Sale or Contribution,
    Net. development-for-sale
  15-20%. Accounting for the Impairment or Disposal of Long-Lived
    Assets
 54




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##### Table of Contents



Gains from Sale of Real Estate Interests, Net of
    Taxes.
  Co-investment Ventures. Consolidation of Variable
    Interest Entities  An Interpretation of ARB
    No. 51 No. 04-5 (EITF 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 SOP 78-9, Accounting for Investments in Real Estate Ventures. EITF 04-5, EITF 04-5, and/or EITF 04-5
   55




---



##### Table of Contents



Approximate


OriginalConsolidated Co-investment

Co-investment Venture

Ownership


PlannedVenture

Partner

Percentage


Capitalization(1)AMB Institutional Alliance Fund II, L.P.(2)

AMB Institutional Alliance REIT II, Inc.


20%


$
490,000AMB-SGP, L.P.(3)

Industrial JV Pte. Ltd.


50%


$
420,000AMB-AMS,
    L.P.(4)

PMT, SPW and TNO(5)


39%


$
228,000     (1)
    
    Planned capitalization includes anticipated debt and all
    partners expected equity contributions.(2)
    
    AMB Institutional Alliance Fund II, L.P. is a co-investment
    partnership formed in 2001 with institutional investors, which
    invest through a private real estate investment trust, and a
    third-party limited partner.(3)
    
    AMB-SGP, L.P. is a co-investment partnership formed in 2001 with
    Industrial JV Pte. Ltd., a subsidiary of GIC Real Estate Pte.
    Ltd., the real estate investment subsidiary of the Government of
    Singapore Investment Corporation.(4)
    
    AMB-AMS,
    L.P. is a co-investment partnership formed in 2004 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.      ApproximateUnconsolidated Co-investment

Co-investment Venture

Ownership


PlannedVenture

Partner

Percentage


Capitalization(1)AMB Institutional Alliance Fund III, L.P.(2)(3)

AMB Institutional Alliance REIT III, Inc.


19%


$
3,330,000AMB Europe Fund I, FCP-FIS(3)(4)

Institutional investors


21%


$
1,162,000AMB Japan Fund I, L.P.(5)

Institutional investors


20%


$
1,406,000AMB-SGP Mexico, LLC(6)

Industrial (Mexico) JV Pte. Ltd.


22%


$
600,000AMB DFS Fund I, LLC(7)

Strategic Realty Ventures, LLC


15%


$
431,000     (1)
    
    Planned capitalization includes anticipated debt and all
    partners expected equity contributions.(2)
    
    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 real estate investment
    trust. On July 1, 2008, the partners of AMB Partners II,
    L.P. (previously, a consolidated co-investment venture)
    contributed their interests in AMB Partners II, L.P. to AMB
    Institutional Alliance Fund III, L.P. in exchange for
    interests in AMB Institutional Alliance Fund III, L.P., an
    unconsolidated co-investment venture.(3)
    
    The planned capitalization and investment capacity of AMB
    Institutional Alliance Fund III, L.P. and AMB Europe
    Fund I, FCP-FIS, as open-ended funds is not limited. The
    planned capitalization represents the gross book value of real
    estate assets as of the most recent quarter end.(4)
    
    AMB Europe Fund I, FCP-FIS, is an open-ended co-investment
    venture formed in 2007 with institutional investors. The venture
    is Euro-denominated. U.S. dollar amounts are converted at the
    exchange rate in effect at March 31, 2009.(5)
    
    AMB Japan Fund I, L.P. is a co-investment venture formed in
    2005 with institutional investors. The venture is
    Yen-denominated. U.S. dollar amounts are converted at the
    exchange rate in effect at March 31, 2009. 56




---



##### Table of Contents



(6)
    
    AMB-SGP Mexico, LLC is a co-investment venture 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.(7)
    
    AMB DFS Fund I, LLC is a co-investment venture formed in
    2006 with a subsidiary of GE Real Estate to build and sell
    properties.    Partners Capital. 1 2 3 4
      Debt. debt-to-our debt-to-our debt-to-our loan-to-value 50-65% debt-to-our
   57




