##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, 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
    September 30, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   001-13545  001-14245
   AMB Property
    Corporation
 AMB Property, L.P.
 (Exact Name of Registrant as
    Specified in Its Charter)
   Maryland (AMB Property Corporation)
    Delaware (AMB Property, L.P.)

94-3281941
    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)
    AMB Property Corporation


Yes þ     No oAMB Property, L.P.


Yes þ     No o   Regulation S-T o o
  12b-2
    Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o    Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   Rule 12b-2
  AMB Property Corporation


Yes o     No þAMB Property, L.P.


Yes o     No þ




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##### Table of Contents





EXPLANATORY
    NOTE
  Form 10-Q
  day-to-day
  Form 10-Q
  
    enhancing investors understanding of the parent company
    and the operating partnership by enabling investors to view the
    business as a whole in the same manner as management views and
    operates the business;
    eliminating duplicative disclosure and providing a more
    streamlined and readable presentation since a substantial
    portion of the companys disclosure applies to both the
    parent company and the operating partnership; and
    creating time and cost efficiencies through the preparation of
    one combined report instead of two separate reports.




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##### Table of Contents




    consolidated financial statements;
    the following notes to the consolidated financial statements:  
    Debt;
    Noncontrolling Interests; and
    Stockholders Equity of the Parent Company/Partners
    Capital of the Operating Partnership; and  
    Liquidity and Capital Resources in the Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Rule 13a-15 Rule 15d-15




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##### 



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


Financial Statements of AMB Property Corporation
    (unaudited)Consolidated Balance Sheets as of
    September 30, 2009 and December 31, 2008


1Consolidated Statements of Operations for the
    Three and Nine Months Ended September 30, 2009 and 2008


2Consolidated Statement of Equity for the Nine
    Months Ended September 30, 2009


3Consolidated Statements of Cash Flows for the
    Nine Months Ended September 30, 2009
    and 2008


4Financial Statements of AMB Property, L.P.
    (unaudited)Consolidated Balance Sheets as of
    September 30, 2009 and December 31, 2008


5Consolidated Statements of Operations for the
    Three and Nine Months Ended September 30, 2009 and 2008


6Consolidated Statement of Capital for the Nine
    Months Ended September 30, 2009


7Consolidated Statements of Cash Flows for the
    Nine Months Ended September 30, 2009
    and 2008


8Notes to Consolidated Financial Statements of AMB
    Property Corporation and
    AMB Property, L.P.


9Item 2.


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


49Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


93Item 4.


Controls and Procedures (AMB Property
    Corporation)


95Controls and Procedures (AMB Property, L.P.)


95PART II. OTHER INFORMATIONItem 1.


Legal Proceedings


96Item 1A.


Risk Factors


96Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


96Item 3.


Defaults Upon Senior Securities


96Item 4.


Submission of Matters to a Vote of Security
    Holders (AMB Property Corporation)


96Item 5.


Other Information


96Item 6.


Exhibits


96EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART I  Item 1.
    Financial
    Statements of AMB Property Corporation  AMB
    PROPERTY CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
 As of
    September 30, 2009 and December 31, 2008
  September 30,


December 31,2009


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

$
1,284,333


$
1,108,193Land held for development


658,483



677,028Buildings and improvements


4,229,302



3,525,871Construction in progress


412,719



1,292,764Total investments in properties


6,584,837



6,603,856Accumulated depreciation and amortization


(1,062,681
)


(970,737
)Net investments in properties


5,522,156



5,633,119Investments in unconsolidated joint ventures


459,612



431,322Properties held for sale or contribution, net


348,349



609,023Net investments in real estate


6,330,117



6,673,464Cash and cash equivalents


174,651



223,936Restricted cash


26,045



27,295Accounts receivable, net of allowance for doubtful accounts of
    $11,984 and $10,682, respectively


135,164



160,528Deferred financing costs, net


18,618



25,277Other assets


188,671



191,148Total assets

$
6,873,266


$
7,301,648LIABILITIES AND EQUITYLiabilities:Debt:Secured debt

$
1,398,212


$
1,522,571Unsecured senior debt


871,379



1,153,926Unsecured credit facilities


510,951



920,850Other debt


391,459



392,838Total debt


3,172,001



3,990,185Security deposits


52,576



59,093Dividends payable


45,198



3,395Accounts payable and other liabilities


253,311



282,771Total liabilities


3,523,086



4,335,444Commitments and contingencies (Note 15)Equity:Stockholders equity:Series L preferred stock, cumulative, redeemable,
    $.01 par value, 2,300,000 shares authorized and
    2,000,000 issued and outstanding, $50,000 liquidation preference


48,017



48,017Series M preferred stock, cumulative, redeemable,
    $.01 par value, 2,300,000 shares authorized and
    2,300,000 issued and outstanding, $57,500 liquidation preference


55,187



55,187Series O preferred stock, cumulative, redeemable,
    $.01 par value, 3,000,000 shares authorized and
    3,000,000 issued and outstanding, $75,000 liquidation preference


72,127



72,127Series P preferred stock, cumulative, redeemable,
    $.01 par value, 2,000,000 shares authorized and
    2,000,000 issued and outstanding, $50,000 liquidation preference


48,081



48,081Common stock, $.01 par value, 500,000,000 shares
    authorized, 146,307,353 and 98,469,872 issued and outstanding,
    respectively


1,459



981Additional paid-in capital


2,699,709



2,241,802Retained (deficit) earnings


(14,871
)


26,869Accumulated other comprehensive income


15,334



22,043Total stockholders equity


2,925,043



2,515,107Noncontrolling interests:Joint venture partners


285,108



293,367Preferred unitholders


77,561



77,561Limited partnership unitholders


62,468



80,169Total noncontrolling interests


425,137



451,097Total equity


3,350,180



2,966,204Total liabilities and equity

$
6,873,266


$
7,301,648    1




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##### Table of Contents



AMB
    PROPERTY CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 For the
    Three and Nine Months Ended September 30, 2009 and
    2008
  For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2009


2008


2009


2008(Unaudited, Dollars in thousands, except per


(Unaudited, Dollars in thousands, except pershare amounts)


share amounts)REVENUESRental revenues

$
149,649


$
148,975


$
443,852


$
474,440Private capital revenues


7,886



9,502



27,376



60,838Total revenues


157,535



158,477



471,228



535,278COSTS AND EXPENSESProperty operating costs


(26,415
)


(24,912
)


(79,852
)


(74,594
)Real estate taxes


(20,206
)


(18,277
)


(59,586
)


(60,638
)Depreciation and amortization


(47,166
)


(45,799
)


(128,133
)


(126,001
)General and administrative


(27,156
)


(34,413
)


(83,836
)


(103,323
)Restructuring charges










(3,824
)


Fund costs


(240
)


(312
)


(824
)


(919
)Real estate impairment losses










(174,410
)


Other expenses


(3,049
)


1,088



(8,070
)


1,926Total costs and expenses


(124,232
)


(122,625
)


(538,535
)


(363,549
)OTHER INCOME AND EXPENSESDevelopment profits, net of taxes


1,220



28,026



34,506



76,248Gains from sale or contribution of real estate interests, net














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


3,257



5,372



7,507



14,359Other income (expenses)


4,941



(4,238
)


6,498



(63
)Interest expense, including amortization


(28,855
)


(33,303
)


(90,843
)


(100,835
)Total other income and expenses, net


(19,437
)


(4,143
)


(42,332
)


9,676Income (loss) from continuing operations


13,866



31,709



(109,639
)


181,405Discontinued operations:Income attributable to discontinued operations


1,162



3,040



1,641



8,232Development profits, net of taxes


53,002







53,002



Gains (losses) from sale of real estate interests, net of taxes


8,434



(12
)


37,138



2,865Total discontinued operations


62,598



3,028



91,781



11,097Net income (loss)


76,464



34,737



(17,858
)


192,502Noncontrolling interests share of net income:Joint venture partners share of net income


(6,058
)


(4,194
)


(8,829
)


(29,881
)Joint venture partners and limited partnership
    unitholders share of development profits


(1,388
)


(1,090
)


(2,445
)


(7,204
)Preferred unitholders


(1,431
)


(1,431
)


(4,295
)


(4,295
)Limited partnership unitholders


(447
)


129



3,543



(3,020
)Total noncontrolling interests share of net income


(9,324
)


(6,586
)


(12,026
)


(44,400
)Net income (loss) atrributable to AMB Property Corporation


67,140



28,151



(29,884
)


148,102Preferred stock dividends


(3,952
)


(3,952
)


(11,856
)


(11,856
)Allocation to participating securities


(398
)


(471
)


(773
)


(1,412
)Net income (loss) available to common stockholders

$
62,790


$
23,728


$
(42,513
)

$
134,834Basic income (loss) per common share attributable to AMB
    Property CorporationIncome (loss) from continuing operations (after preferred stock
    dividends)

$
0.04


$
0.21


$
(0.98
)

$
1.30Discontinued operations


0.39



0.03



0.65



0.09Net income (loss) available to common stockholders

$
0.43


$
0.24


$
(0.33
)

$
1.39Diluted income (loss) per common share attributable to AMB
    Property CorporationIncome (loss) from continuing operations (after preferred stock
    dividends)

$
0.04


$
0.21


$
(0.98
)

$
1.27Discontinued operations


0.39



0.03



0.65



0.09Net income (loss) available to common stockholders

$
0.43


$
0.24


$
(0.33
)

$
1.36WEIGHTED AVERAGE COMMON SHARES OUTSTANDINGBasic


145,332,050



97,149,079



129,859,647



97,339,577Diluted


145,658,847



98,832,143



129,859,647



99,267,978    2




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##### Table of Contents



AMB
    PROPERTY CORPORATIONCONSOLIDATED STATEMENT OF EQUITY
    For the Nine Months Ended September 30, 2009
    (Unaudited, Dollars in thousands)
  AccumulatedCommon Stock


Additional


Retained


OtherPreferred


Number





Paid-in


Earnings


Comprehensive


NoncontrollingStock


of Shares


Amount


Capital


(Deficit)


Income (Loss)


Interests


TotalBalance as of December 31, 2008

$
223,412



98,469,872


$
981


$
2,241,802


$
26,869


$
22,043


$
451,097


$
2,966,204Net income (loss)


11,856















(41,740
)






12,026Unrealized gain on securities and derivatives






















3,572



Currency translation adjustment






















(10,281
)


Total comprehensive loss






























(24,567
)Contributions


























10,017



10,017Distributions and allocations


























(25,457
)


(25,457
)Issuance of common stock, net






47,437,500



474



551,851















552,325Stock-based compensation amortization and issuance of restricted
    stock, net






382,976



4



16,485















16,489Exercise of stock options






23,213







384















384Conversion and redemption of partnership units






46,063







1,055











(1,166
)


(111
)Repurchase of noncontrolling interest














(859
)










(8,909
)


(9,768
)Forfeiture of restricted stock






(52,271
)






(808
)














(808
)Reallocation of partnership interest














12,471











(12,471
)


Dividends ($0.84 per share)


(11,856
)










(122,672
)














(134,528
)Balance as of September 30, 2009

$
223,412



146,307,353


$
1,459


$
2,699,709


$
(14,871
)

$
15,334


$
425,137


$
3,350,180    3




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##### Table of Contents



AMB
    PROPERTY CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 For the
    Nine Months Ended September 30, 2009 and 2008
  2009


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

$
(17,858
)

$
192,502Adjustments to net (loss) income:Straight-line rents and amortization of lease intangibles


(6,903
)


(9,050
)Depreciation and amortization


128,133



126,001Real estate impairment losses


174,410



Foreign exchange losses (gains)


5,607



(66
)Stock-based compensation amortization


16,489



16,741Equity in earnings of unconsolidated joint ventures


(7,507
)


(14,359
)Operating distributions received from unconsolidated joint
    ventures


7,232



24,913Gains from sale or contribution of real estate interests, net






(19,967
)Development profits, net of taxes


(34,506
)


(76,248
)Debt premiums, discounts and finance cost amortization, net


9,291



6,456Discontinued operations:Depreciation and amortization


1,877



3,553Real estate impairment losses


7,443



Development profits, net of taxes


(53,002
)


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


(37,138
)


(2,865
)Changes in assets and liabilities:Accounts receivable and other assets


17,479



(14,410
)Accounts payable and other liabilities


(2,808
)


6,830Net cash provided by operating activities


208,239



240,031CASH FLOWS FROM INVESTING ACTIVITIESChange in restricted cash


(8,916
)


3,305Cash paid for property acquisitions






(185,153
)Additions to land, buildings, development costs, building
    improvements and lease costs


(337,237
)


(768,440
)Net proceeds from divestiture of real estate and securities


449,703



403,637Additions to interests in unconsolidated joint ventures


(5,051
)


(51,601
)Repayment of mortgage and loan receivables






81,494Purchase of noncontrolling interest


(8,968
)


Capital distributions received from unconsolidated joint ventures


5,367



27,055Cash transferred to unconsolidated joint ventures


(357
)


(16,848
)Repayments from (loans made to) affiliates


3,631



(73,480
)Purchase of equity interests, net






(60,330
)Net cash provided by (used in) investing activities


98,172



(640,361
)CASH FLOWS FROM FINANCING ACTIVITIESRedemption of partnership units


(323
)


Issuance of common stock, net


552,325



Proceeds from stock option exercises


384



4,213Repurchase and retirement of common stock






(87,696
)Borrowings on secured debt


65,352



518,828Payments on secured debt


(100,889
)


(197,861
)Borrowings on other debt






525,000Payments on other debt


(1,380
)


(202,046
)Borrowings on unsecured credit facilities


507,786



1,377,720Payments on unsecured credit facilities


(924,118
)


(1,409,412
)Payment of financing fees


(4,914
)


(6,145
)Net proceeds from issuances of senior debt






325,000Payments on senior debt


(283,520
)


(175,000
)Issuance costs on preferred stock






(10
)Contributions from joint venture partners


9,426



9,023Dividends paid to common and preferred stockholders


(92,270
)


(163,081
)Distributions to noncontrolling interests, including preferred
    units


(17,054
)


(63,563
)Net cash (used in) provided by financing activities


(289,195
)


454,970Net effect of exchange rate changes on cash


(66,501
)


11,068Net (decrease) increase in cash and cash equivalents


(49,285
)


65,708Cash and cash equivalents at beginning of period


223,936



220,224Cash and cash equivalents at end of period

$
174,651


$
285,932SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid for interest, net of capitalized interest

