##### 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, 2007ORo

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

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

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

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




---



##### 



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

Financial Statements (unaudited)Consolidated Balance Sheets as of
    September 30, 2007 and December 31, 2006


1Consolidated Statements of Operations for the
    Three and Nine Months Ended September 30, 2007 and 2006


2Consolidated Statement of Partners Capital
    for the Nine Months Ended September 30, 2007


3Consolidated Statements of Cash Flows for the
    Nine Months Ended September 30, 2007
    and 2006


4Notes to Consolidated Financial Statements


5Item 2.

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


32Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


67Item 4.

Controls and Procedures


68PART II. OTHER INFORMATIONItem 1.

Legal Proceedings


69Item 1A.

Risk Factors


69Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


69Item 3.

Defaults Upon Senior Securities


69Item 4.

Submission of Matters to a Vote of Security
    Holders


69Item 5.

Other Information


69Item 6.

Exhibits


70EXHIBIT 10.2EXHIBIT 10.4EXHIBIT 10.5EXHIBIT 31.1EXHIBIT 32.1




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##### Table of Contents



PART I
  Item 1.
    Financial
    Statements  AMB
    PROPERTY, L.P.
  CONSOLIDATED
    BALANCE SHEETS
 As of
    September 30, 2007 and December 31, 2006
  September 30,


December 31,2007


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

$
1,264,112


$
1,351,123Buildings and improvements


3,798,154



4,038,474Construction in progress


1,486,160



1,186,136Total investments in properties


6,548,426



6,575,733Accumulated depreciation and amortization


(884,336
)


(789,693
)Net investments in properties


5,664,090



5,786,040Investments in unconsolidated joint ventures


360,272



274,381Properties held for contribution, net


258,568



154,036Properties held for divestiture, net


63,733



20,916Net investments in real estate


6,346,663



6,235,373Cash and cash equivalents


296,799



174,763Restricted cash


103,212



21,115Accounts receivable, net of allowance for doubtful accounts of
    $7,787 and $6,361, respectively


159,269



133,998Deferred financing costs, net


24,380



20,394Other assets


132,855



127,869Total assets

$
7,063,178


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

$
1,364,557


$
1,395,354Unsecured senior debt


1,002,810



1,101,874Unsecured credit facilities


818,325



852,033Other debt


145,104



88,154Total debt


3,330,796



3,437,415Security deposits


39,246



36,106Distributions payable


54,902



48,967Accounts payable and other liabilities


238,886



186,807Total liabilities


3,663,830



3,709,295Commitments and contingencies (Note 11)Minority interests:Joint venture partners


516,948



555,201Preferred unitholders


109,075



129,764Total minority interests


626,023



684,965Partners capital:General partner, 98,681,008 and 89,433,024 units
    outstanding, respectively; 2,000,000 Series L preferred
    units issued and outstanding with a $50,000 liquidation
    preference, 2,300,000 Series M preferred units issued and
    outstanding with a $57,500 liquidation preference, 3,000,000
    Series O preferred units issued and outstanding with a
    $75,000 liquidation preference and 2,000,000 Series P
    preferred units issued and outstanding with a $50,000
    liquidation preference


2,701,066



2,166,657Limited partners, 2,886,070 and 3,450,343 units,
    respectively


72,259



152,595Total partners capital


2,773,325



2,319,252Total liabilities and partners capital

$
7,063,178


$
6,713,512    1




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##### Table of Contents



AMB
    PROPERTY, L.P.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
    For the Three and Nine Months Ended September 30, 2007 and
    2006
  For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2007


2006


2007


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

$
158,740


$
172,845


$
477,823


$
510,038Private capital income


7,564



7,490



22,007



17,539Total revenues


166,304



180,335



499,830



527,577COSTS AND EXPENSESProperty operating expenses


(23,791
)


(24,774
)


(73,249
)


(72,557
)Real estate taxes


(19,237
)


(19,766
)


(56,677
)


(59,114
)Depreciation and amortization


(40,865
)


(46,914
)


(122,433
)


(133,514
)Impairment losses










(257
)


(5,394
)General and administrative


(35,145
)


(25,641
)


(95,259
)


(73,831
)Other expenses


(944
)


(893
)


(2,995
)


(1,134
)Fund costs


(261
)


(495
)


(779
)


(1,588
)Total costs and expenses


(120,243
)


(118,483
)


(351,649
)


(347,132
)OTHER INCOME AND EXPENSESEquity in earnings of unconsolidated joint ventures, net


3,425



2,239



7,286



12,605Other income


7,956



2,911



20,012



8,716Gains from sale or contribution of real estate interests, net










74,843



Development profits, net of taxes


48,298



23,517



89,486



69,889Interest expense, including amortization


(28,896
)


(43,966
)


(96,394
)


(127,487
)Total other income and expenses, net


30,783



(15,299
)


95,233



(36,277
)Income before minority interests, discontinued operations and
    cumulative effect of change in accounting principle


76,844



46,553



243,414



144,168Minority interests share of income:Joint venture partners share of income before minority
    interests and discontinued operations


(5,889
)


(12,014
)


(21,149
)


(29,310
)Joint venture partners share of development (profits)
    losses






(64
)


(1,335
)


525Preferred unitholders


(1,605
)


(2,203
)