---



##### Table of Contents



and/or
  Credit Facilities.
 58




---



##### Table of Contents



59




---



##### Table of Contents



Wholly-Owned


Consolidated Joint VentureUnsecured











Total


UnconsolidatedSenior


Credit


Other


Secured


Secured


Other


Consolidated


Joint


TotalDebt


Facilities(1)


Debt


Debt


Debt


Debt


Debt


Venture Debt


Debt2009

$



$



$
12,366


$
129,508


$
96,379


$



$
238,253


$
36,420


$
274,6732010


250,000



265,862



325,941



414,582



120,161







1,376,546



197,486



1,574,0322011


75,000



114,801



1,014



15,022



82,499







288,336



666,754



955,0902012










1,093



2,670



388,383



50,000



442,146



437,020



879,1662013


500,000







919



18,474



42,303







561,696



710,807



1,272,5032014










616



405



6,481







7,502



739,395



746,8972015


112,491







664



16,271



17,611







147,037



274,171



421,2082016


















16,231







16,231



72,914



89,1452017


















1,272







1,272



351,441



352,7132018


125,000















1,455







126,455



183,194



309,649Thereafter


















36,898







36,898



5,844



42,742Subtotal

$
1,062,491


$
380,663


$
342,613


$
596,932


$
809,673


$
50,000


$
3,242,372


$
3,675,446


$
6,917,818Unamortized net discount


(8,241
)










(1,315
)


(102
)






(9,658
)


(3,939
)


(13,597
)Subtotal

$
1,054,250


$
380,663


$
342,613


$
595,617


$
809,571


$
50,000


$
3,232,714


$
3,671,507


$
6,904,221Joint venture partners share of debt


















(461,930
)


(40,000
)


(501,930
)


(2,896,219
)


(3,398,149
)Our share of total debt(2)

$
1,054,250


$
380,663


$
342,613


$
595,617


$
347,641


$
10,000


$
2,730,784


$
775,288


$
3,506,072Weighted average interest rate


6.3
%


1.1
%


3.6
%


3.8
%


5.2
%


5.8
%


4.6
%


4.8
%


4.7
%Weighted average maturity (years)


4.3



1.5



1.5



1.5



3.1



3.4



2.8



4.8



3.2     (1)
    
    Represents three credit facilities with total capacity of
    approximately $1.6 billion. Includes $265.9 million,
    $87.3 million and $27.5 million in Yen, Canadian
    dollar and Singapore dollar-based borrowings outstanding at
    March 31, 2009, respectively, translated to U.S. dollars
    using the foreign exchange rates in effect on March 31,
    2009.(2)
    
    Our share of total debt represents 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 co-investment ventures. The above table
    reconciles our share of total debt to total consolidated debt, a
    GAAP financial measure. 60




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##### Table of Contents



After Extension Options(1)(2)2009


2010


2011


2012Wholly-Owned DebtUnsecured Senior Debt

$



$
250,000


$
75,000


$
Credit Facilities










265,862



114,801Other Debt


11,705



325,000







AMB Secured Debt


128,822



183,632



244,736



2,340Subtotal


140,527



758,632



585,598



117,141Consolidated Joint VenturesAMB-AMS


13,362



2,616







AMB Institutional Alliance Fund II






26,238



31,631



50,528AMB-SGP


15,414







28,227



296,940Other Industrial Operating Joint Ventures


57,221



29,987



14,734



Subtotal


85,997



58,841



74,592



347,468Unconsolidated Joint VenturesAMB Institutional Alliance Fund III


2,584



27,582



302,822



79,010AMB Japan Fund I






105,248



193,085



171,065AMB-SGP Mexico










58,825



169,614Other Industrial Operating Joint Ventures


225



9,059



32,639



AMB Europe Fund I














6,066Subtotal


2,809



141,889



587,371



425,755Total Consolidated


226,524



817,473



660,190



464,609Total Unconsolidated


2,809



141,889



587,371



425,755Total

$
229,333


$
959,362


$
1,247,561


$
890,364Total AMBs Share(3)

$
188,929


$
813,903


$
740,605


$
363,830     (1)
    