$
86,477


$
98,096Non-cash transactions:Acquisition of properties

$



$
227,617Assumption of secured debt






(20,203
)Assumption of other assets and liabilities






(14,872
)Acquisition capital






(7,389
)Net cash paid for property acquisitions

$



$
185,153Contribution of properties to unconsolidated joint ventures, net

$
41,379


$
114,035    4




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##### Table of Contents



Item 1.
    Financial
    Statements of AMB Property, L.P.  AMB
    PROPERTY, L.P.CONSOLIDATED BALANCE SHEETS
    As of September 30, 2009 and December 31,
    2008
  September 30,


December 31,2009


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

$
1,284,333


$
1,108,193Land held for development


658,483



677,028Buildings and improvements


4,229,302



3,525,871Construction in progress


412,719



1,292,764Total investments in properties


6,584,837



6,603,856Accumulated depreciation and amortization


(1,062,681
)


(970,737
)Net investments in properties


5,522,156



5,633,119Investments in unconsolidated joint ventures


459,612



431,322Properties held for sale or contribution, net


348,349



609,023Net investments in real estate


6,330,117



6,673,464Cash and cash equivalents


174,651



223,936Restricted cash


26,045



27,295Accounts receivable, net of allowance for doubtful accounts of
    $11,984 and $10,682, respectively


135,164



160,528Deferred financing costs, net


18,618



25,277Other assets


188,671



191,148Total assets

$
6,873,266


$
7,301,648LIABILITIES AND CAPITALLiabilities:Debt:Secured debt

$
1,398,212


$
1,522,571Unsecured senior debt


871,379



1,153,926Unsecured credit facilities


510,951



920,850Other debt


391,459



392,838Total debt


3,172,001



3,990,185Security deposits


52,576



59,093Distributions payable


45,198



3,395Accounts payable and other liabilities


253,311



282,771Total liabilities


3,523,086



4,335,444Commitments and contingencies (Note 15)Capital:Partners capital:General partner, 146,077,942 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


2,925,043



2,515,107Limited partners, 2,121,428 and 2,180,809 units
    outstanding, respectively


39,235



50,831Total partners capital


2,964,278



2,565,938Noncontrolling interests:Joint venture partners


285,108



293,367Preferred unitholders


77,561



77,561Class B limited partnership unitholders


23,233



29,338Total noncontrolling interests


385,902



400,266Total capital


3,350,180



2,966,204Total liabilities and capital

$
6,873,266


$
7,301,648    5




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##### Table of Contents



AMB
    PROPERTY, L.P.CONSOLIDATED STATEMENTS OF OPERATIONS
    For the Three and Nine Months Ended September 30, 2009 and
    2008
  For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2009


2008


2009


2008(Unaudited, Dollars in thousands, except per unit


(Unaudited, Dollars in thousands, except per unitamounts)


amounts)REVENUESRental revenues

$
149,649


$
148,975


$
443,852


$
474,440Private capital revenues


7,886



9,502



27,376



60,838Total revenues


157,535



158,477



471,228



535,278COSTS AND EXPENSESProperty operating expenses


(26,415
)


(24,912
)


(79,852
)


(74,594
)Real estate taxes


(20,206
)


(18,277
)


(59,586
)


(60,638
)Depreciation and amortization


(47,166
)


(45,799
)


(128,133
)


(126,001
)General and administrative


(27,156
)


(34,413
)


(83,836
)


(103,323
)Restructuring charges










(3,824
)


Fund costs


(240
)


(312
)


(824
)


(919
)Real estate impairment losses










(174,410
)


Other expenses


(3,049
)


1,088



(8,070
)


1,926Total costs and expenses


(124,232
)


(122,625
)


(538,535
)


(363,549
)OTHER INCOME AND EXPENSESDevelopment profits, net of taxes


1,220



28,026



34,506



76,248Gains from sale or contribution of real estate interests, net














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


3,257



5,372



7,507



14,359Other income (expenses)


4,941



(4,238
)


6,498



(63
)Interest expense, including amortization


(28,855
)


(33,303
)


(90,843
)


(100,835
)Total other income and expenses, net


(19,437
)


(4,143
)


(42,332
)


9,676Income (loss) from continuing operations


13,866



31,709



(109,639
)


181,405Discontinued operations:Income attributable to discontinued operations


1,162



3,040



1,641



8,232Development profits, net of taxes


53,002







53,002



Gains (losses) from sale of real estate interests, net of taxes


8,434



(12
)


37,138



2,865Total discontinued operations


62,598



3,028



91,781



11,097Net income (loss)


76,464



34,737



(17,858
)


192,502Noncontrolling interests share of net income:Joint venture partners share of net income


(6,058
)


(4,194
)


(8,829
)


(29,881
)Joint venture partners share of development profits














(4,409
)Preferred unitholders


(1,431
)


(1,431
)


(4,295
)


(4,295
)Class B limited partnership unitholders


(673
)


44



402



(800
)Total noncontrolling interests share of net income


(8,162
)


(5,581
)


(12,722
)


(39,385
)Net income (loss) attributable to AMB Property, L.P.


68,302



29,156



(30,580
)


153,117Series L, M, O and P preferred unit distributions


(3,952
)


(3,952
)


(11,856
)


(11,856
)Allocation to participating securities


(401
)


(471
)


(773
)


(1,412
)Net income (loss) available to common unitholders

$
63,949


$
24,733


$
(43,209
)

$
139,849Income (loss) available to common unitholders attributable
    to:General partner

$
62,790


$
23,728


$
(42,513
)

$
134,834Limited partners


1,159



1,005



(696
)


5,015Net income (loss) available to common unitholders

$
63,949


$
24,733


$
(43,209
)

$
139,849Basic income (loss) per common unit attributable to AMB
    Property, L.P.Income (loss) from continuing operations (after preferred unit
    distributions)

$
0.03


$
0.21


$
(0.99
)

$
1.28Discontinued operations


0.40



0.03



0.66



0.10Net income (loss) available to common unitholders

$
0.43


$
0.24


$
(0.33
)

$
1.38Diluted income (loss) per common unit attributable to AMB
    Property, L.P.Income (loss) from continuing operations (after preferred unit
    distributions)

$
0.03


$
0.21


$
(0.99
)

$
1.26Discontinued operations


0.40



0.03



0.66



0.09Net income (loss) available to common unitholders

$
0.43


$
0.24


$
(0.33
)

$
1.35WEIGHTED AVERAGE COMMON UNITS OUTSTANDINGBasic


147,505,288



101,119,207



132,037,394



101,312,811Diluted


147,832,085



102,802,271



132,037,394



103,241,212    6




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##### Table of Contents



AMB
    PROPERTY, L.P.CONSOLIDATED STATEMENT OF CAPITAL
    For the Nine Months Ended September 30, 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


$
2,966,204Net (loss) income






11,856







(41,740
)






(696
)


12,722Unrealized gain on securities and derivatives














3,572











Currency translation adjustment














(10,281
)










Total comprehensive loss






























(24,567
)Contributions


























10,017



10,017Distributions and allocations






















(1,825
)


(23,632
)


(25,457
)Issuance of common units










47,437,500



552,325















552,325Stock-based compensation amortization and issuance of common
    limited partnership units in connection with the issuance of
    restricted stock and options










382,976



16,489















16,489Issuance of common limited partnership units in connection with
    the exercise of stock options










23,213



384















384Conversion of operating partnership units to common stock and
    cash redemption










46,063



1,055



(59,381
)


(1,166
)






(111
)Repurchase of noncontrolling interest














(859
)










(8,909
)


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










(52,271
)


(808
)














(808
)Reallocation of interests














12,471







(7,909
)


(4,562
)


Distributions ($0.84 per unit)






(11,856
)






(122,672
)














(134,528
)Balance as of September 30, 2009


9,300,000


$
223,412



146,077,942


$
2,701,631



2,121,428


$
39,235


$
385,902


$
3,350,180    7




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##### Table of Contents



AMB
    PROPERTY, L.P.CONSOLIDATED STATEMENTS OF CASH FLOWS
    For the Nine Months Ended September 30, 2009 and
    2008
  2009


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

$
(17,858
)

$
192,502Adjustments to net (loss) income:Straight-line rents and amortization of lease intangibles


(6,903
)


(9,050
)Depreciation and amortization


128,133



126,001Real estate impairment losses


174,410



Foreign exchange losses (gains)


5,607



(66
)Stock-based compensation amortization


16,489



16,741Equity in earnings of unconsolidated joint ventures


(7,507
)


(14,359
)Operating distributions received from unconsolidated joint
    ventures


7,232



24,913Gains from sale or contribution of real estate interests, net






(19,967
)Development profits, net of taxes


(34,506
)


(76,248
)Debt premiums, discounts and finance cost amortization, net


9,291



6,456Discontinued operations:Depreciation and amortization


1,877



3,553Real estate impairment losses


7,443



Development profits, net of taxes


(53,002
)Gains from sale of real estate interests, net of taxes


(37,138
)


(2,865
)Changes in assets and liabilities:Accounts receivable and other assets


17,479



(14,410
)Accounts payable and other liabilities


(2,808
)


6,830Net cash provided by operating activities


208,239



240,031CASH FLOWS FROM INVESTING ACTIVITIESChange in restricted cash


(8,916
)


3,305Cash paid for property acquisitions






(185,153
)Additions to land, buildings, development costs, building
    improvements and lease costs


(337,237
)


(768,440
)Net proceeds from divestiture of real estate and securities


449,703



403,637Additions to interests in unconsolidated joint ventures


(5,051
)


(51,601
)Repayment of mortgage and loan receivables






81,494Purchase of noncontrolling interest


(8,968
)


Capital distributions received from unconsolidated joint ventures


5,367



27,055Cash transferred to unconsolidated joint ventures


(357
)


(16,848
)Repayments from (loans made to) affiliates


3,631



(73,480
)Purchase of equity interests, net






(60,330
)Net cash provided by (used in) investing activities


98,172



(640,361
)CASH FLOWS FROM FINANCING ACTIVITIESRedemption of partnership units


(323
)


Issuance of common units, net


552,325



Proceeds from stock option exercises


384



4,213Repurchase and retirement of common units






(87,696
)Borrowings on secured debt


65,352



518,828Payments on secured debt


(100,889
)


(197,861
)Borrowings on other debt






525,000Payments on other debt


(1,380
)


(202,046
)Borrowings on unsecured credit facilities


507,786



1,377,720Payments on unsecured credit facilities


(924,118
)


(1,409,412
)Payment of financing fees


(4,914
)


(6,145
)Net proceeds from issuances of senior debt






325,000Payments on senior debt


(283,520
)


(175,000
)Issuance costs on preferred units






(10
)Contributions from joint venture partners


9,426



9,023Distributions paid to partners


(94,083
)


(163,081
)Distributions to noncontrolling interests, including preferred
    units


(15,241
)


(63,563
)Net cash (used in) provided by financing activities


(289,195
)


454,970Net effect of exchange rate changes on cash


(66,501
)


11,068Net (decrease) increase in cash and cash equivalents


(49,285
)


65,708Cash and cash equivalents at beginning of period


223,936



220,224Cash and cash equivalents at end of period

$
174,651


$
285,932SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid for interest, net of capitalized interest

$
86,477


$
98,096Non-cash transactions:Acquisition of properties

$



$
227,617Assumption of secured debt






(20,203
)Assumption of other assets and liabilities






(14,872
)Acquisition capital






(7,389
)Net cash paid for property acquisitions

$



$
185,153Contribution of properties to unconsolidated joint ventures, net

$
41,379


$
114,035    8




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 September 30, 2009
 (Unaudited)
  1.
    Organization
    and Formation of the Parent Company and the Operating
    Partnership    ® ® and/or and/or
         9




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND 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 Company owned or partially owned approximately
    131.8 million square feet (principally, warehouse
    distribution buildings) that were 91.0% leased; the Company had
    investments in 22 development projects, which are expected to
    total approximately 6.8 million square feet upon
    completion; and the Company owned 35 projects, totaling
    approximately 10.0 million square feet, which are available
    for sale or contribution;
    through non-managed unconsolidated joint ventures, the Company
    had investments in 46 industrial operating properties, totaling
    approximately 7.4 million square feet; and
    the Company held approximately 0.1 million square feet
    through a ground lease, which is the location of the
    Companys global headquarters.  2.
    Interim
    Financial Statements    Form 10-K
  Use of Estimates.
  Reclassifications.
  Investments in Real Estate.
  Real Estate Impairment Losses.
 10




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  lease-up
  Investments in Unconsolidated Joint
    Ventures.
  Derivatives and Hedging Activities.
  Comprehensive Income (Loss).
  International Operations.
 11




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill and Intangible Assets.
  Fair Value of Financial Instruments. Derivatives and Hedging Activities
  New Accounting Pronouncements.
    Level 1.
  Level 2.
  Level 3.
 12




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  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   Fair
    Value Measurements on a Recurring or Nonrecurring Basis as of
    September 30, 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)

$



$



$
652,227


$
652,227Deferred compensation plan


20,198











20,198Derivative assets






380







380Investment securities(2)


2,361











2,361Liabilities:Derivative liabilities

$



$
3,393


$



$
3,393Deferred compensation plan


20,198











20,198     (1)
    
    Represents certain real estate assets on a consolidated basis,
    that are marked to their fair values at September 30, 2009,
    as a result of real estate impairment losses, net of recoveries
    in value as discussed in Note 2.(2)
    
    The fair value at September 30, 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 nine months ended September 30, 2009.     13




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    ,
        3.
    Impairment
    and Restructuring Charges       14




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          4.
    Development
    Activity     15




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND 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.
    Gains from Sale or Contribution of Real Estate Interests,
    Net.
  Properties Held for Sale or Contribution,
    Net. development-for-sale
  15-20%.
   16




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##### Table of Contents



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


For the Nine MonthsEnded September 30,


Ended September 30,2009


2008


2009


2008Rental revenues

$
1,830


$
5,162


$
14,039


$
15,390Straight-line rents and amortization of lease intangibles


24



73



321



(2
)Property operating expenses


(388
)


(934
)


(1,906
)


(2,548
)Real estate taxes


(235
)


(540
)


(1,646
)


(1,594
)Depreciation and amortization


(69
)


(1,190
)


(1,877
)


(3,553
)General and administrative






(2
)


(9
)


(40
)Real estate impairment losses










(7,443
)


Other income and expenses, net






9



(30
)


49Interest, including amortization






462



192



530Income attributable to discontinued operations before
    noncontrolling interests


1,162



3,040



1,641



8,232Development profits, net of taxes


53,002







53,002



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


8,434



(12
)