(6,285
)


(8,090
)Total minority interests share of income


(7,494
)


(14,281
)


(28,769
)


(36,875
)Income from continuing operations before cumulative effect of
    change in accounting principle


69,350



32,272



214,645



107,293Discontinued operations:Income attributable to discontinued operations, net of minority
    interests


2,513



3,731



7,604



14,130Gains from dispositions of real estate, net of minority interests


4,034



223



4,393



25,517Total discontinued operations


6,547



3,954



11,997



39,647Net income before cumulative effect of change in accounting
    principle


75,897



36,226



226,642



146,940Cumulative effect of change in accounting principle














193Net income


75,897



36,226



226,642



147,133Series L, M, O and P preferred unit distributions


(3,952
)


(3,440
)


(11,856
)


(9,631
)Series J and K preferred unit distributions






(1,590
)


(1,608
)


(4,770
)Preferred unit redemption (issuance costs) discount


(3
)


16



(2,930
)


(1,004
)Net income available to common unitholders

$
71,942


$
31,212


$
210,248


$
131,728Income available to common unitholders attributable to:General partner

$
69,155


$
29,963


$
202,275


$
125,682Limited partners


2,787



1,249



7,973



6,046Net income available to common unitholders

$
71,942


$
31,212


$
210,248


$
131,728Basic income per common unitIncome from continuing operations (after preferred unit
    distributions and preferred unit redemption discount /issuance
    costs) before cumulative effect of change in accounting principle

$
0.64


$
0.30


$
1.96


$
1.01Discontinued operations


0.06



0.04



0.12



0.43Cumulative effect of change in accounting principle














Net income available to common unitholders

$
0.70


$
0.34


$
2.08


$
1.44Diluted income per common unitIncome from continuing operations (after preferred unit
    distributions and preferred unit redemption discount/issuance
    costs) before cumulative effect of change in accounting principle

$
0.62


$
0.29


$
1.91


$
0.97Discontinued operations


0.06



0.04



0.12



0.42Cumulative effect of change in accounting principle














Net income available to common unitholders

$
0.68


$
0.33


$
2.03


$
1.39WEIGHTED AVERAGE COMMON UNITS OUTSTANDINGBasic


102,917,908



92,088,600



101,229,730



91,569,011Diluted


105,109,868



95,117,597



103,777,347



94,734,736    2




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##### Table of Contents



AMB
    PROPERTY, L.P.
  CONSOLIDATED
    STATEMENT OF PARTNERS CAPITAL
    For the Nine Months Ended September 30, 2007
  General Partner


Limited PartnersPreferred Units


Common Units


Preferred Units


Common UnitsUnits


Amount


Units


Amount


Units


Amount


Units


Amount


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


9,300,000


$
223,417



89,433,024


$
1,943,240



1,600,000


$
77,815



3,450,343


$
74,780


$
2,319,252Comprehensive income:Net income






11,856







202,275







1,608







7,973Unrealized (loss) on securities and derivatives














(815
)














Currency translation adjustment














8,633















Total comprehensive income


































231,530Stock-based compensation amortization and issuance of common
    limited partnership units in connection with the issuance of
    restricted stock and options










25,424



13,517



















13,517Issuance of common units










8,365,800



472,072



















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










1,361,525



23,324



















23,324Conversion of operating partnership units to common stock










564,273



32,941











(564,273
)


(11,285
)


21,656Forfeiture of common limited partnership units in connection
    with the forfeiture of restricted stock














(1,436
)


















(1,436
)Repurchase of preferred units


















(1,600,000
)


(77,815
)










(77,815
)Repurchase of common units










(1,069,038
)


(53,359
)


















(53,359
)Offering costs






(5
)






(572
)


















(577
)Reallocation of interests














(13,598
)














7,398



(6,200
)Distributions






(11,856
)






(148,568
)






(1,608
)






(6,607
)


(168,639
)Balance as of September 30, 2007


9,300,000


$
223,412



98,681,008


$
2,477,654






$




2,886,070


$
72,259


$
2,773,325    3




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##### Table of Contents



AMB
    PROPERTY, L.P.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 For the Nine Months Ended September 30, 2007 and 2006
  2007


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

$
226,642


$
147,133Adjustments to net income:Straight-line rents and amortization of lease intangibles


(8,767
)


(16,190
)Depreciation and amortization


122,433



133,514Impairment losses


257



5,394Exchange losses


2,883



Stock-based compensation amortization


13,517



14,386Equity in earnings of unconsolidated joint ventures


(7,286
)


(12,605
)Operating distributions received from unconsolidated joint
    ventures


12,354



1,882Gains from sale or contribution of real estate interests, net


(74,843
)


Development profits, net of taxes


(89,486
)


(69,889
)Debt premiums, discounts and finance cost amortization, net


2,446



6,799Total minority interests share of net income


28,769



36,875Discontinued operations:Depreciation and amortization


1,061



2,916Joint venture partners share of net income


(66
)


378Gains from dispositions of real estate, net of minority interests


(4,393
)


(25,517
)Cumulative effect of change in accounting principle






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


(74,648
)


(19,000
)Accounts payable and other liabilities


66,062



15,201Net cash provided by operating activities


216,935



221,084CASH FLOWS FROM INVESTING ACTIVITIESChange in restricted cash


(78,756
)