    Excludes scheduled principal amortization of debt maturing in
    years subsequent to 2012, as well as debt premiums and discounts.(2)
    
    Subject to certain conditions.(3)
    
    Total AMBs share calculation represents the pro-rata
    portion of total debt maturing in 2009 through 2012 based on
    AMBs percentage of equity interest in each of the
    consolidated and unconsolidated joint ventures holding the debt.  Market Capital as of March 31, 2009Units


Market


MarketSecurity

Outstanding


Price(1)


Value(1)Common general partnership units


145,989,790
(4)

$
14.40


$
2,102,253Common limited partnership units(2)


3,435,522



14.40



49,472Total


149,425,312






$
2,151,725Total options outstanding










8,317,048Dilutive effect of stock options(3)










     (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. 61




---



##### Table of Contents



(2)
    
    Includes class B common limited partnership units issued by
    AMB Property II, L.P.(3)
    
    Computed using the treasury stock method and an average share
    price for AMB Property Corporations common stock of $15.71
    for the quarter ended March 31, 2009. All stock options
    were anti-dilutive as of March 31, 2009.(4)
    
    Includes 920,281 shares of unvested restricted stock.  Preferred Units as of March 31, 2009Distribution


Liquidation


Redemption/CallableSecurity

Rate


Preference


ProvisionsSeries D preferred units(1)


7.18
%

$
79,767


February 2012Series 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


6.90
%

$
312,267     (1)
    
    On January 29, 2007, all of the outstanding 7.75%
    Series D Cumulative Redeemable Preferred Limited
    Partnership 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.  Capitalization Ratios as of March 31, 2009Our share of total
    debt-to-our
    share of total market capitalization(1)


58.7%Our share of total debt plus
    preferred-to-our
    share of total market capitalization(1)


64.0%Our share of total
    debt-to-our
    share of total assets(1)


43.6%Our share of total debt plus
    preferred-to-our
    share of total assets(1)


47.5%Our share of total
    debt-to-our
    share of total book capitalization(1)


47.4%     (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 AMB Property Corporations common
    stock and our common limited partnership units multiplied by the
    closing price per share of AMB Property Corporations
    common stock as of March 31, 2009. Our definition of
    preferred is preferred equity liquidation
    preferences. Our share of total book capitalization
    is defined as our share of total debt plus noncontrolling
    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
    and unconsolidated joint ventures holding the debt. Our
    share of total assets is the pro rata portion of the gross
    book value of real estate interests plus cash and other assets.
    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
   62




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##### Table of Contents



For the Three Months Ended March 31,Paying Entity

Security

2009


2008Operating Partnership

Common limited partnership units

$
0.280


$
0.520AMB Property II, L.P.

Class B common limited partnership units

$
0.280


$
0.520AMB Property II, L.P.

Series D preferred units

$
0.898


$
0.898       63




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##### Table of Contents



For the Three Months Ended March 31,Summary of Distributions Paid

2009


2008(Dollars in thousands)Net cash provided by operating activities

$
61,825


$
62,444Distributions paid to partners


(3,085
)


(53,389
)Distributions to noncontrolling interests, including preferred
    units


(2,985
)


(32,914
)Excess (shortfall) of net cash provided by operating activities
    over distributions paid

$
55,755


$
(23,859
)Net proceeds from divestiture of real estate

$
173,426


$
206,784Excess of net cash provided by operating activities and net
    proceeds from divestiture of real estate over distributions paid

$
229,181


$
182,925   Capital
    Commitments
    For the Three MonthsEnded March 31,2009


2008The Americas:Number of new development projects


1



4Square feet


189,337



1,121,777Estimated total investment(1)

$
12,116


$
85,208Europe:Number of new development projects


1



Square feet


274,802



Estimated total investment(1)

$
17,118


$
Total:Number of new development projects


2



4Square feet


464,139



1,121,777Estimated total investment(1)

$
29,234


$
85,208Total development pipeline estimated investment(1)(2)

$
983,581


$
1,778,167Total development pipeline invested to date(3)

$
824,347


$
1,331,530Total development pipeline remaining to invest(3)(4)

$
159,234


$
446,637     (1)
    