37,138



2,865Discontinued operations attributable to the Parent Company and
    the Operating Partnership

$
62,598


$
3,028


$
91,781


$
11,097 17




---



##### Table of Contents



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


For the Nine MonthsEnded September 30,


Ended September 30,2009


2008


2009


2008Parent Company:Discontinued operations

$
62,598


$
3,028


$
91,781


$
11,097Noncontrolling interests:Joint venture partners and limited partnership
    unitholders share of loss (income) attributable to
    discontinued operations


(7
)


(282
)


(43
)


(1,256
)Joint venture partners and limited partnership
    unitholders share of development profits attributable to
    discontinued operations


(1,357
)






(1,357
)


Joint venture partners and limited partnership
    unitholders share of gains from sale of real estate
    interests, net of taxes


(4,390
)






(7,874
)


(674
)Income from discontinued operations attributable to the Parent
    Company

$
56,844


$
2,746


$
82,507


$
9,167Operating Partnership:Discontinued operations

$
62,598


$
3,028


$
91,781


$
11,097Noncontrolling interests:Joint venture partners share of loss (income) attributable
    to discontinued operations


24



(170
)


(1
)


(974
)Joint venture partners share of loss from sale of real
    estate interests, net of taxes


(2,891
)






(5,713
)


(255
)Income from discontinued operations attributable to the
    Operating Partnership

$
59,731


$
2,858


$
86,067


$
9,868       September 30,


December 31,2009


2008Accounts receivable, deferred financing costs and other assets

$
424


$
572Secured debt

$
1,979


$
1,923Accounts payable and other liabilities

$
3,682


$
   6.
    Debt of
    the Parent Company   18




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Secured
    Debt Guarantees
    Unsecured
    Senior Debt Guarantees
    Other
    Debt Guarantees
    Unsecured
    Credit Facility Guarantees
           19




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      7.
    Debt of
    the Operating Partnership    September 30,


December 31,2009


2008Wholly-owned secured debt, varying interest rates from 0.7% to
    9.0%, due December 2009 to November 2015 (weighted average
    interest rates of 3.5% and 3.7% at September 30, 2009 and
    December 31, 2008, respectively)

$
616,286


$
715,640Consolidated joint venture secured debt, varying interest rates
    from 1.1% to 9.4%, due October 2009 to November 2022 (weighted
    average interest rates of 4.9% and 4.8% at September 30,
    2009 and December 31, 2008, respectively)


783,153



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 6.4% and 6.0% at September 30, 2009 and
    December 31, 2008, respectively)


878,972



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 September 30, 2009 and
    December 31, 2008, respectively)


391,459



392,838Unsecured credit facilities, variable interest rate, due June
    2010 and July 2011 (weighted average interest rates of 0.8% and
    2.2% at September 30, 2009 and December 31, 2008,
    respectively)


510,951



920,850Total debt before unamortized net discounts


3,180,821



3,999,938Unamortized net discounts


(8,820
)


(9,753
)Total consolidated debt

$
3,172,001


$
3,990,185   Wholly-owned
    and Consolidated Joint Venture Secured Debt
   20




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Unsecured
    Senior Debt
          Other
    Debt
     21




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Unsecured
    Credit Facilities
         22




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             23




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Consolidated JointWholly-Owned


VentureUnsecured











TotalSenior


Credit


Other


Secured


Secured


Other


ConsolidatedDebt


Facilities(1)


Debt


Debt


Debt


Debt


Debt2009

$



$



$
11,212


$
110,171


$
38,583


$



$
159,9662010


75,000



393,555



325,941
(2)


425,870



116,198







1,336,5642011


75,000



117,396



1,014



15,516



108,474







317,4002012










1,093



28,126



387,102



50,000



466,3212013


491,480







919



19,927



49,938







562,2642014










616



405



6,481







7,5022015


112,492







664



16,271



17,610







147,0372016


















16,231







16,2312017


















1,272







1,2722018


125,000















1,455







126,455Thereafter


















39,809







39,809Subtotal

$
878,972


$
510,951


$
341,459


$
616,286


$
783,153


$
50,000


$
3,180,821Unamortized net discount


(7,593
)










(1,012
)


(215
)






(8,820
)Total

$
871,379


$
510,951


$
341,459


$
615,274


$
782,938


$
50,000


$
3,172,001     (1)
    
    Represents three credit facilities with total capacity of
    approximately $1.6 billion. Includes $45.5 million of
    U.S. dollar borrowings, as well as $294.6 million,
    $90.7 million, $53.4 million and $26.7 million in
    Yen, Canadian dollar, Euro and Singapore dollar-based borrowings
    outstanding at September 30, 2009, respectively, translated
    to U.S. dollars using the foreign exchange rates in effect on
    September 30, 2009.(2)
    
    Subsequent to September 30, 2009, the $325.0 million
    term loan was replaced with a $345.0 million term loan,
    which matures in 2012.  8.
    Noncontrolling
    Interests in the Parent Company   24




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Total InvestmentCompanys


in Real Estate


Property Debt


Other DebtCo-investment

Ownership


September 30,


December 31,


September 30,


December 31,


September 30,


December 31,Consolidated Joint Ventures

Venture Partner

Percentage


2009


2008


2009


2008


2009


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

AMB Institutional Alliance REIT II, Inc.


20
%

$
511,558


$
538,906


$
196,280


$
232,856


$
50,000


$
50,000AMB-SGP, L.P.(2)

Industrial JV Pte. Ltd.


50
%


467,250



461,981



337,070



341,855







AMB-AMS,
    L.P.(3)

PMT, SPW and TNO(3)


39
%


158,192



157,034



80,103



83,337







Other Industrial Operating Joint Ventures




89
%


229,203



212,472



33,107



21,544







Other Industrial Development Joint Ventures




61
%


269,711



299,687



136,378



128,501







Total Consolidated Joint Ventures







$
1,635,914


$
1,670,080


$
782,938


$
808,093


$
50,000


$
50,000     (1)
    
    AMB Institutional Alliance Fund II, L.P. is a co-investment
    partnership formed in 2001, comprised of 14 institutional
    investors, which invest through a private real estate investment
    trust, and one third-party limited partner as of
    September 30, 2009.(2)
    
    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.(3)
    
    AMB-AMS,
    L.P. is a co-investment partnership with three Dutch pension
    funds. 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

$
697,411Net income


44,400Contributions


(4,739
)Distributions and allocations


(70,287
)Redemption of partnership units


(6,192
)Contribution of a consolidated interest to an unconsolidated
    joint venture


(206,240
)Reallocation of partnership interest


(2,095
)Balance as of September 30, 2008

$
452,258
  25




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September 30,


December 31,


Redemption/Callable2009


2008


DateJoint venture partners

$
285,108


$
293,367


N/ALimited partners in the Operating Partnership


39,235



50,831


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


23,233



29,338


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


77,561



77,561


February 2012Total noncontrolling interests

$
425,137


$
451,097     For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2009


2008


2009


2008Joint venture partners share of net income

$
6,058


$
4,194


$
8,829


$
29,881Joint venture partners and common limited partners
    share of development profits


899



1,090



1,551



7,204Common limited partners in the Operating Partnerships
    share of net income (loss)


263



(85
)


(2,247
)


2,220Held through AMB Property II, L.P.:Class B common limited partnership units share of
    development profits


489







894



Class B common limited partnership units share of net
    income (loss)


184



(44
)


(1,296
)


800Series D preferred units (liquidation preference of $79,767)


1,431



1,431



4,295



4,295Total noncontrolling interests share of net income

$
9,324


$
6,586


$
12,026


$
44,400   9.
    Noncontrolling
    Interests in the Operating Partnership     26




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Total InvestmentCompanys


in Real Estate


Property Debt


Other DebtCo-investment

Ownership


September 30,


December 31,


September 30,


December 31,


September 30,


December 31,Consolidated Joint Ventures

Venture Partner

Percentage


2009


2008


2009


2008


2009


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

AMB Institutional Alliance REIT II, Inc.


20
%

$
511,558


$
538,906


$
196,280


$
232,856


$
50,000


$
50,000AMB-SGP, L.P.(2)

Industrial JV Pte. Ltd.


50
%


467,250



461,981



337,070



341,855







AMB-AMS,
    L.P.(3)

PMT, SPW and TNO(3)


39
%


158,192



157,034



80,103



83,337







Other Industrial Operating Joint Ventures




89
%


229,203



212,472



33,107



21,544







Other Industrial Development Joint Ventures




61
%


269,711



299,687



136,378



128,501







Total Consolidated Joint Ventures







$
1,635,914


$
1,670,080


$
782,938


$
808,093


$
50,000


$
50,000     (1)
    
    AMB Institutional Alliance Fund II, L.P. is a co-investment
    partnership formed in 2001, comprised of 14 institutional
    investors, which invest through a private real estate investment
    trust, and one third-party limited partner as of
    September 30, 2009.(2)
    
    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.(3)
    
    AMB-AMS,
    L.P. is a co-investment partnership with three Dutch pension
    funds.(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


40,433Contributions


(4,739
)Distributions and allocations


(64,869
)Contribution of a consolidated interest to an unconsolidated
    joint venture


(206,240
)Reallocation of partnership interest


(666
)Balance as of September 30, 2008

$
391,296
  27




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September 30,


December 31,


Redemption/Callable2009


2008


DateJoint venture partners

$
285,108


$
293,367


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


23,233



29,338


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


77,561



77,561


February 2012Total noncontrolling interests

$
385,902


$
400,266     For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2009


2008


2009


2008Joint venture partners share of net income

$
6,058


$
4,194


$
8,829


$
29,881Joint venture partners share of development profits














4,409Held through AMB Property II, L.P.:Class B common limited partnership units share of
    development profits


489







894



Class B common limited partnership units


184



(44
)


(1,296
)


800Series D preferred units (liquidation preference of $79,767)


1,431



1,431



4,295



4,295Total noncontrolling interests share of net income

$
8,162


$
5,581


$
12,722


$
39,385     10.
    Investments
    in Unconsolidated Joint Ventures   28




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         29




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               30




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September 30, 2009CompanysOwnership


Square


September 30,


December 31,Unconsolidated Joint Ventures

Percentage


Feet


2009


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


23
%


36,642,807


$
218,129


$
185,430AMB Europe Fund I, FCP-FIS


21
%


9,235,628



60,942



65,563AMB Japan Fund I, L.P.


20
%


7,263,090



79,949



65,705AMB-SGP Mexico, LLC


22
%


6,331,990



19,392



19,519AMB DFS Fund I, LLC


15
%


1,232,216



17,601



20,663Other Industrial Operating Joint Ventures(1)


51
%


7,418,749



49,802



49,791Total Unconsolidated Joint Ventures(2)






68,124,480


$
445,815


$
406,671     (1)
    
    Other Industrial Operating Joint Ventures includes joint
    ventures between the Company 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 Company
    typically owns
    40-60% of
    these joint ventures.(2)
    
    Through its investment in AMB Property Mexico, the Company held
    equity interests in various other unconsolidated ventures
    totaling approximately $13.8 million and $24.6 million
    as of September 30, 2009 and December 31, 2008,
    respectively.      For the Three Months


For the Three MonthsEnded September 30, 2009


Ended September 30, 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.

$
67,777


$
(19,651
)

$
(369
)

$
(660
)

$
69,480


$
(17,517
)

$
5,859


$
5,859AMB Europe Fund I, FCP-FIS


25,025



(4,913
)


2,547



2,547



28,724



(5,782
)


2,876



2,876AMB Japan Fund I, L.P.


25,197



(5,749
)


3,650



3,650



19,757



(4,321
)


1,621



1,621AMB-SGP Mexico, LLC


10,498



(2,529
)


792
(1)


792
(1)


9,082



(1,541
)


(4,716
)(1)


(4,716
)(1)AMB DFS Fund I, LLC


(32
)


(86
)


(166
)


(166
)


187



(26
)


2,911



2,911Total Co-investment Ventures


128,465



(32,928
)


6,454



6,163



127,230



(29,187
)


8,551



8,551Other Industrial Operating Joint Ventures


8,844



(3,059
)


1,417



1,417



9,611



(2,011
)


1,822



1,822Total Unconsolidated Joint Ventures

$
137,309


$
(35,987
)

$
7,871


$
7,580


$
136,841


$
(31,198
)

$
10,373


$
10,373  31




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##### Table of Contents



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


For the Nine MonthsEnded September 30, 2009


Ended September 30, 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.

$
209,116


$
(58,394
)

$
4,530


$
(4,458
)

$
160,623


$
(41,205
)

$
11,989


$
11,989AMB Europe Fund I, FCP-FIS


72,137



(14,648
)


(6,502
)


(6,502
)


76,752



(14,053
)


4,452



4,452AMB Japan Fund I, L.P.