4,723Cash paid for property acquisitions


(50,749
)


(407,778
)Additions to land, buildings, development costs, building
    improvements and lease costs


(806,702
)


(764,946
)Net proceeds from divestiture of real estate


502,267



217,330Additions to interests in unconsolidated joint ventures


(53,852
)


(2,389
)Capital distributions received from unconsolidated joint ventures


82,724



25,377Repayment of mortgage and loan receivables


1,542



2,839Cash transferred to unconsolidated joint venture


(33,709
)


Net cash used in investing activities


(437,235
)


(924,844
)CASH FLOWS FROM FINANCING ACTIVITIESIssuance of common units, net


495,396



49,580Repurchase and retirement of common units


(53,359
)


Borrowings on secured debt


592,635



309,367Payments on secured debt


(250,100
)


(223,343
)Borrowings on other debt


75,956



72,032Payments on other debt


(19,537
)


(16,101
)Borrowings on unsecured credit facilities


1,242,481



912,967Payments on unsecured credit facilities


(1,303,843
)


(615,309
)Payment of financing fees


(13,119
)


(8,552
)Net proceeds from issuances of senior debt


24,734



272,677Payments on senior debt securities


(125,000
)


(25,000
)Net proceeds from issuances of preferred units






48,263Issuance costs on preferred units


(577
)


(217
)Repurchase of preferred units


(102,737
)


(98,080
)Contributions from co-investment partners


38,547



183,153Distributions paid to partners


(156,165
)


(135,329
)Distributions to minority interests, including preferred units


(113,910
)


(104,054
)Net cash provided by financing activities


331,402



622,054Net effect of exchange rate changes on cash


10,934



3,162Net increase (decrease) in cash and cash equivalents


122,036



(78,544
)Cash and cash equivalents at beginning of period


174,763



232,881Cash and cash equivalents at end of period

$
296,799


$
154,337Supplemental Disclosures of Cash Flow InformationCash paid for interest, net of capitalized interest

$
105,171


$
114,698Non-cash transactions:Acquisition of properties

$
53,509


$
514,603Assumption of secured debt






(77,862
)Assumption of other assets and liabilities


(11
)


(18,180
)Acquisition capital


(849
)


(10,783
)Minority interest contribution, including units issued


(1,900
)


Net cash paid for property acquisitions

$
50,749


$
407,778Preferred unit redemption issuance costs

$
2,930


$
1,004Contribution of properties to unconsolidated joint ventures, net

$
74,035


$
133,032Purchase of equity interest of unconsolidated joint venture, net

$
26,031


$
    4




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##### Table of Contents



AMB
    PROPERTY, L.P.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    September 30, 2007
    (unaudited)
  1.
    Organization
    and Formation of the Company  ® ®
         5




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    on an owned and managed basis, which includes investments held
    on a consolidated basis or through unconsolidated joint
    ventures, the Operating Partnership owned or partially owned
    approximately 114.0 million square feet (principally
    warehouse distribution buildings) that were 95.5% leased;
    on an owned and managed basis, which includes investments held
    on a consolidated basis or through unconsolidated joint
    ventures, the Operating Partnership had investments in 51
    industrial development projects, which are expected to total
    approximately 16.8 million square feet upon completion;
    on a consolidated basis, the Operating Partnership owned ten
    development projects, totaling approximately 2.5 million
    square feet, which are available for sale or contribution;
    through non-managed unconsolidated joint ventures, the Operating
    Partnership had investments in 46 industrial operating
    properties, totaling approximately 7.4 million square
    feet; and
    the Operating Partnership held approximately 0.1 million
    square feet, which is the location of the Operating
    Partnerships global headquarters.  2.
    Interim
    Financial Statements    Form 10-K Form 10-Q
    Investments in Real Estate. property-by-property
 6




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##### Table of Contents



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




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115,
  3.
    Real
    Estate Acquisition and Development Activity    For the Three Months Ended


For the Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Number of properties acquired by AMB Institutional Alliance
    Fund III, L.P.


5



6



18



14Square feet


986,161



1,034,080



3,815,577



3,385,077Expected investment

$
83,284


$
97,315


$
311,803


$
274,201Number of properties acquired by AMB Europe Fund I, FCP-FIS


1







5



Square Feet


122,924







1,468,239



Expected investment

$
9,384


$



$
134,779


$
Number of properties acquired by AMB Japan
    Fund I, L.P.


1







8



Square feet


44,566







1,107,261



Expected investment

$
4,957


$



$
180,901


$
Number of properties acquired by AMB-SGP Mexico, LLC










3



Square Feet










1,739,976



Expected investment

$



$



$
69,688


$
Number of properties acquired by AMB Partners II, L.P.














2Square feet














616,437Expected investment














60,602Number of properties acquired by AMB Property, L.P.