    Includes total estimated cost of development, renovation, or
    expansion, including initial acquisition costs, prepaid ground
    leases, buildings, and associated carry costs. Estimated total
    investments are based on current forecasts and are subject to
    change.
    Non-U.S.
    dollar investments are translated into U.S. dollars using the
    exchange rate as of March 31, 2009 or 2008, as applicable.(2)
    
    Excludes the impact of real estate impairment losses and
    includes value-added conversions.(3)
    
    Amounts include capitalized interest and overhead costs, as
    applicable.(4)
    
    Calculated using estimated total investment before the impact of
    real estate impairment losses.  Development Pipeline.
 64




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##### Table of Contents



Lease Commitments.
  Co-Investment Ventures.
  Captive Insurance Company.
  Potential Contingent and Unknown
    Liabilities.
  
    liabilities for environmental conditions;
    losses in excess of insured coverage;
    claims of customers, vendors or other persons dealing with our
    predecessors prior to our formation or acquisition transactions
    that had not been asserted or were unknown prior to our
    formation or acquisition transactions; 65




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##### Table of Contents




    claims for indemnification by the general partners, officers and
    directors and others indemnified by the former owners of our
    properties;
    accrued but unpaid liabilities incurred in the ordinary course
    of business; and
    tax, legal and regulatory liabilities.  Capital
    Deployment
    For the Three MonthsEnded March 31,2009


2008The Americas:Acres


4



110Estimated build out potential (square feet)






1,901,132Investment(1)

$



$
36,228Europe:Acres






30Estimated build out potential (square feet)






491,136Investment(1)

$



$
4,311Asia:Acres


16



5Estimated build out potential (square feet)


456,529



417,833Investment(1)

$
3,513


$
9,529Total:Acres


20



145Estimated build out potential (square feet)


456,529



2,810,101Investment(1)

$
3,513


$
50,068     (1)
    
    Represents actual cost incurred to date including initial
    acquisition, associated closing costs, infrastructure and
    associated capitalized interest and overhead costs. 66




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##### Table of Contents



For the Three Months Ended March 31,2009


2008Number of properties acquired by AMB Institutional Alliance
    Fund III, L.P.






3Square feet






877,772Expected investment(1)

$



$
93,388Number of properties acquired by AMB Europe Fund I, FCP-FIS






1Square feet






164,795Expected investment(1)

$



$
68,023Number of properties acquired by AMB Property, L.P.






3Square feet






944,218Expected investment(1)

$



$
83,473Total number of properties acquired






7Total square feet






1,986,785Total acquisition cost

$



$
239,844Total acquisition capital






5,040Total expected investment(1)

$



$
244,884     (1)
    
    Includes total estimated cost of development, renovation, or
    expansion, including initial acquisition costs, prepaid ground
    leases, buildings, tenant improvements and associated
    capitalized interest and overhead costs. Estimated total
    investments are based on current forecasts and are subject to
    change.
    Non-U.S.
    dollar investments are translated into U.S. dollars using the
    exchange rate as of March 31, 2009 or 2008, as applicable.  OFF-BALANCE
    SHEET ARRANGEMENTS
  Standby Letters of Credit.
  Guarantees and Contribution
    Obligations.
     67




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##### Table of Contents



Euro 364-day and/or 5-year
  Performance and Surety Bonds.
  Promote Interests and Other Contractual
    Obligations.
  SUPPLEMENTAL
    EARNINGS MEASURES
  Funds
    From Operations (FFO) and Funds From Operations Per
    Share and Unit (FFOPS)
     68




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##### Table of Contents



69




---



##### Table of Contents



For the Three MonthsEnded March 31,2009


2008Net (loss) income available to common unitholders

$
(125,020
)

$
40,235Income (loss) available to common unitholders attributable to
    limited partners


2,670



(1,255
)Gains from sale or contribution of real estate interests, net


(18,946
)


(21,685
)Depreciation and amortization:Total depreciation and amortization


42,101



40,969Discontinued operations depreciation


1,358



704Non-real estate depreciation


(2,137
)


(1,634
)Adjustments to derive FFO from consolidated joint ventures:Joint venture partners noncontrolling interests (Net
    (loss) income)