74,890



(16,891
)


12,115



12,115



54,712



(11,802
)


4,830



4,830AMB-SGP Mexico, LLC


29,778



(5,137
)


2,227
(2)


2,227
(2)


23,462



(3,824
)


(8,590
)(2)


(8,590
)(2)AMB DFS Fund I, LLC


18



(55
)


(2,233
)


(2,233
)


291



(30
)


10,185



10,185Total Co-investment Ventures


385,939



(95,125
)


10,137



1,149



315,840



(70,914
)


22,866



22,866Other Industrial Operating Joint Ventures


27,276



(7,505
)


6,373



6,373



28,899



(6,273
)


19,090



19,090Total Unconsolidated Joint Ventures

$
413,215


$
(102,630
)

$
16,510


$
7,522


$
344,739


$
(77,187
)

$
41,956


$
41,956     (1)
    
    Excludes $3.9 million and $3.4 million of interest
    expense on loans from co-investment venture partners for the
    three months ended September 30, 2009 and 2008,
    respectively.(2)
    
    Excludes $11.5 million and $9.4 million of interest
    expense on loans from co-investment venture partners for the
    nine months ended September 30, 2009 and 2008, respectively.  11.
    Stockholders
    Equity of the Parent Company  one-for-one
   32




---



##### Table of Contents



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

$
2,763,952Net income


148,102Unrealized loss on securities


(3,262
)Unrealized loss on derivatives


(147
)Foreign currency translation adjustments


2,792Total comprehensive income


147,485Stock-based compensation amortization and issuance of restricted
    stock, net


16,741Exercise of stock options


4,213Conversion of partnership units


15,585Repurchases of common stock


(87,696
)Forfeiture of restricted stock


(1,521
)Reallocation of partnership interest


2,095Offering costs


(10
)Dividends


(164,557
)Balance as of September 30, 2008

$
2,696,287     For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,Paying Entity

Security

2009


2008


2009


2008AMB Property Corporation

Common stock

$
0.280


$
0.520


$
0.840


$
1.560AMB Property Corporation

Series L preferred stock

$
0.406


$
0.406


$
1.219


$
1.219AMB Property Corporation

Series M preferred stock

$
0.422


$
0.422


$
1.266


$
1.266AMB Property Corporation

Series O preferred stock

$
0.438


$
0.438


$
1.313


$
1.313AMB Property Corporation

Series P preferred stock

$
0.428


$
0.428


$
1.284


$
1.284    33




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##### Table of Contents



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


Expected Volatility


Risk-free Interest Rate


Weighted Average


Weighted AverageWeighted




Weighted




Weighted


Expected Life


Grant DateFor the Quarter 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


$
3.19June 30, 2009

6.0% - 6.3%


6.3
%

46.3% - 47.0%


47.0
%

1.9% - 2.9%


2.8
%


7.8


$
4.56September 30, 2009

6.3%


6.3
%

47.9%


47.9
%

2.5%


2.5
%


5.0


$
5.09Weighted Average

6.0% - 7.0%


7.0
%

40.1% - 47.9%


42.4
%

1.4% - 2.9%


1.8
%


6.2


$
3.26     12.
    Partners
    Capital of the Operating Partnership  one-for-one
 34




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        
    The Operating Partnership determined that settlement in the
    Parent Companys stock is equivalent to settlement in
    equity of the Operating Partnership. The Parent Companys
    only significant asset is its interest in the Operating
    Partnership and the Parent Company conducts substantially all of
    its business through the Operating Partnership. The Parent
    Companys stock is the economic equivalent of the Operating
    Partnerships corresponding units. The Company has
    concluded that a redemption and issuance of shares in exchange
    for units does not represent a delivery of assets.
    In accordance with the guidance for Contracts in Entitys
    Own Equity, the Operating Partnership, as the issuer of the
    units, controls the settlement options of the redemption of the
    units (shares or cash). Pursuant to an assignment agreement, the
    Parent Company has transferred to the Operating Partnership the
    right to elect to acquire some or all of any tendered units from
    the tendering partner in exchange for stock of the Parent
    Company. The unitholder has no control over whether it receives
    cash or Parent Company stock. There are no factors outside the
    issuers control that could impact those settlement options
    and there are no provisions that could require cash settlement
    upon redemption of units. The Operating Partnership units that
    are held by the Parent Company are redeemable only to maintain
    the 1:1 ratio of outstanding shares of the Parent Company to the
    outstanding units of the Operating Partnership and to facilitate
    the transfer of cash to the Parent Company from the Operating
    Partnership upon redemption of Parent Company stock. The Parent
    Company and the Operating Partnership are structured and
    operated as one interrelated, consolidated business under a
    single management. The decision to pay cash or have the Parent
    Company issue registered or unregistered shares of stock is made
    by a single management team acting for both the Operating
    Partnership and the Parent Company and causing the entities to
    act in concert.
    Management has concluded that there is no conflict in fiduciary
    duty or interest with respect to the decision to settle a
    redemption request in cash or common shares of the Parent
    Company.   35




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##### Table of Contents



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

$
2,833,986Net income


152,787Unrealized loss on securities


(3,262
)Unrealized loss on derivatives


(147
)Foreign currency translation adjustments


2,792Total comprehensive income


152,170Stock-based compensation amortization and issuance of
    partnership units in connection with the issuance of restricted
    stock, net


16,741Issuance of partnership units in connection with the exercise of
    stock options


4,213Conversion of partnership units


9,393Repurchases of common units


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


(1,521
)Reallocation of partnership interest


577Offering costs


(10
)Distributions


(170,604
)Balance at September 30, 2008

$
2,757,249     For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,Paying Entity

Security

2009


2008


2009


2008AMB Property, L.P.

Common limited partnership units

$
0.280


$
0.520


$
0.840


$
1.560AMB Property, L.P.

Series L preferred units

$
0.406


$
0.406


$
1.219


$
1.219AMB Property, L.P.

Series M preferred units

$
0.422


$
0.422


$
1.266


$
1.266AMB Property, L.P.

Series O preferred units

$
0.438


$
0.438


$
1.313


$
1.313AMB Property, L.P.

Series P preferred units

$
0.428


$
0.428


$
1.284


$
1.284AMB Property II, L.P.

Class B common limited partnership units

$
0.280


$
0.520


$
0.840


$
1.560AMB Property II, L.P.

Series D preferred units

$
0.898


$
0.898


$
2.693


$
2.693      36




---



##### Table of Contents



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


Expected Volatility


Risk-free Interest Rate


Weighted Average


Weighted AverageWeighted




Weighted




Weighted


Expected Life


Grant DateFor the Quarter 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


$
3.19June 30, 2009

6.0% - 6.3%


6.3
%

46.3% - 47.0%


47.0
%

1.9% - 2.9%


2.8
%


7.8


$
4.56September 30, 2009

6.3%


6.3
%

47.9%


47.9
%

2.5%


2.5
%


5.0


$
5.09Weighted Average

6.0% - 7.0%


7.0
%

40.1% - 47.9%


42.4
%

1.4% - 2.9%


1.8
%


6.2


$
3.26     13.
    Income
    (Loss) Per Share and Unit     37




---



##### Table of Contents



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


For the Nine MonthsEnded September 30,


Ended September 30,2009


2008


2009


2008NumeratorIncome (loss) from continuing operations attributable to common
    stockholders

$
10,296


$
25,405


$
(112,391
)

$
138,935Preferred stock dividends


(3,952
)


(3,952
)


(11,856
)


(11,856
)Income (loss) from continuing operations (after noncontrolling
    interests share of (income) loss from continuing
    operations and preferred stock dividends)


6,344



21,453



(124,247
)


127,079Total discontinued operations attributable to common
    stockholders after noncontrolling interests


56,844



2,746



82,507



9,167Allocation to participating securities


(398
)


(471
)


(773
)


(1,412
)Net income (loss) available to common stockholders

$
62,790


$
23,728


$
(42,513
)

$
134,834DenominatorBasic


145,332,050



97,149,079



129,859,647



97,339,577Stock option dilution(1)


326,797



1,683,064







1,928,401Diluted weighted average common shares


145,658,847



98,832,143



129,859,647



99,267,978Basic income (loss) per common share attributable to AMB
    Property CorporationIncome (loss) from continuing operations

$
0.04


$
0.21


$
(0.98
)

$
1.30Discontinued operations


0.39



0.03



0.65



0.09Net income (loss) available to common stockholders(2)

$
0.43


$
0.24


$
(0.33
)

$
1.39Diluted income (loss) per common share attributable to AMB
    Property CorporationIncome (loss) from continuing operations

$
0.04


$
0.21


$
(0.98
)

$
1.27Discontinued operations


0.39



0.03



0.65



0.09Net income (loss) available to common stockholders(2)

$
0.43


$
0.24


$
(0.33
)

$
1.36     (1)
    
    Excludes anti-dilutive stock options of 5,933,592 and 7,584,045
    for the three and nine months ended September 30, 2009,
    respectively. Excludes anti-dilutive stock options of 2,021,612
    and 1,735,402 for the three and nine months ended
    September 30, 2008, respectively. These weighted average
    shares relate to anti-dilutive stock options, which are
    calculated using the treasury stock method, and could be
    dilutive in the future.(2)
    
    In accordance with the Companys policies for EPS and
    participating securities, the net income (loss) available to
    common stockholders is adjusted for earnings distributed through
    declared dividends and allocated to all 38




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  participating securities (weighted average common shares
    outstanding and unvested restricted stock outstanding) under the
    two-class method. Under this method, allocations were made to
    920,413 unvested restricted shares outstanding for both the
    three and nine months ended September 30, 2009, and 905,220
    unvested restricted shares outstanding for both the three and
    nine months ended September 30, 2008.  one-for-one
  For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2009


2008


2009


2008NumeratorIncome (loss) from continuing operations attributable to common
    unitholders

$
8,571


$
26,298


$
(116,647
)

$
143,249Preferred unit distributions


(3,952
)


(3,952
)


(11,856
)


(11,856
)Income (loss) from continuing operations (after noncontrolling
    interests share of (income) loss from continuing
    operations and preferred unit distributions)


4,619



22,346



(128,503
)


131,393Total discontinued operations attributable to common unitholders
    after noncontrolling interests


59,731



2,858



86,067



9,868Allocation to participating securities


(401
)


(471
)


(773
)


(1,412
)Net income (loss) available to common unitholders

$
63,949


$
24,733


$
(43,209
)

$
139,849DenominatorBasic


147,505,288



101,119,207



132,037,394



101,312,811Stock option dilution(1)


326,797



1,683,064







1,928,401Diluted weighted average common units


147,832,085



102,802,271



132,037,394



103,241,212Basic income (loss) per common unit attributable to AMB
    Property, L.P.Income (loss) from continuing operations

$
0.03


$
0.21


$
(0.99
)

$
1.28Discontinued operations


0.40



0.03



0.66



0.10Net income (loss) available to common unitholders(2)

$
0.43


$
0.24


$
(0.33
)

$
1.38 39




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##### Table of Contents



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


For the Nine MonthsEnded September 30,


Ended September 30,2009


2008


2009


2008Diluted (loss) income per common unit attributable to AMB
    Property, L.P.Income (loss) from continuing operations

$
0.03


$
0.21


$
(0.99
)

$
1.26Discontinued operations


0.40



0.03



0.66



0.09Net income (loss) available to common unitholders(2)

$
0.43


$
0.24


$
(0.33
)

$
1.35     (1)
    
    Excludes anti-dilutive stock options of 5,933,592 and 7,584,045
    for the three and nine months ended September 30, 2009,
    respectively. Excludes anti-dilutive stock options of 2,021,612
    and 1,735,402 for the three and nine months ended
    September 30, 2008, respectively. These weighted average
    shares relate to anti-dilutive stock options, which are
    calculated using the treasury stock method, and could be
    dilutive in the future.(2)
    
    In accordance with the Companys policies for EPS and
    participating securities, the net income (loss) 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, allocations were made to 920,413
    unvested restricted shares outstanding for both the three and
    nine months ended September 30, 2009, and 905,220 unvested
    restricted shares outstanding for both the three and nine months
    ended September 30, 2008.  14.
    Segment
    Information    
    Real Estate Operations.  The Company 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 Company 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
    Company evaluates performance based upon property net operating
    income of the combined properties in each segment, which are
    listed below. In addition, the Companys development
    business is included under real estate operations. It primarily
    consists of the Companys development of real estate
    properties that are subsequently contributed to a co-investment
    venture fund in which the Company has an ownership interest and
    for which the Company acts as manager, or that are sold to third
    parties. The Company 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. 40




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Private Capital.  The Company, 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 Companys co-investment ventures and
    AMB Capital Partners clients. With respect to the
    Companys U.S. and Mexico funds and co-investment
    ventures, the Company 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 Company earns a 90.0 basis points
    acquisition fee on the acquisition cost of third-party
    acquisitions, asset management priority distributions of 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 Company 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 Annual Reports on
    Form 10-K
    for the Parent Company and the Operating Partnership for the
    year ended December 31, 2008.    Revenues


Property NOI(2)


Development GainsFor the Three Months


For the Three Months


For the Three MonthsEnded September 30,


Ended September 30,


Ended September 30,Segments(1)

2009


2008


2009


2008


2009


2008U.S. MarketsSouthern California

$
15,786


$
14,811


$
11,224


$
10,813


$
47,690


$
20,456No. New Jersey / New York


20,786



25,379



16,072



20,008







San Francisco Bay Area


20,424



20,477



14,302



14,879







Chicago


9,537



10,522



6,314



7,035







On-Tarmac


13,773



13,086



6,857



7,557



5,312



South Florida


10,495



10,019



6,911



6,419







Seattle


4,245



6,157



3,217



4,815







Non  U.S. MarketsEurope


5,034



2,431



3,545



1,782







Japan


6,368



6,648



3,936



4,763







4,016Other Markets


43,086



41,670



29,912



28,466



1,220



3,554Total markets


149,534



151,200



102,290



106,537



54,222



28,026Straight-line rents and amortization of lease intangibles


1,969



3,010



1,969



3,010







Discontinued operations


(1,854
)


(5,235
)


(1,231
)


(3,761
)


(53,002
)


Private capital income


7,886



9,502















Total

$
157,535


$
158,477


$
103,028


$
105,786


$
1,220


$
28,026   41




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##### Table of Contents



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


Property NOI(2)


Development GainsFor the Nine Months


For the Nine Months


For the Nine MonthsEnded September 30,


Ended September 30,


Ended September 30,Segments(1)

2009


2008


2009


2008


2009


2008U.S. MarketsSouthern California

$
47,162


$
50,692


$
31,583


$
35,743


$
48,528


$
21,563No. New Jersey / New York


68,412



80,249



53,902



63,258







San Francisco Bay Area


63,900



63,636



45,497



46,647







Chicago


30,866



39,466



19,930



25,640







2,964On-Tarmac


40,260



39,438



21,120



22,220



5,312



South Florida


30,792



26,200



20,295



20,135







7,038Seattle


15,838



26,050



12,576



20,802



3,044



7,236Non  U.S. MarketsEurope


11,546



3,910



7,038



2,746







9,003Japan


17,266



19,723



10,380



14,792



28,588



17,332Other Markets


125,267



131,414



85,998



89,421



2,036



11,112Total markets


451,309



480,778



308,319



341,404



87,508



76,248Straight-line rents and amortization of lease intangibles


6,903



9,050



6,903



9,050







Discontinued operations


(14,360
)


(15,388
)


(10,808
)


(11,246
)


(53,002
)


Private capital income


27,376



60,838















Total

$
471,228


$
535,278


$
304,414


$
339,208


$
34,506


$
76,248     (1)
    
    The markets included in U.S. markets are a subset of the
    Companys regions defined as East, West and Central in the
    Americas. Japan is a part of the Companys Asia region.(2)
    