2



3



6



7Square feet


304,777



248,257



665,829



1,901,813Expected investment

$
18,635


$
18,280


$
55,459


$
180,933Total number of properties acquired


9



9



40



23Total square feet


1,458,428



1,282,337



8,796,882



5,903,327Total acquisition cost

$
113,601


$
112,828


$
738,158


$
504,953Total acquisition capital

$
2,659


$
2,767


$
14,472


$
10,783Total expected investment

$
116,260


$
115,595


$
752,630


$
515,736  8




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##### Table of Contents



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


For the Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006North America:Number of new development projects


9



5



20



12Number of value-added conversion projects










1



Square feet


2,327,175



2,055,118



5,415,497



4,333,307Estimated total investment(1)

$
181,345


$
112,316


$
407,670


$
250,627Europe:Number of new development projects


2



1



2



1Square feet


504,288



37,954



504,288



37,954Estimated total investment(1)

$
51,652


$
4,405


$
51,652


$
4,405Asia:Number of new development projects






2



3



6Square feet






677,655



2,027,859



3,338,203Estimated total investment(1)

$



$
134,486


$
229,553


$
349,592Total:Number of new development projects


11



8



25



19Number of value-added conversion projects










1



Square feet


2,831,463



2,770,727



7,947,644



7,709,464Estimated total investment(1)

$
232,997


$
251,207


$
688,875


$
604,624     For the Three Months Ended


For the Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006North America:Acres


92



253



1,026



579Estimated build out potential (square feet)


1,444,220



3,233,229



17,996,473



8,618,394Investment(2)

$
65,755


$
54,078


$
165,951


$
183,722Asia:Acres


16



19



19



33Estimated build out potential (square feet)


398,264



799,634



787,264



1,984,430Investment(2)

$
5,645


$
11,446


$
18,645


$
47,382Total:Acres


108



272



1,045



612Estimated build out potential (square feet)


1,842,484



4,032,863



18,783,737



10,602,824Investment(2)

$
71,400


$
65,524


$
184,596


$
231,104  9




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    Includes total estimated cost of development, renovation, or
    expansion, including initial acquisition costs, prepaid ground
    leases and associated carry costs. Estimated total investments
    are based on current forecasts and are subject to change.(2)
    
    Includes acquisition cost and associated carry costs.    For the Three Months Ended


For the Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Placed in Operations:Number of projects






2



1



7Square feet






181,240



179,400



941,336Investment

$



$
13,030


$
10,657


$
90,470Sold:Number of projects


1



3



6



4Square feet






766,547



368,492



798,699Investment

$
8,065


$
30,162


$
51,648


$
32,656Contributed:Number of projects










7



2Square feet










2,037,047



1,457,942Investment

$



$



$
195,556


$
248,700Held for Sale or Contribution:Number of projects


6



7



9



9Square feet


1,786,465



2,664,436



2,259,647



3,001,892Investment

$
138,202


$
199,108


$
182,149


$
217,740Total:Number of projects


7



12



23
(1)


22
(1)Square feet


1,786,465



3,612,223



4,844,586



6,199,869Investment

$
146,267


$
242,300


$
440,010


$
589,566     (1)
    
    One of the projects completed during the three and nine months
    ended September 30, 2006, totaling $12.6 million and
    approximately 0.2 million square feet, is held in an
    unconsolidated joint venture.  Development Pipeline.
 10




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.  Development
    Profits, Gains from Dispositions of Real Estate Interests and
    Discontinued Operations
    For the Three


For the NineMonths Ended


Months EndedSeptember 30,


September 30,2007


2006


2007


2006Number of completed development projects


1



3



6



4Number of value-added conversions


1







1



Number of land parcels














2Square feet


42,585



766,547



368,492



798,699Gross sales price

$
26,280


$
38,421


$
71,894


$
46,426Development profits, net of taxes

$
8,479


$
6,983


$
14,686


$
6,789     For the Three


For the NineMonths Ended


Months EndedSeptember 30,


September 30,2007


2006


2007


2006Number of projects contributed to AMB Institutional Alliance
    Fund III, L.P.










4



Square feet










1,006,164



Number of projects contributed to AMB-SGP Mexico, LLC










1



1Square feet










217,514



580,669Number of land parcels contributed to AMB DFS Fund I, LLC










2



Square feet














Number of projects contributed to AMB Europe Fund I, FCP-FIS


3







6



Square feet


864,804







1,312,614



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


1



1



1



2Square feet


469,627



667,978



469,627



1,457,943Total number of contributed development assets


4



1



14



3Total square feet


1,334,431



667,978



3,005,919



2,038,612Development profits, net of taxes

$
39,819


$
16,534


$
74,800


$
63,100   Gains from Sale or Contribution of Real Estate
    Interests.
 11




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Discontinued Operations. Accounting for the Impairment or
    Disposal of Long-Lived Assets
  Properties Held for Contribution. 15-20%.
  Properties Held for Divestiture.
    For the Three


For the NineMonths Ended


Months EndedSeptember 30,


September 30,2007


2006


2007


2006Rental revenues

$
3,005


$
7,383


$
8,784


$
21,804Straight-line rents and amortization of lease intangibles


(53
)


105



(160
)


361Property operating expenses


(196
)


(1,067
)


(594
)


(3,544
)Real estate taxes


(186
)


(554
)


(583
)


(2,095
)Depreciation and amortization


(117
)


(1,810
)


(1,061
)


(2,916
)General and administrative






(179
)






(13
)Other income and expenses, net


57







(18
)


(21
)Interest, including amortization






91



1,170



932Joint venture partners share of loss (income)


3



(238
)