(1,846
)


19,263Limited partnership unitholders noncontrolling interests
    (Net (loss) income)


(5,320
)


1,367Limited partnership unitholders noncontrolling interests
    (Development gains)


1,108



528FFO attributable to noncontrolling interests


(3,712
)


(16,576
)Adjustments to derive FFO from unconsolidated joint ventures:Our share of net loss (income)


34



(2,928
)Our share of FFO


7,524



8,862Funds from operations

$
(102,186
)

$
67,850Basic FFO per common share and unit(1)

$
(1.00
)

$
0.66Diluted FFO per common share and unit(1)

$
(1.00
)

$
0.65Weighted average common shares and units:Basic


102,352,575



101,728,152Diluted


102,352,575



103,645,553     (1)
    
    In accordance with FSP No. EITF
    03-6-1 and
    SFAS No. 128, the FFO per common share and unit is
    adjusted for FFO distributed through declared distributions and
    allocated to all participating securities (weighted average
    common shares and units outstanding and unvested restricted
    shares outstanding) under the two-class method. Under this
    method, the numerator for the calculation of both basic and
    diluted FFO per common share and unit for the three months ended
    March 31, 2009 was $(102,444). For the three months ended
    March 31, 2008, the numerator for calculation of both basic
    and diluted FFO per common share and unit was $67,234.  Same
    Store Net Operating Income (SS NOI)
   70




---



##### Table of Contents



year-over-year
    For the Three Months Ended March 31,2009


2008Net (loss) income

$
(123,024
)

$
69,735Private capital revenues


(11,695
)


(9,923
)Depreciation and amortization


42,101



40,969Real estate impairment losses


165,979



General and administrative and fund costs


31,510



35,348Total other income and expenses


5,672



(15,265
)Total discontinued operations


(6,277
)


(3,923
)Net operating income


104,266



116,941Less non same-store NOI


(14,360
)


(25,299
)Less non-cash adjustments(1)


20



(1,146
)Cash-basis same-store NOI

$
89,926


$
90,496     (1)
    
    Non-cash adjustments include straight-line rents and
    amortization of lease intangibles for the same store pool only. 71




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##### Table of Contents



OWNED AND
    MANAGED OPERATING AND LEASING STATISTICS
  Owned and
    Managed Operating and Leasing Statistics(1)
    Operating PortfolioSquare feet owned (2)(3)


133,136,434Occupancy percentage(3)


92.2
%Average occupancy percentage


93.1
%Weighted average lease terms (years):Original


6.3Remaining


3.5Trailing four quarters tenant retention


67.4
%Trailing four quarters rent change on renewals and rollovers:(4)Percentage


2.2
%Same space square footage commencing (millions)


17.1Trailing four quarters second generation leasing activity:(5)Tenant improvements and leasing commissions per sq. ft.:Retained

$
1.37Re-tenanted

$
3.10Weighted average

$
1.94Square footage commencing (millions)


21.4     (1)
    
    Schedule includes owned and managed operating properties. This
    excludes development and renovation projects and recently
    completed development projects available for sale or
    contribution.(2)
    
    As of March 31, 2009, we had investments in
    7.4 million square feet of operating properties through our
    investments in non-managed unconsolidated joint ventures and
    0.1 million square feet, which is the location of our
    global headquarters.(3)
    
    On a consolidated basis, we had approximately 73.4 million
    rentable square feet with an occupancy rate of 91.9% at
    March 31, 2009.(4)
    
    Rent changes on renewals and rollovers are calculated as the
    difference, weighted by square feet, of the net ABR due the
    first month of a term commencement and the net ABR due the last
    month of the former customers term. If free rent is
    granted, then the first positive full rent value is used as a
    point of comparison. The rental amounts exclude base stop
    amounts, holdover rent and premium rent charges. If either the
    previous or current lease terms are under 12 months, then
    they are excluded from this calculation. If the lease is first
    generation or there is no prior lease for comparison, then it is
    excluded from this calculation.(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. 72




---



##### Table of Contents



Total/WeightedOwned and Managed Property Data(1)