    Property net operating income (NOI) is defined as
    rental revenues, including reimbursements, less property
    operating expenses. NOI excludes depreciation, amortization,
    general and administrative expenses, restructuring charges, real
    estate impairment losses, development profits (losses), gains
    (losses) from sale or contribution of real estate interests, and
    interest expense. The Company believes that net income, as
    defined by GAAP, is the most appropriate earnings measure.
    However, NOI is a useful supplemental measure calculated to help
    investors understand the Companys operating performance,
    excluding the effects of costs and expenses which are not
    related to the performance of the assets. NOI is widely used by
    the real estate industry as a useful supplemental measure, which
    helps investors compare the Companys operating performance
    with that of other companies. Real estate impairment losses have
    been excluded in deriving NOI because the Company does not
    consider its impairment losses to be a property operating
    expense. The Company believes that the exclusion of impairment
    losses from NOI is a common methodology used in the real estate
    industry. Real estate impairment losses relate to the changing
    values of the Companys assets but do not reflect the
    current operating performance of the assets with respect to
    their revenues or expenses. The Companys real estate
    impairment losses are non-cash charges which represent the write
    down in the value of assets when estimated fair value over the
    holding period is lower than current carrying value. The
    impairment charges were principally a result of increases in
    estimated capitalization rates and deterioration in market
    conditions that adversely impacted underlying real estate
    values. Therefore, the impairment charges are not related to the
    current performance of the Companys real estate operations
    and should be excluded from its calculation of NOI.   42




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##### Table of Contents



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


For the Nine MonthsEnded September 30,


Ended September 30,2009


2008


2009


2008Property NOI

$
103,028


$
105,786


$
304,414


$
339,208Private capital revenues


7,886



9,502



27,376



60,838Depreciation and amortization


(47,166
)


(45,799
)


(128,133
)


(126,001
)General and administrative


(27,156
)


(34,413
)


(83,836
)


(103,323
)Restructuring charges










(3,824
)


Fund costs


(240
)


(312
)


(824
)


(919
)Real estate impairment losses










(174,410
)


Other expenses


(3,049
)


1,088



(8,070
)


1,926Development profits, net of taxes


1,220



28,026



34,506



76,248Gains from sale or contribution of real estate interests, net of
    taxes














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


3,257



5,372



7,507



14,359Other income


4,941



(4,238
)


6,498



(63
)Interest expense, including amortization


(28,855
)


(33,303
)


(90,843
)


(100,835
)Total discontinued operations


62,598



3,028



91,781



11,097Net (loss) income

$
76,464


$
34,737


$
(17,858
)

$
192,502     Total Assets as ofSeptember 30,


December 31,2009


2008U.S. MarketsSouthern California

$
636,721


$
776,819No. New Jersey / New York


544,155



524,883San Francisco Bay Area


734,183



783,345Chicago


302,792



319,043On-Tarmac


163,362



185,877South Florida


411,743



411,408Seattle


144,195



195,822Non  U.S. MarketsEurope


582,047



484,866Japan


685,960



860,982Other Markets


1,984,365



2,050,431Total markets


6,189,523



6,593,476Investments in unconsolidated joint ventures


459,612



431,322Non-segment assets


224,131



276,850Total assets

$
6,873,266


$
7,301,648  43




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Real Estate Impairment Losses


Restructuring ChargesFor the Three Months


For the Nine Months


For the Three Months


For the Nine MonthsEnded September 30, 2009


Ended September 30, 2009


Ended September 30, 2009


Ended September 30, 2009U.S. MarketsSouthern California

$



$
16,809


$



$
71No. New Jersey / New York






9,056







San Francisco Bay Area






4,275







1,637Chicago






1,330







36On-Tarmac














South Florida






5,531







Seattle














Non  U.S. Markets














Europe






30,393







378Japan






13,469







310Other Markets






100,990







1,392Total markets

$



$
181,853


$



$
3,824   15.
    Commitments
    and Contingencies  Commitments
  Lease Commitments.
  Standby Letters of Credit.
  Guarantees and Contribution
    Obligations.
     44




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Performance and Surety Bonds.
  Promote Interests and Other Contractual
    Obligations.
  Contingencies
  Litigation.
  Environmental Matters.
  General Uninsured Losses.
  Captive Insurance Company.
 45




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   16.
    Derivatives
    and Hedging Activities  Risk
    Management Objective of Using Derivatives
      Cash Flow
    Hedges of Interest Rate Risk
          Number of


Trade NotionalRelated Derivatives

Instruments


Amount(in thousands)Interest rate swaps


2


$
230,000Interest rate caps


1


$
26,500   Non-designated
    Hedges
   46




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Number of


Trade NotionalRelated Derivatives

Instruments


Amount(in thousands)Foreign exchange forward contracts


4


$
674,872Interest rate caps


1


$
7,319     Fair Value of Derivative Instruments at
    September 30, 2009Asset Derivatives


Liability DerivativesBalance Sheet





Balance SheetLocation


Fair Value


Location


Fair ValueDerivatives designated as hedging instrumentsInterest rate swaps





$




Other assets
    (contra asset
)

$
3,043Interest rate caps


Other assets



171







Total





$
171






$
3,043Derivatives not designated as hedging instrumentsForeign exchange forward contracts


Other assets


$
207



Other assets
    (contra asset
)

$
350Interest rate caps


Other assets



2







Total





$
209






$
350Total derivative instruments





$
380






$
3,393     Gain (Loss) Recognized


Location of Gain

Gain (Loss)in Accumulated Other


(Loss) Reclassified

ReclassifiedDerivative Instruments in

Comprehensive (Loss)


from Accumulated OCI

from AccumulatedCash Flow Hedging

Income (OCI)


into Income

OCI into IncomeRelationships

(Effective Portion)


(Effective Portion)

(Effective Portion)For the three months ended September 30, 2009:Interest rate swaps

$
787


Interest expense

$
(1,231
)Interest rate caps

$
114


Interest expense

$
For the nine months ended September 30, 2009:Interest rate swaps

$
2,560


Interest expense

$
(5,797
)Interest rate caps

$
114


Interest expense

$
   47




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Location of Gain (Loss)Derivative Instruments Not

Recognized in Statement


Amount of Gain (Loss)Designated as Hedging Instruments

of Operations


RecognizedFor the three months ended September 30, 2009:Foreign exchange forward contracts


Other (expenses
) income

$
(33,260
)Interest rate caps


Other (expenses
) income


(1
)Total





$
(33,261
)For the nine months ended September 30, 2009:Foreign exchange forward contracts


Other (expenses
) income

$
(71,584
)Interest rate caps


Other (expenses
) income


2Total





$
(71,582
)   Credit-risk-related
    Contingent Features
  over-the-counter
    17.
    Subsequent
    Events     48




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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 the
    companys 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 the company may not be able to realize them.
  The following factors, among others, apply to the
    companys business as a whole and could cause its 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 the companys
    business activities, including re-financing and interest rate
    risks;
    the companys failure to obtain, renew, or extend
    necessary financing or access the debt or equity markets;
    the companys failure to maintain its current credit
    agency ratings or comply with its debt covenants;
    risks related to the companys 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 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 the companys ability to
    effect such transactions on advantageous terms and to timely
    reinvest proceeds from any such dispositions;
    the companys failure to contribute properties to its
    co-investment ventures due to such factors as its inability to
    acquire, develop, or lease properties that meet the investment
    criteria of such ventures, or the companys 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 the company expects;
    risks and uncertainties affecting property development,
    redevelopment and value-added conversion (including construction
    delays, cost overruns, the companys inability to obtain
    necessary permits and financing, the companys inability to
    lease properties at all or at favorable rents and terms, and
    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 the companys insurance coverage;
    unknown liabilities acquired in connection with acquired
    properties or otherwise; 49




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##### Table of Contents




    the companys 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 the companys tax structuring;
    increases in interest rates and operating costs or greater
    than expected capital expenditures; and
    environmental uncertainties and risks related to natural
    disasters.  In addition, if the parent company fails to qualify and
    maintain its status as a real estate investment trust under the
    Internal Revenue Code of 1986, as amended, then the parent
    companys actual results and future events could differ
    materially from those set forth or contemplated in the
    forward-looking statements.
  The companys 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 the Annual Reports on
    Form 10-K
    for AMB Property Corporation and AMB Property, L.P. for the year
    ended December 31, 2008, and any amendments thereto. The
    company cautions you not to place undue reliance on
    forward-looking statements, which reflect the companys
    analysis only and speak as of the date of this report or as of
    the dates indicated in the statements. All of the companys
    forward-looking statements, including those in this report, are
    qualified in their entirety by this statement. The company
    assumes no obligation to update or supplement forward-looking
    statements.
  ® ® and/or and/or
  http://www.amb.com Form 10-K, Form 10-Q, Form 8-K 1-800-SEC-0330. http://www.sec.gov ® ® ®
 50




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##### Table of Contents



THE
    COMPANY
        
    on an owned and managed basis, which includes investments held
    on a consolidated basis or through unconsolidated joint
    ventures, the company owned or partially owned approximately
    131.8 million square feet (principally, warehouse
    distribution buildings) that were 91.0% leased; the company had
    investments in 22 development projects, which are expected to
    total approximately 6.8 million square feet upon
    completion; and the company owned 35 projects, totaling
    approximately 10.0 million square feet, which are available
    for sale or contribution;
    through non-managed unconsolidated joint ventures, the company
    had investments in 46 industrial operating properties, totaling
    approximately 7.4 million square feet; and
    the company held approximately 0.1 million square feet
    through a ground lease, which is the location of its global
    headquarters.  day-to-day
    (415) 394-9000.
  Investment
    Strategy
     51




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##### Table of Contents



11-12%
  ® ® ® point-to-point.
  Primary
    Sources of Revenue and Earnings
  development-for-sale
  Long-Term
    Growth Strategies
    
    maintain and increase occupancy rates
    and/or
    increase rental rates at its properties;
    raise third-party equity in its co-investment ventures and grow
    its earnings from its private capital business from the
    acquisition of new properties or through the possible
    contribution of properties;
    acquire assets that are valued in excess of the companys
    cost of capital; and
    develop properties profitably and either to hold or to sell
    these development properties to third parties.  Growth
    through Operations
     52




---



##### Table of Contents



Growth
    through Co-Investments
  10-50%
    Growth
    through Acquisitions and Capital Redeployment
      Growth
    through Development
  build-to-suit
 53




---



##### Table of Contents



build-to-suit
    Managements
    Overview
  Current
    Global Market and Economic Conditions
    
    strengthening the balance sheet and liquidity position;
    realigning its cost structure; and
    positioning itself for future opportunities.  build-to-suit
  The
    Companys Liquidity and Balance Sheet
     54




---



##### Table of Contents



year-to-date, debt-to-AMBs yield-to-maturity and/or
  The
    Companys Cost Structure
    Real
    Estate Operations
       55




---



##### Table of Contents



Private
    Capital Business
      Development
    Business
    Impairment
    Charges
     56




---



##### Table of Contents



Market
    Price of the Parent Companys Shares
    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 ten development projects aggregating approximately
    1.7 million square feet, including 0.1 million square
    feet that was held in an unconsolidated co-investment venture,
    and two land parcels totaling 26 acres for an aggregate
    sales price of $277.9 million;
    Sold 20 operating properties aggregating approximately
    2.5 million square feet, including 0.5 million square
    feet that was held in an unconsolidated co-investment venture,
    for an aggregate sales price of $174.9 million; and
    Transferred two development assets to AMB Institutional Alliance
    Fund III, L.P. in exchange for additional partnership units
    equal to the fair value of the assets for an aggregate price of
    $32.5 million and aggregating approximately
    0.4 million square feet.      
    The parent company completed a common equity offering of
    47.4 million shares, generating net proceeds of
    $552.3 million, and contributed cash from the proceeds of
    the offering to the operating partnership in exchange for the
    issuance of 47.4 million partnership units;
    Retired the AMB Japan Fund I, L.P. subscription facility
    which matured in January 2009 and had an outstanding balance of
    $132.2 million as of December 31, 2008;
    Extended a Yen-denominated secured construction loan of
    ¥10.6 billion in the first quarter of 2009
    ($107.1 million using the exchange rate at March 31,
    2009) through March 2010;
    Extended two secured mortgage loans in the first quarter of 2009
    totaling $67.3 million (at the date of extension) in one of
    the companys unconsolidated joint ventures for terms of
    two and four years;
    Paid off a $100 million medium-term note which matured in
    March 2009 and had an interest rate of 3.5%;
    Completed a cash tender offer for $28.5 million and
    $146.5 million in aggregate principal amount of the
    operating partnerships 8% medium-term notes due 2010 and
    5.45% medium-term notes due 2010, respectively;
    Repaid $68.8 million of debt in one of our unconsolidated
    joint ventures; and
    Refinanced $52.1 million of consolidated secured debt which
    was scheduled to mature in 2009.   57




---



##### Table of Contents



Critical
    Accounting Policies
  Form 10-K
  CONSOLIDATED
    RESULTS OF OPERATIONS
    For the NineFor the Three Months Ended


Months EndedSeptember 30,


September 30,2009


2008


2009


2008Acquired:Number of properties






3







9Square feet (in thousands)






941







2,630Acquisition cost (in thousands)

$



$
68,989


$



$
204,533Development Properties Sold or Contributed:Number of development projects


3



4



8



14Number of land parcels


1



1



2



1Square feet (in thousands)


596



2,143



3,103



5,214   For the
    Three Months Ended September 30, 2009 and 2008 (dollars in
    millions):
  For the Three Months EndedSeptember 30,Revenues

2009


2008


$ Change


% ChangeRental revenuesSame store

$
117.6


$
121.9


$
(4.3
)


(3.5
)%2008 acquisitions


3.6



4.4



(0.8
)


(18.2
)%Development


14.4



5.9



8.5



144.1
%Other industrial


14.0



16.8



(2.8
)


(16.7
)%Total rental revenues


149.6



149.0



0.6



0.4
%Private capital revenues


7.9



9.5



(1.6
)


(16.8
)%Total revenues

$
157.5


$
158.5


$
(1.0
)


(0.6
)%    58




---



##### Table of Contents



For the Three Months EndedSeptember 30,Costs and Expenses

2009


2008


$ Change


% ChangeProperty operating costs:Rental expenses

$
26.4


$
24.9


$
1.5



6.0
%Real estate taxes


20.2



18.3



1.9



10.4
%Total property operating costs

$
46.6


$
43.2


$
3.4



7.9
%Property operating costsSame store

$
35.9


$
34.5


$
1.4



4.1
%2008 acquisitions


0.8



1.5



(0.7
)


(46.7
)%Development


5.5



2.4



3.1



129.2
%Other industrial


4.4



4.8



(0.4
)


(8.3
)%Total property operating costs


46.6



43.2



3.4



7.9
%Depreciation and amortization


47.2



45.8



1.4



3.1
%General and administrative


27.2



34.4



(7.2
)