66



(378
)Income attributable to discontinued operations

$
2,513


$
3,731


$
7,604


$
14,130     September 30,

December 31,2007

2006Other assets

$
2,465


$
2,556Accounts payable and other liabilities

$
4,725


$
2,696  12




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Debt    September 30,


December 31,2007


2006Operating Partnership secured debt, varying interest rates from
    1.1% to 8.6%, due December 2007 to January 2012 (weighted
    average interest rate of 5.6% at September 30, 2007 and
    December 31, 2006)

$
242,227


$
368,332Consolidated joint venture secured debt, varying interest rates
    from 3.5% to 9.4%, due October 2007 to February 2024 (weighted
    average interest rates of 6.2% and 6.5% at September 30,
    2007 and December 31, 2006, respectively)


1,117,758



1,020,678Unsecured senior debt securities, varying interest rates from
    3.5% to 8.0%, due June 2008 to June 2018 (weighted average
    interest rates of 6.1% and 6.2% at September 30, 2007 and
    December 31, 2006, respectively)


1,012,491



1,112,491Other debt, varying interest rates from 3.4% to 7.5%, due
    November 2007 to November 2015 (weighted average interest rates
    of 6.2% and 6.6% at September 30, 2007 and
    December 31, 2006, respectively)


145,104



88,154Unsecured credit facilities, variable interest rate, due
    February 2010 and September 2010 (weighted average interest
    rates of 3.4% and 3.1% at September 30, 2007 and
    December 31, 2006, respectively)


818,325



852,033Total debt before unamortized net discounts


3,335,905



3,441,688Unamortized net discounts


(5,109
)


(4,273
)Total consolidated debt

$
3,330,796


$
3,437,415      13




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##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



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


ConsolidatedPartnership


Joint Venture


UnsecuredSecured


Secured


Senior Debt


Credit


OtherDebt


Debt


Securities


Facilities


Debt


Total2007

$
57,564


$
11,256


$



$



$
13,173


$
81,9932008


90,800



72,774



175,000







810



339,3842009


25,799



146,333



100,000







873



273,0052010


65,905



95,365



250,000



604,873



941



1,017,0842011


115



189,640



75,000



213,452



1,014



479,2212012


2,044



459,082











61,093



522,2192013






46,366



175,000







65,920



287,2862014






4,076











616



4,6922015






18,780



112,491







664



131,9352016






54,995















54,995Thereafter






19,091



125,000











144,091Sub Total


242,227



1,117,758



1,012,491



818,325



145,104



3,335,905Unamortized net premiums (discounts)


1,129



3,443



(9,681
)










(5,109
)Total consolidated debt

$
243,356


$
1,121,201


$
1,002,810


$
818,325


$
145,104


$
3,330,796   6.
    Minority
    Interests  Consolidation of Variable Interest Entities
     16




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##### Table of Contents



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


Total InvestmentPartnerships


in Real Estate


Property Debt


Other DebtOwnership


September 30,


December 31,


September 30,


December 31,


September 30,


December 31,Co-investment Joint Venture

Joint Venture Partner

Percentage


2007


2006


2007


2006


2007


2006AMB/Ene, L.P.

Ene Insurance Company and affiliates


50
%

$
52,650


$
52,942


$
20,175


$
20,605


$



$
AMB Partners II, L.P.

City and County of San Francisco


20
%


690,716



679,138



321,358



323,532



65,000



65,000Employees Retirement SystemAMB-SGP, L.P.

Industrial JV Pte. Ltd.(1)


50
%


451,648



444,990



347,802



235,480







AMB Institutional Alliance Fund II, L.P.

AMB Institutional Alliance REIT II, Inc.(2)


20
%


526,194



519,534



239,560



243,263



60,000



AMB-AMS,
    L.P. (3)

PMT, SPW and TNO(4)


39
%


155,955



153,563



83,647



78,904







Other Industrial Operating Joint Ventures




92
%


208,092



258,374



28,999



60,435







Other Industrial Development Joint Ventures




81
%


437,682



320,942



79,660



63,171







98Total







$
2,522,937


$
2,429,483


$
1,121,201


$
1,025,390


$
125,000


$
65,098     (1)
    
    A subsidiary of GIC Real Estate Pte. Ltd., the real estate
    investment subsidiary of the Government of Singapore Investment
    Corporation.(2)
    
    Comprised of 14 institutional investors as stockholders and one
    third-party limited partner as of September 30, 2007.(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.    September 30,


December 31,


Redemption/Callable2007


2006


DateJoint Venture Partners

$
516,948


$
555,201


N/AHeld through AMB Property II, L.P.:Class B Common Limited Partnership Units


31,514



27,281


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


77,561



77,684


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






24,799


Repurchased in April 2007Total minority interests

$
626,023


$
684,965  17




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##### Table of Contents



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


For the Nine MonthsEnded September 30,


Ended September 30,2007


2006


2007


2006Joint Venture Partners share of income

$
5,889


$
12,014


$
21,149


$
29,310Joint Venture Partners share of development profits
    (losses)






64



1,335



(525
)Held through AMB Property II, L.P.:Class B common limited partnership units


174



2



1,283



44Series D preferred units (liquidation preference of $79,767)


1,431



1,545



4,367



4,636Series E preferred units (repurchased in June 2006)