The Americas


Europe


Asia


AverageFor the quarter ended March 31, 2009:Rentable square feet


112,948,218



9,873,668



10,314,548



133,136,434Occupancy percentage at period end(2)


91.7
%


98.1
%


92.3
%


92.2
%Trailing four quarters same space square footage leased


15,862,823



387,812



880,103



17,130,738Trailing four quarters rent change on renewals and
    rollovers(2)(3)


2.8
%


(7.1
)%


(0.7
)%


2.2
%     (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 currently intend to hold for the long term.
    This excludes development and renovation projects and recently
    completed development projects available for sale or
    contribution.(2)
    
    On a consolidated basis, for the Americas, Europe and Asia,
    occupancy percentage at period end for 2009 was 91.8%, 90.8% and
    93.6%, and trailing four quarters rent change on renewals and
    rollovers at period end for 2009 was 3.4%, n/a and 5.7%,
    respectively. Properties in Europe are primarily held in the
    unconsolidated co-investment venture AMB Europe Fund I,
    FCP-FIS.(3)
    
    Rent changes on renewals and rollovers are calculated as the
    difference, weighted by square feet, of the net annualized base
    rent (ABR) due the first month of a term commencement and the
    net ABR due the last month of the former customers term.
    If free rent is granted, then the first positive full rent value
    is used as a point of comparison. The rental amounts exclude
    base stop amounts, holdover rent and premium rent charges. If
    either the previous or current lease terms are under
    12 months, then they are excluded from this calculation. If
    the lease is first generation or there is no prior lease for
    comparison, then it is excluded from this calculation. 73




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##### Table of Contents



Owned and
    Managed Same Store Operating Statistics(1)
    Same Store Pool(2)Square feet in same store pool(3)


116,813,431% of total square feet


88.1
%Occupancy percentage(3)


92.9
%Average occupancy percentage


93.5
%Weighted average lease terms (years):Original


6.2Remaining


3.2Trailing four quarters tenant retention


70.0
%Trailing four quarters rent change on renewals and rollovers:(4)Percentage


1.5
%Same space square footage commencing (millions)


16.9Growth % increase (including straight-line rents):Revenues(5)


0.7
%Expenses(5)


(9.1
)%Net operating income, excluding lease termination fees (5)(6)


(2.3
)%Growth % increase (excluding straight-line rents):Revenues(5)


1.6
%Expenses(5)


(9.1
)%Net operating income, excluding lease termination fees (5)(6)


(1.1
)%     (1)
    
    Schedule includes owned and managed operating properties. This
    excludes development and renovation projects and recently
    completed development projects available for sale or
    contribution.(2)
    
    Same store pool includes all properties that are owned as of
    both the current and prior year reporting periods and excludes
    development properties for both the current and prior reporting
    years. The same store pool is set annually and excludes
    properties purchased and developments stabilized after
    December 31, 2007 (generally defined as properties that are
    90% leased or properties that have been substantially complete
    for at least 12 months).(3)
    
    On a consolidated basis, we had approximately 65.6 million
    square feet with an occupancy rate of 92.8% at March 31,
    2009.(4)
    
    Rent changes on renewals and rollovers are calculated as the
    difference, weighted by square feet, of the net ABR due the
    first month of a term commencement and the net ABR due the last
    month of the former customers term. If free rent is
    granted, then the first positive full rent value is used as a
    point of comparison. The rental amounts exclude base stop
    amounts, holdover rent and premium rent charges. If either the
    previous or current lease terms are under 12 months, then
    they are excluded from this calculation. If the lease is first
    generation or there is no prior lease for comparison, then it is
    excluded from this calculation.(5)
    
    For the three months ended March 31, 2009, on a
    consolidated basis, the percentage change was 1.1%, 9.8% and
    (2.4)%, respectively, for revenues, expenses and NOI (including
    straight-line rents) and 2.1%, 9.8% and (0.9)%, respectively,
    for revenues, expenses and NOI (excluding straight-line rents).(6)
    
    See Supplemental Earnings Measures above for a
    discussion of same store net operating income and cash-basis
    same store net operating income and a reconciliation of same
    store net operating income and cash-basis same store net
    operating income and net income. 74