(20.9
)%Fund costs


0.2



0.3



(0.1
)


(33.3
)%Other expenses


3.0



(1.1
)


4.1



372.7
%Total costs and expenses

$
124.2


$
122.6


$
1.6



1.3
%     For the Three Months EndedSeptember 30,Other Income and (Expenses)

2009


2008


$ Change


% ChangeDevelopment profits, net of taxes

$
1.2


$
28.0


$
(26.8
)


(95.7
)%Equity in earnings of unconsolidated joint ventures, net


3.3



5.4



(2.1
)


(38.9
)%Other income (expenses)


5.0



(4.2
)


9.2



219.0
%Interest expense, including amortization


(28.9
)


(33.3
)


(4.4
)


(13.2
)%Total other income and (expenses), net

$
(19.4
)

$
(4.1
)

$
(15.3
)


(373.2
)%    59




---



##### Table of Contents



For the Three Months EndedSeptember 30,Discontinued Operations

2009


2008


$ Change


% ChangeIncome attributable to discontinued operations

$
1.2


$
3.0


$
(1.8
)


(60.0
)%Development profits, net of taxes


53.0







53.0



100.0
%Gains from sale of real estate interests, net of taxes


8.4







8.4



100.0
%Total discontinued operations

$
62.6


$
3.0


$
59.6



1,986.7
%     For the Three Months EndedSeptember 30,Preferred Stock/Units

2009


2008


$ Change


% ChangePreferred stock dividends/unit distributions

$
(4.0
)

$
(4.0
)

$





%Total preferred stock/units

$
(4.0
)

$
(4.0
)

$





%   For the
    Nine Months Ended September 30, 2009 and 2008 (dollars in
    millions):
  For the NineMonths EndedSeptember 30,Revenues

2009


2008


$ Change


% ChangeRental revenuesSame store

$
359.2


$
403.0


$
(43.8
)


(10.9
)%2008 acquisitions


11.0



7.1



3.9



54.9
%Development


38.1



16.0



22.1



138.1
%Other industrial


35.5



48.3



(12.8
)


(26.5
)%Total rental revenues


443.8



474.4



(30.6
)


(6.5
)%Private capital revenues


27.4



60.8



(33.4
)


(54.9
)%Total revenues

$
471.2


$
535.2


$
(64.0
)


(12.0
)%    60




---



##### Table of Contents



For the NineMonths EndedSeptember 30,Costs and Expenses

2009


2008


$ Change


% ChangeProperty operating costs:Rental expenses

$
79.9


$
74.6


$
5.3



7.1
%Real estate taxes


59.6



60.6



(1.0
)


(1.7
)%Total property operating costs

$
139.5


$
135.2


$
4.3



3.2
%Property operating costsSame store

$
108.9


$
114.0


$
(5.1
)


(4.5
)%2008 acquisitions


3.0



2.0



1.0



50.0
%Development


15.7



5.3



10.4



196.2
%Other industrial


11.9



13.9



(2.0
)


(14.4
)%Total property operating costs


139.5



135.2



4.3



3.2
%Depreciation and amortization


128.1



126.0



2.1



1.7
%General and administrative


83.8



103.3



(19.5
)


(18.9
)%Restructuring charges


3.8







3.8



100.0
%Fund costs


0.8



0.9



(0.1
)


(11.1
)%Real estate impairment losses


174.4







174.4



100.0
%Other expenses


8.1



(1.9
)


10.0



526.3
%Total costs and expenses

$
538.5


$
363.5


$
175.0



48.1
%    61




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##### Table of Contents



For the NineMonths EndedSeptember 30,Other Income and (Expenses)

2009


2008


$ Change


% ChangeDevelopment profits, net of taxes

$
34.5


$
76.2


$
(41.7
)


(54.7
)%Gains from sale or contribution of real estate interests, net






20.0



(20.0
)


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


7.5



14.4



(6.9
)


(47.9
)%Other income (expenses)


6.5



(0.1
)


6.6



6,600.0
%Interest expense, including amortization


(90.8
)


(100.8
)


(10.0
)


(9.9
)%Total other income and (expenses), net

$
(42.3
)

$
9.7


$
(52.0
)


(536.1
)%       For the Nine Months EndedSeptember 30,Discontinued Operations

2009


2008


$ Change


% ChangeIncome attributable to discontinued operations

$
1.7


$
8.2


$
(6.5
)


(79.3
)%Development profits, net of taxes


53.0







53.0



100.0
%Gains from sale of real estate interests, net of taxes


37.1



2.9



34.2



1,179.3
%Total discontinued operations

$
91.8


$
11.1


$
80.7



727.0
%    62




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##### Table of Contents



For the Nine Months EndedSeptember 30,Preferred Stock/Units

2009


2008


$ Change


%ChangePreferred stock dividends/unit distributions

$
(11.9
)

$
(11.9
)

$





%Total preferred stock/units

$
(11.9
)

$
(11.9
)

$





%   LIQUIDITY
    AND CAPITAL RESOURCES OF THE PARENT COMPANY
      day-to-day
    Capital
    Resources of the Parent Company
   63




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##### Table of Contents



Common and Preferred Equity
      Market Equity as of September 30, 2009Shares/Units


Market


MarketSecurity

Outstanding


Price(1)


ValueCommon stock


146,307,353
(4)

$
22.95


$
3,357,754Common limited partnership units(2)


3,377,641


$
22.95



77,517Total


149,684,994






$
3,435,271Total options outstanding










8,199,308Dilutive effect of stock options(3)










326,797     (1)
    
    Dollars, per share/unit(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 the parent companys common stock of $22.95 for
    the quarter ended September 30, 2009.(4)
    
    Includes 920,413 shares of unvested restricted stock.  Preferred Stock as of September 30, 2009Dividend


Liquidation


Redemption/CallableSecurity

Rate


Preference


DateSeries D preferred units


7.18
%

$
79,767


February 2012Series L preferred stock


6.50
%


50,000


June 2008Series M preferred stock


6.75
%


57,500


November 2008Series O preferred stock


7.00
%


75,000


December 2010Series P preferred stock


6.85
%


50,000


August 2011Weighted average/total


6.90
%

$
312,267      64




---



##### Table of Contents



debt-to-parent debt-to-parent debt-to-parent loan-to-value 50-65% debt-to-parent
  Capitalization Ratios as of September 30, 2009Parent companys share of total
    debt-to-parent
    companys share of total market capitalization(1)


48.6
%Parent companys share of total debt plus
    preferred-to-parent
    companys share of total market capitalization(1)


52.9
%Parent companys share of total
    debt-to-parent
    companys share of total assets(1)


43.1
%Parent companys share of total debt plus
    preferred-to-parent
    companys share of total assets(1)


46.9
%Parent companys share of total
    debt-to-parent
    companys share of total book capitalization(1)


46.8
%     (1)
    
    Although the parent company does not hold any indebtedness
    itself, the parent companys total debt reflects the
    consolidation of the operating partnerships total debt for
    financial reporting purposes. The parent companys
    definition of total market capitalization for the
    parent company is total debt plus preferred equity liquidation
    preferences plus market equity. The definition of parent
    companys share of total market capitalization is the
    parent companys share of total debt plus preferred equity
    liquidation preferences plus market equity. The definition of
    market equity is the total number of outstanding
    shares of common stock of the parent company and common limited
    partnership units of the operating partnership and AMB Property
    II, L.P. multiplied by the closing price per share of the parent
    companys common stock as of September 30, 2009. The
    definition of preferred is preferred equity
    liquidation preferences. Parent companys share of
    total book capitalization is defined as the parent
    companys share of total debt plus noncontrolling interests
    to preferred unitholders and limited partnership unitholders
    plus stockholders equity. Parent companys
    share of total debt is the parent companys pro rata
    portion of the total debt based on the parent companys
    percentage of equity interest in each of the consolidated and
    unconsolidated joint ventures holding the debt. Parent
    companys share of total assets is the parent
    companys pro rata portion of the gross book value of real
    estate interests plus cash and other assets. The parent company
    believes that share of total debt is a meaningful supplemental
    measure, which enables both management and investors to analyze
    the parent companys leverage and to compare the parent
    companys leverage to that of other companies. In addition,
    it allows for a more meaningful comparison of the parent
    companys debt to that of other companies that do not
    consolidate their joint ventures. Parent companys share of
    total debt is not intended to reflect the parent companys
    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 parent companys share of total debt to
    total consolidated debt, a GAAP financial measure, please see
    the table of debt maturities and capitalization in the section
    below entitled Liquidity and Capital Resources of AMB
    Property, L.P. 65




---



##### Table of Contents



Liquidity
    of the Parent Company
          and/or
     66




---



##### Table of Contents



Dividends.
  For the Three


For the NineMonths Ended


Months EndedSeptember 30,


September 30,Paying Entity

Security

2009


2008


2009


2008AMB Property Corporation

Common stock

$
0.280


$
0.520


$
0.840


$
1.560AMB Property Corporation

Series L preferred stock

$
0.406


$
0.406


$
1.219


$
1.219AMB Property Corporation

Series M preferred stock

$
0.422


$
0.422


$
1.266


$
1.266AMB Property Corporation

Series O preferred stock

$
0.438


$
0.438


$
1.313


$
1.313AMB Property Corporation

Series P preferred stock

$
0.428


$
0.428


$
1.284


$
1.284         For the Nine MonthsEnded September 30,Summary of Dividends and Distributions Paid

2009


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

$
208,239


$
240,031Dividends paid to common and preferred stockholders(1)


(92,270
)


(163,081
)Distributions to noncontrolling interests, including preferred
    units


(17,054
)


(63,563
)Excess of net cash provided by operating activitiesover dividends and distributions paid

$
98,915


$
13,387Net proceeds from divestiture of real estate

$
449,703


$
403,637Excess of net cash provided by operating activities and net
    proceeds from divestiture of real estate over dividends and
    distributions paid

$
548,618


$
417,024     (1)
    
    Partnership unit distributions paid to the parent company by the
    operating partnership are, in turn, paid by the parent company
    as dividends to its stockholders. 67




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##### Table of Contents



Debt guarantees.
              Potential Contingent and Unknown
    Liabilities.
  LIQUIDITY
    AND CAPITAL RESOURCES OF THE OPERATING PARTNERSHIP
  Balance Sheet Strategy.
    
    cash on hand and cash flow from operations; 68




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##### Table of Contents




    net proceeds from divestitures of properties;
    borrowings under its 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 the operating
    partnerships subsidiaries);
    proceeds from debt securities offerings by the operating
    partnership;
    proceeds from equity offerings by the parent company;
    private capital from co-investment partners;
    net proceeds from contributions of properties and completed
    development projects to its co-investment ventures; and
    net proceeds from the sales of development projects, value-added
    conversion projects and land to third parties.    
    debt service;
    distributions on outstanding common, preferred and general
    partnership units;
    working capital;
    development, expansion and renovation of properties; and
    acquisitions.  Capital
    Resources of the Operating Partnership
      Cash Flows.
 69




---



##### Table of Contents



Partners Capital.
    Development Completions.
  For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2009


2008


2009


2008Placed in Operations:Number of projects


4







10



1Square feet


669,327







3,288,678



396,710Estimated investment(1)

$
37,479


$



$
246,017


$
17,396Sold:Number of projects










2



2Square feet










706,850



115,664Estimated investment(1)

$



$



$
50,968


$
26,249Contributed:Number of projects














1Square feet














406,156Estimated investment

$



$



$



$
21,572Available for Sale or Contribution:Number of projects


6



2



21



12Square feet


1,494,182



771,930



6,238,192



4,777,756Estimated investment(1)

$
159,468


$
82,975


$
521,802


$
542,507Total:Number of projects


10



2



33



16Square feet


2,163,509



771,930



10,233,720



5,696,286Estimated investment(1)

$
196,947


$
82,975


$
818,787


$
607,724     (1)
    
    Estimated investment is before the impact of cumulative real
    estate impairment losses. 70




---



##### Table of Contents



For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2009


2008


2009


2008Number of completed development projects


1



1



5



5Number of land parcels


1



1



2



1Square feet


167,723



7,180



1,693,664



67,112Gross sales price

$
143,929


$
2,696


$
256,731


$
15,691Net proceeds

$
142,739


$
2,434


$
241,349


$
13,606Development gains, net of taxes

$
53,002


$
588


$
57,700


$
2,856     For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2009


2008


2009


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


2



1



2



4Square feet


428,180



1,313,470



428,180



2,723,003Number of projects contributed to AMB-SGP Mexico, LLC






1







3Square feet






473,720







1,421,043Number 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



1



2Square feet






348,557



981,162



891,596Total number of contributed development assets


2



3



3



10Total square feet


428,180



2,135,747



1,409,342



5,146,343Gross contribution price

$
32,500


$
132,847


$
217,293


$
365,597Net proceeds

$



$
50,777


$
56,822


$
245,510Development gains, net of taxes

$
1,220


$
27,438


$
29,808


$
73,392   Development Sales and Contributions.
   71




---



##### Table of Contents



Gains from Sale or Contribution of Real Estate Interests,
    Net.
  Properties Held for Sale or Contribution,
    Net. development-for-sale
  15-20%.
    Gains from Sale of Real Estate Interests, Net of
    Taxes.
 72




---



##### Table of Contents



Co-investment Ventures.
      Approximate


OriginalConsolidated Co-investment

Co-investment Venture

Ownership


PlannedVenture

Partner

Percentage


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

AMB Institutional Alliance REIT II, Inc.


20%


$
490,000AMB-SGP, L.P.

Industrial JV Pte. Ltd.


50%


$
420,000AMB-AMS,
    L.P.

PMT, SPW and TNO


39%


$
228,000     (1)
    
    Planned capitalization includes anticipated debt and all
    partners expected equity contributions.        ApproximateUnconsolidated Co-investment

Co-investment Venture

Ownership


PlannedVenture

Partner

Percentage


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

AMB Institutional Alliance REIT III, Inc.


23%


$
3,327,000
(2)AMB Europe Fund I, FCP-FIS

Institutional investors


21%


$
1,285,000
(2)AMB Japan Fund I, L.P.

Institutional investors


20%


$
1,552,000AMB-SGP Mexico, LLC

Industrial (Mexico) JV Pte. Ltd.