392Series F preferred units (repurchased in 
    September 2006)






146







546Series H preferred units (repurchased in March 2006)














815Series I preferred units (repurchased in April 2007)






510



635



1,530Series N preferred units (repurchased in January 2006)














127Total minority interests share of income

$
7,494


$
14,281


$
28,769


$
36,875      18




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              7.
    Investments
    in Unconsolidated Joint Ventures    OperatingPartnershipsSquare


September 30,


December 31,


OwnershipUnconsolidated Joint Ventures

Feet


2007


2006


PercentageCo-Investment Joint VenturesAMB Institutional Alliance Fund III, L.P.(1)


18,985,658


$
137,759


$
136,971



19
%AMB Japan Fund I, L.P.(2)


5,393,797



54,191



31,811



20
%AMB Europe Fund I, FCP-FIS(3)


7,052,701



50,246



n/a



21
%AMB-SGP Mexico, LLC(4)


4,791,996



12,556



7,601



20
%AMB DFS Fund I, LLC(5)


1,218,483



20,319



11,700



15
%Other Industrial Operating Joint Ventures


7,669,507



49,866



47,955



53
%G. Accion, S.A. de C.V. (G.Accion)


n/a



35,335



38,343



39
%Total Unconsolidated Joint Ventures


45,112,142


$
360,272


$
274,381    19




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##### Table of Contents



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


For the Three Months EndedSeptember 30, 2007


September 30, 2006Income (Loss)











Income (Loss)Property


from


Net





Property


from


NetOperating


Continuing


Income





Operating


Continuing


IncomeUnconsolidated Joint Ventures:

Revenues


Expenses


Operations


(Loss)


Revenues


Expenses


Operations


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

$
36,291


$
(9,396
)

$
3,568


$
3,500


$
20,072


$
(4,242
)

$
3,607


$
3,827AMB Japan Fund I, L.P.(2)


14,000



(3,054
)


1,519



1,519



5,985



(1,421
)


1,015



1,015AMB Europe Fund I, FCP-FIS(3)


15,770



(2,584
)


2,059



2,059















AMB-SGP Mexico, LLC(4)


7,044



(1,217
)


(2,971
)


(2,971
)


3,976



(810
)


(1,459
)


(1,459
)AMB DFS Fund I, LLC(5)










(70
)


(70
)














Total Co-investment Operating Joint Ventures


73,105



(16,251
)


4,105



4,037



30,033



(6,473
)


3,163



3,383Other Industrial Operating Joint Ventures


10,108



(2,454
)


3,039



3,097



9,355



(2,174
)


2,433



2,778Total

$
83,213


$
(18,705
)

$
7,144


$
7,134


$
39,388


$
(8,647
)

$
5,646


$
6,161   For the Nine Months Ended


For the Nine Months EndedSeptember 30, 2007


September 30, 2006Income (Loss)











Income (Loss)Property


from


Net





Property


from


NetOperating


Continuing


Income





Operating


Continuing


IncomeUnconsolidated Joint Ventures:

Revenues


Expenses


Operations


(Loss)


Revenues


Expenses


Operations


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

$
99,005


$
(25,451
)

$
10,397


$
10,351


$
54,024


$
(12,697
)

$
8,257


$
8,913AMB Japan Fund I, L.P.(2)


36,348



(7,806
)


5,219



5,219



11,470



(2,944
)


1,403



1,403AMB Europe Fund I, FCP-FIS(3)


18,741



(3,574
)


2,735



2,735















AMB-SGP Mexico, LLC(4)


16,698



(2,683
)


(7,778
)


(7,778
)


10,169



(1,864
)


(4,797
)


(4,797
)AMB DFS Fund I, LLC(5)










(126
)


(126
)














Total Co-investment Operating Joint Ventures


170,792



(39,514
)


10,447



10,401



75,663



(17,505
)


4,863



5,519Other Industrial Operating Joint Ventures


30,195



(7,536
)


10,074



10,098



27,861



(6,497
)


7,907



9,395Total

$
200,987


$
(47,050
)

$
20,521


$
20,499


$
103,524


$
(24,002
)

$
12,770


$
14,914     (1)
    
    AMB Institutional Alliance Fund III, L.P. is an open-ended
    co-investment partnership formed in 2004 with institutional
    investors, which invest through a private real estate investment
    trust. Prior to October 1, 2006, the Operating Partnership
    accounted for AMB Institutional Alliance Fund III, L.P. as
    a consolidated joint venture. Effective October 1, 2006,
    the Operating Partnership deconsolidated AMB Institutional
    Alliance Fund III, L.P., on a prospective basis, due to the
    re-evaluation of the Operating Partnerships accounting for
    its investment in the fund because of changes to the partnership
    agreement regarding its rights as the general partner effective
    October 1, 2006.(2)
    
    AMB Japan Fund I, L.P. is a co-investment partnership
    formed in 2005 with institutional investors. The fund is
    Yen-denominated. U.S. dollar amounts are converted at the
    average exchange rates in effect during the three and nine
    months ended September 30, 2007 and 2006.(3)
    
    AMB Europe Fund I, FCP-FIS, is an open-ended co-investment
    venture formed in 2007 with institutional investors. This fund
    is Euro-denominated. U.S. dollar amounts are converted at the
    average exchange rates in effect during the three and nine
    months ended September 30, 2007. 20