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##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk      2009


2010


2011


2012


2013


Thereafter


Total


Fair ValueFixed rate debt(1)

$
49,582


$
961,486


$
142,009


$
379,261


$
540,525


$
307,565


$
2,380,428


$
2,023,360Average interest rate


7.0
%


4.9
%


6.6
%


5.9
%


6.1
%


6.4
%


5.7
%


n/aVariable rate debt(2)

$
188,671


$
415,060


$
146,327


$
62,885


$
21,171


$
27,830


$
861,944


$
820,325Average interest rate


2.0
%


1.4
%


1.4
%


1.5
%


2.7
%


6.3
%


1.8
%


n/aInterest payments

$
7,330


$
53,293


$
11,412


$
23,403


$
33,742


$
21,296


$
150,476



n/a     (1)
    
    Represents 73.4% of all outstanding debt at March 31, 2009.(2)
    
    Represents 26.6% of all outstanding debt at March 31, 2009.      Financial Instruments.
 75




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##### Table of Contents



Maturity DatesJune 30,


September 27,


December 11,


September 4,


November 21,


Notional


FairRelated Derivatives (in thousands)

2009


2009


2009


2010


2011


Amount


ValueInterest Rate Swaps (USD)Notional Amount





$
325,000














$
325,000Receive Floating (%)






US LIBORPay Fixed Rate (%)






2.50
%Fair Market Value (USD)





$
(2,941
)

















$
(2,941
)Notional Amount













$
130,000






$
130,000Receive Floating (%)














US LIBORPay Fixed Rate (%)














2.70
%Fair Market Value (USD)













$
(2,380
)









$
(2,380
)Notional Amount









$
100,000










$
100,000Receive Floating (%)










US LIBORPay Fixed Rate (%)










2.70
%Fair Market Value (USD)









$
(994
)













$
(994
)Foreign Exchange Forward ContractsFX Forward Contract, EuroNotional Amount (USD)

$
160,073


















$
160,073Forward Strike Rate


1.316/30/09 Forward Rate as of 3/31/2009


1.31Fair Market Value (USD)

$
(1,703
)





















$
(1,703
)FX Forward Contract, EuroNotional Amount (USD)

$
153,187


















$
153,187Forward Strike Rate


1.336/30/09 Forward Rate as of 3/31/2009


1.31Fair Market Value (USD)

$
196






















$
196FX Forward Contract, CADNotional Amount (USD)

$
220,111


















$
220,111Forward Strike Rate


1.266/30/09 Forward Rate as of 3/31/2009


1.23Fair Market Value (USD)

$
(624
)





















$
(624
)FX Forward Contract, GBPNotional Amount (USD)

$
62,274


















$
62,274Forward Strike Rate


1.436/30/09 Forward Rate as of 3/31/2009


1.46Fair Market Value (USD)

$
(246
)





















$
(246
)$
1,150,645


$
(8,692
)   International Operations.
   76




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##### Table of Contents



Item 4.
    Controls
    and Procedures    Rule 13a-15(b) Rule 15d-15(b)
   77




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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. 001-13545.
  ExhibitNumber

Description4
.1

$50,000,000 8.00% Fixed Rate Note No. 3 dated
    October 26, 2000, attaching the Parent Guarantee dated
    October 26, 2000 (incorporated by reference to
    Exhibit 4.8 of AMB Property, L.P.s Annual Report on
    Form 10-K
    for the year ended December 31, 2000).4
.2

$25,000,000 8.000% Fixed Rate Note No. 4 dated
    October 26, 2000 attaching the Parent Guarantee dated
    October 26, 2000 (incorporated by reference to
    Exhibit 4.9 of AMB Property, L.P.s Annual Report on
    Form 10-K
    for the year ended December 31, 2000).31
.1

Rule 13a-14(a)/15d-14(a)
    Certifications dated May 14, 2009.32
.1

18 U.S.C. § 1350 Certifications dated May 14,
    2009. 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.  78




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##### Table of Contents



SIGNATURES
    By: AMB Property Corporation,
    its general partner
  By:
    /s/  Hamid
    R. Moghadam  Chairman of the Board 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)
   79