22%


$
602,000AMB DFS Fund I, LLC

Strategic Realty Ventures, LLC


15%


$
116,000
(3)     (1)
    
    Planned capitalization includes anticipated debt and all
    partners expected equity contributions.(2)
    
    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.(3)
    
    The investment period for AMB DFS Fund I, LLC ended in June
    2009, and the remaining capitalization of this fund as of
    September 30, 2009 was the estimated investment of
    $18.0 million to complete the existing development assets
    held by the fund.   73




---



##### Table of Contents



Debt. debt-to-operating debt-to-operating debt-to-operating loan-to-value 50-65% debt-to-operating
         74




---



##### Table of Contents



and/or
       75




---



##### Table of Contents



Credit Facilities.
 76




---



##### Table of Contents



77




---



##### Table of Contents



Wholly-OwnedUnsecured





Consolidated Joint Venture


Total


UnconsolidatedSenior


Credit


Other


Secured


Secured


Other


Consolidated


Joint


TotalDebt


Facilities(1)


Debt


Debt


Debt


Debt


Debt


Venture Debt


Debt2009

$



$



$
11,212


$
110,171


$
38,583


$



$
159,966


$
11,703


$
171,6692010


75,000



393,555



325,941
(2)


425,870



116,198







1,336,564



210,509



1,547,0732011


75,000



117,396



1,014



15,516



108,474







317,400



619,140



936,5402012










1,093



28,126



387,102



50,000



466,321



456,406



922,7272013


491,480







919



19,927



49,938







562,264



724,824



1,287,0882014










616



405



6,481







7,502



868,277



875,7792015


112,492







664



16,271



17,610







147,037



248,300



395,3372016


















16,231







16,231



73,156



89,3872017


















1,272







1,272



351,697



352,9692018


125,000















1,455







126,455



183,194



309,649Thereafter


















39,809







39,809



5,844



45,653Subtotal

$
878,972


$
510,951


$
341,459


$
616,286


$
783,153


$
50,000


$
3,180,821


$
3,753,050


$
6,933,871Unamortized net discount


(7,593
)










(1,012
)


(215
)






(8,820
)


(4,277
)


(13,097
)Subtotal

$
871,379


$
510,951


$
341,459


$
615,274


$
782,938


$
50,000


$
3,172,001


$
3,748,773


$
6,920,774Joint venture partners share of debt


















(437,769
)


(40,000
)


(477,769
)


(2,899,484
)


(3,377,253
)Operating partnerships share of total debt(3)

$
871,379


$
510,951


$
341,459


$
615,274


$
345,169


$
10,000


$
2,694,232


$
849,289


$
3,543,521Weighted average interest rate


6.4
%


0.8
%


3.6
%


3.5
%


4.9
%


5.8
%


4.2
%


4.7
%


4.5
%Weighted average maturity (years)


4.3



1.0



1.0



1.1



2.8



2.9



2.4



4.3



3.4     (1)
    
    Represents three credit facilities with total capacity of
    approximately $1.7 billion. Includes $45.5 million of
    U.S. dollar borrowings, as well as $294.6 million,
    $90.7 million, $53.4 million and $26.7 million in
    Yen, Canadian dollar, Euro and Singapore dollar-based borrowings
    outstanding at September 30, 2009, respectively, translated
    to U.S. dollars using the foreign exchange rates in effect on
    September 30, 2009.(2)
    
    Subsequent to September 30, 2009, the $325.0 million
    term loan was replaced with a $345.0 million term loan,
    which matures in 2012.(3)
    
    Operating partnerships share of total debt represents the
    operating partnerships pro rata portion of the total debt
    based on the operating partnerships percentage of equity
    interest in each of the consolidated or unconsolidated joint
    ventures holding the debt. The operating partnership believes
    that operating partnerships share of total debt is a
    meaningful supplemental measure, which enables both management
    and investors to analyze its leverage and to compare its
    leverage to that of other companies. In addition, it allows for
    a more meaningful comparison of the operating partnerships
    debt to that of other companies that do not consolidate their
    joint ventures. Operating partnerships share of total debt
    is not intended to reflect the operating partnerships
    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 operating partnerships share of
    total debt to total consolidated debt, a GAAP financial measure. 78




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##### Table of Contents



After Extension Options(1)(2)Wholly-owned debt

2009


2010


2011


2012Unsecured Senior Debt

$



$
75,000


$
75,000


$
Credit Facilities










393,555



117,396Other Debt(3)


10,987











325,000AMB Secured Debt


109,823



194,425



244,617



28,792Subtotal


120,810



269,425



713,172



471,188Consolidated Joint VenturesAMB-AMS,
    L.P.






2,578







AMB Institutional Alliance Fund II, L.P.






10,094



31,228



5,605AMB-SGP, L.P.






14,414



27,846



294,810Other Industrial Operating Joint Ventures


34,242



53,680



26,347



Subtotal


34,242



80,766



85,421



300,415Unconsolidated Joint VenturesAMB Institutional Alliance Fund III, L.P.






27,301



185,905



78,119AMB Japan Fund I, L.P.






116,150



212,409



187,267AMB-SGP Mexico, LLC










58,825



168,003Other Industrial Operating Joint Ventures






9,059



32,214



AMB Europe Fund I, FCP-FIS














6,520Subtotal






152,510



489,353



439,909Total Consolidated


155,052



350,191



798,593



771,603Total Unconsolidated






152,510



489,353



439,909Total

$
155,052


$
502,701


$
1,287,946


$
1,211,512Total Operating Partnerships Share(4)

$
141,763


$
345,385


$
856,153


$
710,658     (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)
    
    Subsequent to September 30, 2009, the $325.0 million
    term loan was replaced with a $345.0 million term loan,
    which matures in 2012.(4)
    
    Total operating partnerships share represents the
    operating partnerships pro-rata portion of total debt
    maturing in 2009 through 2012 based on its percentage of equity
    interest in each of the consolidated and unconsolidated joint
    ventures holding the debt.  Market Capital as of September 30, 2009Units


Market


MarketSecurity

Outstanding


Price(1)


Value(2)Common general partnership units


146,077,942
(5)

$
22.95


$
3,352,489Common limited partnership units(3)


3,377,641


$
22.95



77,517Total


149,455,583






$
3,430,006Total options outstanding










8,199,308Dilutive effect of stock options(4)










326,797     (1)
    
    Dollars, per unit.(2)
    
    Assumes that the operating partnerships common partnership
    units are exchanged for the parent companys common stock
    on a one-for-one basis because there is no public market for the
    operating partnerships units. 79




---



##### Table of Contents



(3)
    
    Includes class B common limited partnership units issued by
    AMB Property II, L.P.(4)
    
    Computed using the treasury stock method and an average share
    price for the parent companys common stock of $22.95 for
    the quarter ended September 30, 2009.(5)
    
    Includes 920,413 shares of unvested restricted stock.  Preferred Units as of September 30, 2009Distribution


Liquidation


Redemption/CallableSecurity

Rate


Preference


DateSeries D preferred units


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       Capitalization Ratios as of September 30, 2009Operating partnerships share of total debt-to-operating
    partnerships share of total market capitalization(1)


48.6%Operating partnerships share of total debt plus
    preferred-to-operating partnerships share of total market
    capitalization(1)


52.9%Operating partnerships share of total debt-to-operating
    partnerships share of total assets(1)


43.1%Operating partnerships share of total debt plus
    preferred-to-operating partnerships share of total
    assets(1)


46.9%Operating partnerships share of total debt-to-operating
    partnerships share of total book capitalization(1)


47.0%     (1)
    
    The operating partnerships definition of total
    market capitalization for the operating partnership is
    total debt plus preferred equity liquidation preferences plus
    market capital. The definition of operating
    partnerships share of total market capitalization is
    the operating partnerships share of total debt plus
    preferred equity liquidation preferences plus market capital.
    The operating partnerships definition of market
    capital is the total number of outstanding common general
    partnership units of the operating partnership and common
    limited partnership units of AMB Property II, L.P. multiplied by
    the closing price per share of the parent companys common
    stock as of September 30, 2009. The definition of
    preferred is preferred equity liquidation
    preferences. Operating partnerships share of total
    book capitalization is defined as the operating
    partnerships share of total debt plus noncontrolling
    interests to preferred unitholders and limited partnership
    unitholders plus stockholders equity. Operating
    partnerships share of total debt is the operating
    partnerships pro rata portion of the total debt based on
    its percentage of equity interest in each of the consolidated
    and unconsolidated joint ventures holding the debt.
    Operating partnerships share of total assets
    is the operating partnerships pro rata portion of the
    gross book value of real estate interests plus cash and other
    assets. The operating partnership believes that operating
    partnerships share of total debt is a meaningful
    supplemental measure, which enables both management and
    investors to analyze its leverage and to compare its leverage to
    that of other companies. In addition, it allows for a more
    meaningful comparison of the operating partnerships debt
    to that of other companies that do not consolidate their joint
    ventures. Operating partnerships share of total debt is
    not intended to reflect the operating partnerships 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 operating partnerships share of 80




---



##### Table of Contents



total debt to total consolidated debt, a GAAP financial measure,
    please see the table of debt maturities and capitalization above.  Liquidity
    of the Operating Partnership
          For the NineFor the Three


Months EndedMonths Ended September 30,


September 30,Paying Entity

Security

2009


2008


2009


2008AMB Property, L.P.

Common limited partnership units

$
0.280


$
0.520


$
0.840


$
1.560AMB Property, L.P.

Series L preferred units

$
0.406


$
0.406


$
1.219


$
1.219AMB Property, L.P.

Series M preferred units

$
0.422


$
0.422


$
1.266


$
1.266AMB Property, L.P.

Series O preferred units

$
0.438


$
0.438


$
1.313


$
1.313AMB Property, L.P.

Series P preferred units

$
0.428


$
0.428


$
1.284


$
1.284AMB Property II, L.P.

Class B common limited partnership units

$
0.280


$
0.520


$
0.840


$
1.560AMB Property II, L.P.

Series D preferred units

$
0.898


$
0.898


$
2.693


$
2.693      81




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##### Table of Contents



For the Nine MonthsEnded September 30,Summary of Distributions Paid

2009


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

$
208,239


$
240,031Distributions paid to partners


(94,083
)


(163,081
)Distributions to noncontrolling interests, including preferred
    units


(15,241
)


(63,563
)Excess of net cash provided by operating activities over
    distributions paid

$
98,915


$
13,387Net proceeds from divestiture of real estate

$
449,703


$
403,637Excess of net cash provided by operating activities and net
    proceeds from divestiture of real estate over distributions paid

$
548,618


$
417,024   Capital
    Commitments of the Operating Partnership
    For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2009


2008


2009


2008The Americas:Number of new development projects






5



2



15Square feet






1,126,541



285,587



4,464,298Estimated total investment(1)

$



$
72,922


$
19,364


$
316,995Europe:Number of new development projects






2



2



3Square feet






477,465



400,029



817,906Estimated total investment(1)

$



$
59,419


$
41,239


$
91,580Asia:Number of new development projects














2Square feet














694,315Estimated total investment(1)

$



$



$



$
56,651Total:Number of new development projects






7



4



20Square feet






1,604,006



685,616



5,976,519Estimated total investment(1)

$



$
132,341


$
60,603


$
465,226Total development pipeline estimated investment(1)(2)

$
547,467


$
1,539,463


$
547,467


$
1,539,463Total development pipeline invested to date(3)

$
476,351


$
1,211,141


$
476,351


$
1,211,141Total development pipeline remaining to invest(3)(4)

$
71,116


$
328,322


$
71,116


$
328,322     (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 82




---



##### Table of Contents



forecasts and are subject to change.
    Non-U.S.
    dollar investments are translated into U.S. dollars using the
    exchange rate as of September 30, 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.
  Lease Commitments.
  Co-Investment Ventures.
  Captive Insurance Company.
 83




---



##### Table of Contents



Potential Contingent and Unknown
    Liabilities.
  
    liabilities for environmental conditions;
    losses in excess of insured coverage;
    claims of customers, vendors or other persons dealing with the
    companys predecessors prior to the companys
    formation or acquisition transactions that had not been asserted
    or were unknown prior to the operating partnerships
    formation or acquisition transactions;
    claims for indemnification by the general partners, officers and
    directors and others indemnified by the former owners of the
    operating partnerships properties;
    accrued but unpaid liabilities incurred in the ordinary course
    of business; and
    tax, legal and regulatory liabilities.  Capital
    Deployment
    For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2009


2008


2009


2008The Americas:Acres






38



4



197Estimated build out potential (square feet)






674,488







3,537,632Investment(1)

$



$
9,201


$
1,539


$
88,436Europe:Acres






16







61Estimated build out potential (square feet)






400,029







1,282,347Investment(1)

$



$
11,813


$



$
36,186Asia:Acres






36



38



74Estimated build out potential (square feet)






1,654,137



1,075,819



2,838,973Investment(1)

$



$
19,090


$
17,032


$
34,683Total:Acres






90



42



332Estimated build out potential (square feet)






2,728,654



1,075,819



7,658,952Investment(1)

$



$
40,104


$
18,571


$
159,305     (1)
    
    Represents actual cost incurred to date including initial
    acquisition, associated closing costs, infrastructure and
    associated capitalized interest and overhead costs. 84




---



##### Table of Contents



For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2009


2008


2009


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






4







8Square feet






625,038







1,622,649Expected investment(1)

$



$
70,638


$



$
171,694Number of properties acquired by AMB Europe Fund I, FCP-FIS














3Square feet














848,313Expected investment(1)

$



$



$



$
154,499Number of properties acquired by AMB Property, L.P.