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (4)
    
    AMB-SGP Mexico, LLC, is a co-investment partnership formed in
    2004 with Industrial (Mexico) JV Pte. Ltd., a subsidiary of GIC
    Real Estate Pte. Ltd, the real estate investment subsidiary of
    the Government of Singapore Investment Corporation.(5)
    
    AMB DFS Fund I, LLC is a co-investment partnership formed
    in 2006 with a subsidiary of GE Real Estate to build and sell
    properties.           21




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      FCP-FIS,
        8.
    Partners
    Capital   22




---



##### Table of Contents



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


For the NineMonths Ended


Months EndedSeptember 30,


September 30,Paying Entity

Security

2007


2006


2007


2006Operating Partnership

Common limited partnership units

$
0.500


$
0.460


$
1.500


$
1.380Operating Partnership

Series J preferred units


n/a


$
0.994


$
1.005


$
2.981Operating Partnership

Series K preferred units


n/a


$
0.994


$
1.005


$
2.981AMB Property II, L.P.

Class B common limited partnership units

$
0.500


$
0.460


$
1.500


$
1.380AMB Property II, L.P.

Series D preferred units

$
0.898


$
0.969


$
2.738


$
2.906AMB Property II, L.P.

Series E preferred units


n/a



n/a



n/a


$
1.776AMB Property II, L.P.

Series F preferred units


n/a


$
0.729



n/a


$
2.716AMB Property II, L.P.

Series H preferred units


n/a



n/a



n/a


$
0.970AMB Property II, L.P.

Series I preferred units


n/a


$
1.000


$
1.244


$
3.000AMB Property II, L.P.

Series N preferred units


n/a



n/a



n/a


$
0.215      23




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      9.
    Income
    Per Unit   24




---



##### Table of Contents



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


For the Nine MonthsEnded September 30,


Ended September 30,2007


2006


2007


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

$
69,350


$
32,272


$
214,645


$
107,293Preferred unit distributions


(3,952
)


(5,030
)


(13,464
)


(14,401
)Preferred unit redemption discount/issuance costs


(3
)


16



(2,930
)


(1,004
)Income from continuing operations before cumulative effect of
    change in accounting principle (after preferred unit
    distributions)


65,395



27,258



198,251



91,888Total discontinued operations


6,547



3,954



11,997



39,647Cumulative effect of change in accounting principle














193Net income available to common unitholders

$
71,942


$
31,212


$
210,248


$
131,728DenominatorBasic


102,917,908



92,088,600



101,229,730



91,569,011Stock options and restricted stock dilution(1)


2,191,960



3,028,997



2,547,617



3,165,725Diluted weighted average common units


105,109,868



95,117,597



103,777,347



94,734,736Basic income per common unitIncome from continuing operations (after preferred unit
    distributions) before cumulative effect of change in accounting
    principle

$
0.64


$
0.30


$
1.96


$
1.01Discontinued operations


0.06



0.04



0.12



0.43Cumulative effect of change in accounting principle














Net income available to common unitholders

$
0.70


$
0.34


$
2.08


$
1.44Diluted income per common unitIncome from continuing operations (after preferred unit
    distributions) before cumulative effect of change in accounting
    principle

$
0.62


$
0.29


$
1.91


$
0.97Discontinued operations


0.06



0.04



0.12



0.42Cumulative effect of change in accounting principle














Net income available to common unitholders

$
0.68


$
0.33


$
2.03


$
1.39     (1)
    
    Excludes anti-dilutive stock options of 1,100,332 and 530,456,
    for the three and nine months ended September 30, 2007,
    respectively. Excludes anti-dilutive stock options of 60,157 and
    45,059, for the three and nine months ended September 30,
    2006, respectively. These weighted average shares relate to
    anti-dilutive stock options, which is calculated using the
    treasury stock method, and could be dilutive in the future.  10.
    Segment
    Information    
    Real Estate Operations.  The Operating
    Partnership operates industrial properties and manages its
    business by geographic markets. Such industrial properties
    typically comprise multiple distribution warehouse facilities
    suitable for single or multiple customers who are engaged in
    various types of businesses. The geographic markets where the
    Operating Partnership owns industrial properties are managed
    separately because it believes each market has its own economic
    characteristics and requires its own operating, pricing and
    leasing strategies. Each market is considered to be an
    individual operating segment. The accounting 25