3







9Square feet






941,412







2,630,318Expected investment(1)

$



$
68,990


$



$
204,534Total number of properties acquired






7







20Total square feet






1,566,450







5,101,280Total acquisition cost

$



$
137,218


$



$
517,325Total acquisition capital






2,410







13,402Total expected investment(1)

$



$
139,628


$



$
530,727     (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 September 30, 2009 or 2008, as
    applicable.  OFF-BALANCE
    SHEET ARRANGEMENTS
  Standby Letters of Credit.
  Guarantees and Contribution
    Obligations.
     85




---



##### Table of Contents



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)
       86




---



##### Table of Contents



87




---



##### Table of Contents



For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2009


2008


2009


2008Net income (loss) available to common unitholders of the
    operating partnership

$
63,949


$
24,733


$
(43,209
)

$
139,849Net (income) loss available to common unitholders of the
    operating partnership attributable to limited partners of the
    operating partnership


(1,159
)


(1,005
)


696



(5,015
)Net income (loss) available to common stockholders of the parent
    company


62,790



23,728



(42,513
)


134,834Gains from sale or contribution of real estate interests, net


(8,434
)


12



(37,138
)


(22,832
)Depreciation and amortization:Total depreciation and amortization


47,166



45,799



128,133



126,001Discontinued operations depreciation


69



1,190



1,877



3,553Non-real estate depreciation


(1,927
)


(1,997
)


(6,017
)


(5,786
)Adjustments to derive FFO from consolidated joint ventures:Joint venture partners noncontrolling interests (Net
    income (loss))


6,058



4,194



8,829



29,881Limited partnership unitholders noncontrolling interests
    (Net income (loss))


447



(129
)


(3,543
)


3,020Limited partnership unitholders noncontrolling interests
    (Development gains)


1,388



1,090



2,445



2,795FFO attributable to noncontrolling interests


(8,587
)


(8,819
)


(19,450
)


(41,812
)Adjustments to derive FFO from unconsolidated joint ventures:The companys share of net (income) loss


(3,257
)


(5,372
)


(7,507
)


(14,359
)The companys share of FFO


11,079



11,589



30,389



32,727Allocation to participating securities(1)


(271
)


(173
)






(886
)Funds from operations

$
106,521


$
71,112


$
55,505


$
247,136Basic FFO per common share and unit

$
0.72


$
0.70


$
0.42


$
2.44Diluted FFO per common share and unit

$
0.71


$
0.69


$
0.42


$
2.39Weighted average common shares and units:Basic


148,761,501



101,119,207



133,293,607



101,312,811Diluted


149,088,298



102,802,271



133,350,535



103,241,212     (1)
    
    To be consistent with the companys policies of determining
    whether instruments granted in share-based payment transactions
    are participating securities and accounting for earnings per
    share, the FFO per common share and unit is adjusted for FFO
    distributed through declared dividends 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, allocations were
    made to 920,413 unvested restricted shares 88




---



##### Table of Contents



outstanding for both the three and nine months ended
    September 30, 2009 and 905,220 unvested restricted shares
    outstanding for both the three and nine months ended
    September 30, 2008.  Same
    Store Net Operating Income (SS NOI)
     89




---



##### Table of Contents



For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2009


2008


2009


2008Net income (loss)

$
76,464


$
34,737


$
(17,858
)

$
192,502Private capital revenues


(7,886
)


(9,502
)


(27,376
)


(60,838
)Depreciation and amortization


47,166



45,799



128,133



126,001Real estate impairment losses










174,410



General and administrative and fund costs


27,396



34,725



84,660



104,242Restructuring charges










3,824



Total other income and expenses


22,486



3,055



50,402



(11,602
)Total discontinued operations


(62,598
)


(3,028
)


(91,781
)


(11,097
)Net operating income


103,028



105,786



304,414



339,208Less non same-store NOI


(20,876
)


(18,712
)


(53,305
)


(78,851
)Less non-cash adjustments(1)


(43
)


(374
)


855



(2,161
)Cash-basis same-store NOI

$
82,109


$
86,700


$
251,964


$
258,196     (1)
    
    Non-cash adjustments include straight-line rents and
    amortization of lease intangibles for the same store pool only.  OWNED AND
    MANAGED OPERATING AND LEASING STATISTICS
  Owned and
    Managed Operating and Leasing Statistics (1)
    Operating PortfolioSquare feet owned(2)(3)


131,789,032Occupancy percentage(3)


91.0
%Average occupancy percentage


90.4
%Weighted average lease terms (years):Original


6.3Remaining


3.6Trailing four quarters tenant retention


61.1
%Trailing four quarters rent change on renewals and rollovers:(4)Percentage


(3.9
)%Same space square footage commencing (millions)


19.6Trailing four quarters second generation leasing activity:(5)Tenant improvements and leasing commissions per sq. ft.:Retained

$
1.19Re-tenanted

$
2.80Weighted average

$
1.80Square footage commencing (millions)


25.3     (1)
    
    Schedule includes owned and managed operating properties. This
    excludes development and renovation projects and recently
    completed development projects available for sale or
    contribution. 90




---



##### Table of Contents



(2)
    
    As of September 30, 2009, the company had investments in
    7.4 million square feet of operating properties through its
    investments in non-managed unconsolidated joint ventures and
    0.1 million square feet, which is the location of its
    global headquarters.(3)
    
    On a consolidated basis, the company had approximately
    72.2 million rentable square feet with an occupancy rate of
    89.6% at September 30, 2009.(4)
    
    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.(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.    Total/WeightedOwned and Managed Property Data(1)

The Americas


Europe


Asia


AverageFor the quarter ended September 30, 2009:Rentable square feet


110,886,880



10,587,617



10,314,535



131,789,032Occupancy percentage at period end(2)


90.6
%


95.3
%


90.2
%


91.0
%Trailing four quarters same space square footage leased


17,201,541



894,705



1,532,553



19,628,799Trailing four quarters rent change on renewals and
    rollovers(2)(3)


(4.2
)%


(6.3
)%


(1.0
)%


(3.9
)%     (1)
    
    Schedule includes owned and managed operating properties which
    the company defines as properties in which it has at least a 10%
    ownership interest, for which the company is the property or
    asset manager and which the company currently intends 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 89.5%, 95.9% and
    89.8%, respectively, and trailing four quarters rent change on
    renewals and rollovers at period end for 2009 was (3.9)%, (4.3)%
    and (5.4)%, 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 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. 91




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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)


114,643,564% of total square feet


87.0
%Occupancy percentage(3)


90.8
%Average occupancy percentage


90.3
%Weighted average lease terms (years):Original


6.2Remaining


3.2Trailing four quarters tenant retention


59.5
%Trailing four quarters rent change on renewals and rollovers:(4)Percentage


(4.8
)%Same space square footage commencing (millions)


17.5Growth% increase (decrease) (including straight-line rents):Revenues(5)


(3.1
)%Expenses(5)


3.8
%Net operating income, excluding lease termination fees(5)(6)


(5.6
)%Growth% increase (decrease) (excluding straight-line rents):Revenues(5)


(4.1
)%Expenses(5)


3.8
%Net operating income, excluding lease termination fees(5)(6)


(7.0
)%     (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, the company had approximately
    64.2 million square feet with an occupancy rate of 90.0% at
    September 30, 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 September 30, 2009, on a
    consolidated basis, the percentage change was (4.3)%, 2.6% and
    (7.1)%, respectively, for revenues, expenses and net operating
    income (including straight-line rents) and (4.0)%, 2.6% and
    (6.7)%, respectively, for revenues, expenses and net operating
    income (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. 92




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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)

$
3,626


$
759,909


$
142,136


$
378,234


$
542,721


$
307,566


$
2,134,192


$
2,108,021Average interest rate


6.4
%


4.7
%


6.6
%


5.9
%


6.2
%


6.4
%


5.7
%


n/aVariable rate debt(2)

$
156,340


$
576,655


$
175,264


$
88,087


$
19,543


$
30,740


$
1,046,629


$
1,007,282Average interest rate


1.2
%


1.3
%


1.5
%


2.0
%


2.0
%


1.8
%


1.3
%


n/aInterest payments

$
2,150


$
42,144


$
12,017


$
24,121


$
33,888


$
20,084


$
134,404



n/a     (1)
    
    Represents 67.1% of all outstanding debt at September 30,
    2009.(2)
    
    Represents 32.9% of all outstanding debt at September 30,
    2009.      Financial Instruments.
 93




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##### Table of Contents



December 11,


December 31,


September 4,


November 1,


October 1,


Notional


FairRelated Derivatives

2009


2009


2010


2010


2012


Amount


ValueInterest Rate Swaps (USD)Trade Notional Amount









$
130,000










$
130,000Receive Floating(%)










3 mo. US LIBORPay Fixed Rate(%)










2.70
%Fair Market Value (USD)









$
(2,575
)













$
(2,575
)Trade Notional Amount

$
100,000


















$
100,000Receive Floating(%)


3 mo. US LIBORPay Fixed Rate(%)


2.70
%Fair Market Value (USD)

$
(468
)





















$
(468
)Interest Rate Caps (USD)Trade Notional Amount













$
7,319






$
7,319Underlying Rate














1 mo. US LIBORStrike Price














3.15
%Fair Market Value (USD)














2










$
2Trade Notional Amount

















$
26,500


$
26,500Underlying Rate


















1 mo. US LIBORStrike Price


















4.25
%Fair Market Value (USD)


















171






$
171Foreign Exchange Forward ContractsFX Forward Contract, EuroTrade Notional Amount (USD)





$
346,668














$
346,668Forward Strike Rate






1.461912/31/09 Forward Rate as of 9/30/2009






1.4633Fair Market Value (USD)





$
(336
)

















$
(336
)FX Forward Contract, CADTrade Notional Amount (USD)





$
186,965














$
186,965Forward Strike Rate






1.069712/31/09 Forward Rate as of 9/30/2009






1.0697Fair Market Value (USD)





$
3


















$
3FX Forward Contract, CADTrade Notional Amount (USD)





$
72,901














$
72,901Forward Strike Rate






1.070012/31/09 Forward Rate as of 9/30/2009






1.0697Fair Market Value (USD)





$
(14
)

















$
(14
)FX Forward Contract, GBPTrade Notional Amount (USD)





$
68,339














$
68,339Forward Strike Rate






1.603012/31/09 Forward Rate as of 9/30/2009






1.5982Fair Market Value (USD)





$
204


















$
204$
938,692


$
(3,013
)   International Operations.
   94




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##### Table of Contents



Item 4.



Controls
    and Procedures (AMB Property Corporation)



The parent company maintains disclosure controls and procedures
    that are designed to ensure that information required to be
    disclosed in its reports filed under the Securities Exchange Act
    of 1934, as amended, is recorded, processed, summarized and
    reported within the time periods specified in the
    U.S. Securities and Exchange Commissions rules and
    forms, and that such information is accumulated and communicated
    to its management, including its chief executive officer and
    chief financial officer, as appropriate, to allow timely
    decisions regarding required disclosure. In designing and
    evaluating the disclosure controls and procedures, the parent
    companys management recognizes that any controls and
    procedures, no matter how well designed and operated, can
    provide only reasonable assurance of achieving the desired
    control objectives, and its management is required to apply its
    judgment in evaluating the cost-benefit relationship of possible
    controls and procedures. Also, the parent company has
    investments in certain unconsolidated entities, which are
    accounted for using the equity method of accounting. As the
    parent company does not control or manage these entities, its
    disclosure controls and procedures with respect to such entities
    may be substantially more limited than those it maintains with
    respect to its consolidated subsidiaries.



As required by
    Rule 13a-15(b)
    or
    Rule 15d-15(b)
    of the Securities Exchange Act of 1934, as amended, management
    of the parent company carried out an evaluation, under the
    supervision and with participation of its chief executive
    officer and chief financial officer, of the effectiveness of the
    design and operation of its disclosure controls and procedures
    that were in effect as of the end of the quarter covered by this
    report. Based on the foregoing, the parent companys chief
    executive officer and chief financial officer each concluded
    that its disclosure controls and procedures were effective at
    the reasonable assurance level.



There have been no changes in the parent companys internal
    control over financial reporting during its most recent fiscal
    quarter that have materially affected, or are reasonably likely
    to materially affect, its internal control over financial
    reporting. Controls
    and Procedures (AMB Property, L.P.)    Rule 13a-15(b) Rule 15d-15(b)
   95




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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 (AMB Property
    Corporation)    Item 5.
    Other
    Information    Item 6.
    Exhibits  No. 001-13545.
  ExhibitNumber

Description10
.1

Separation Agreement and Release of All Claims, dated
    September 18, 2009, by and between AMB Property Corporation
    and John T. Roberts, Jr. (incorporated by reference to
    Exhibit 10.1 of AMB Property Corporations Current
    Report on
    Form 8-K
    filed on September 23, 2009).10
.2

Credit Agreement, dated as of October 15, 2009, by and
    among AMB Property, L.P., JPMorgan Chase Bank, N.A., as
    administrative agent, J.P. Morgan Europe Limited, as
    administrative agent for Euros, Sumitomo Mitsui Banking
    Corporation, as administrative agent for Yen and syndication
    agent, J.P. Morgan Securities Inc. and Sumitomo Mitsui
    Banking Corporation, as joint lead arrangers and joint
    bookrunners, Calyon Credit Agricole CIB, New York Branch, and
    U.S. Bank National Association, and HSBC Bank USA, National
    Association, as documentation agents, AMB European Investments
    LLC and AMB Japan Finance, Y.K., as the initial qualified
    borrowers, and a syndicate of banks (incorporated by reference
    to Exhibit 10.1 of the Current Report on
    Form 8-K
    of AMB Property Corporation and AMB Property, L.P. filed on
    October 21, 2009).10
.3

Guaranty of Payment, dated as of October 15, 2009, by AMB
    Property Corporation for the benefit of JPMorgan Chase Bank,
    N.A., as Administrative Agent for the banks that are from time
    to time parties to that certain Credit Agreement, dated as of
    October 15, 2009 (incorporated by reference to
    Exhibit 10.2 of the Current Report on
    Form 8-K
    of AMB Property Corporation and AMB Property, L.P. filed on
    October 21, 2009). 96




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##### Table of Contents



ExhibitNumber

Description10
.4

Qualified Borrower Guaranty, dated as of October 15, 2009,
    by AMB Property, L.P. for the benefit of JPMorgan Chase Bank,
    N.A., as Administrative Agent, and J.P. Morgan Europe
    Limited, as Administrative Agent, and Sumitomo Mitsui Banking
    Corporation, as Administrative Agent, for the banks that are
    from time to time parties to that certain Credit Agreement,
    dated as of October 15, 2009 (incorporated by reference to
    Exhibit 10.3 of the Current Report on
    Form 8-K
    of AMB Property Corporation and AMB Property, L.P. filed on
    October 21, 2009).31
.1

Rule 13a-14(a)/15d-14(a)
    Certifications dated October 30, 2009 for AMB Property
    Corporation.31
.2

Rule 13a-14(a)/15d-14(a)
    Certifications dated October 30, 2009 for AMB Property, L.P.32
.1

18 U.S.C. § 1350 Certifications dated October 30,
    2009 for AMB Property Corporation. 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 the parent companys filings, whether made
    before or after the date hereof, regardless of any general
    incorporation language in such filing.32
.2

18 U.S.C. § 1350 Certifications dated October 30,
    2009 for AMB Property, L.P. 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
    the operating partnerships filings, whether made before or
    after the date hereof, regardless of any general incorporation
    language in such filing.  97




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##### Table of Contents



AMB
    PROPERTY CORPORATION
  SIGNATURES
    
  Registrant
  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)
   98




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##### Table of Contents



AMB
    PROPERTY, L.P.
  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)
   99