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  policies of the segments are the same as those described in the
    summary of significant accounting policies. The Operating
    Partnership evaluates performance based upon property net
    operating income of the combined properties in each segment,
    which are listed below. In addition, the Operating
    Partnerships development business is included under real
    estate operations. It primarily consists of the Operating
    Partnerships development of real estate properties that
    are subsequently contributed to a joint venture fund in which
    the Operating Partnership has an ownership interest and for
    which the Operating Partnership acts as manager, or that are
    sold to third parties. The Operating Partnership evaluates
    performance of the development business by reported operating
    segment based upon gains generated from the disposition
    and/or
    contribution of real estate. The assets of the development
    business generally include properties under development and land
    held for development. During the period between the completion
    of development of a property and the date the property is
    contributed to an unconsolidated joint venture or sold to a
    third party, the property and its associated rental income and
    property operating costs are included in the real estate
    operations segment because the primary activity associated with
    the property during that period is leasing. Upon contribution or
    sale, the resulting gain or loss is included as gains from
    dispositions of real estate interests or development profits, as
    appropriate.  
    Private Capital.  The Operating Partnership,
    through its private capital group, AMB Capital Partners, LLC,
    provides real estate investment, portfolio management and
    reporting services to co-investment joint ventures and clients.
    The private capital income earned consists of acquisition and
    development fees, asset management fees and priority
    distributions, and promoted interests and incentive
    distributions from the Operating Partnerships
    co-investment joint ventures and AMB Capital Partners
    clients. With respect to the Operating Partnerships
    U.S. and Mexico funds and joint ventures, the Operating
    Partnership typically earns a 90 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 basis points of total
    projected costs as asset management fees on renovation or
    development properties, and incentive distributions of 15% of
    the return over a 9% internal rate of return and 20% of the
    return over a 12% internal rate of return to investors on a
    periodic basis or at the end of a funds life. In Japan,
    the Operating Partnership earns a 90 basis points
    acquisition fee on the acquisition cost of third party
    acquisitions, asset management priority distributions of 1.5% of
    80% of the committed equity during the investment period and
    then 1.5% of unreturned equity, and incentive distributions of
    20% of the return over a 10% internal rate of return and 25% of
    the return over a 13% internal rate of return to investors at
    the end of a funds life. In Europe, the Operating
    Partnership earns a 90 basis points acquisition fee on the
    acquisition cost of third party acquisitions, asset management
    fees of 75 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, Interim Financial Statements. The Operating
    Partnership evaluates performance based upon private capital
    income. 26




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##### Table of Contents



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


Property NOI(2)


Development GainsFor the Three Months


For the Three Months


For the Three MonthsEnded September 30,


Ended September 30,


Ended September 30,Segments(1)

2007


2006


2007


2006


2007


2006U.S. MarketsSouthern California

$
27,830


$
28,578


$
22,114


$
22,494


$
1,424


$
6,102No. New Jersey/New York


18,869



21,761



13,227



15,656







San Francisco Bay Area


23,684



22,255



18,051



17,958



6,705



Chicago


13,768



15,188



9,735



10,489



350



On-Tarmac


13,472



14,126



7,735



8,208







South Florida


10,336



10,482



7,038



7,252







709Seattle


9,940



10,313



7,844



8,205







79Non-U.S. MarketsEurope


2,044



9,928



1,544



8,247



23,402



Asia


4,090



2,917



3,009



1,449



16,417



16,627Other Markets


33,842



39,895



24,168



29,324







Total markets


157,875



175,443



114,465



129,282



48,298



23,517Straight-line rents and amortization of lease intangibles


3,817



4,890



3,817



4,890







Discontinued operations


(2,952
)


(7,488
)


(2,570
)


(5,867
)






Private captialPrivate capital income


7,564



7,490















Total

$
166,304


$
180,335


$
115,712


$
128,305


$
48,298


$
23,517   27




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##### Table of Contents



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)

2007


2006


2007


2006


2007


2006U.S. MarketsSouthern California

$
81,677


$
83,832


$
64,712


$
66,274


$
10,764


$
6,102No. New Jersey/New York


54,420



61,814



37,302



43,907







San Francisco Bay Area


66,372



64,790



51,774



51,350



6,705



Chicago


40,248



42,460



27,956



29,561



3,018



On-Tarmac


40,351



42,030



22,717



24,010







South Florida


32,107



30,052



21,521



20,356



4,422



1,559Seattle


28,370



29,435



22,169



23,134



5,161



(906
)Non-U.S. MarketsEurope


23,573



24,236



18,785



19,586



39,209



Asia


7,436



18,515



4,527



16,618



16,417



59,852Other Markets


103,126



118,849



75,114



83,907



3,790



3,282Total markets


477,680



516,013



346,577



378,703



89,486



69,889Straight-line rents and amortization of lease intangibles


8,767



16,190



8,767



16,190







Discontinued operations


(8,624
)


(22,165
)


(7,447
)


(16,526
)






Private capitalPrivate capital income


22,007



17,539















Total

$
499,830


$
527,577


$
347,897


$
378,367


$
89,486


$
69,889     (1)
    
    The markets included are a subset of the Operating
    Partnerships regions defined as East, Southwest and West
    Central in North America, Europe and Asia.(2)
    
    Property net operating income (NOI) is defined as
    rental revenue, including reimbursements, less property
    operating expenses, which excludes depreciation, amortization,
    general and administrative expenses and interest expense. For a
    reconciliation of NOI to net income, see the table below.   28




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##### Table of Contents



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


For the Nine MonthsEnded September 30,


Ended September 30,2007


2006


2007


2006Property NOI

$
115,712


$
128,305


$
347,897


$
378,367Development profits, net of taxes


48,298



23,517



89,486



69,889Private capital income


7,564



7,490



22,007



17,539Depreciation and amortization


(40,865
)


(46,914
)


(122,433
)


(133,514
)Impairment losses










(257
)


(5,394
)General and administrative


(35,145
)


(25,641
)


(95,259
)


(73,831
)Other expenses


(944
)


(893
)


(2,995
)


(1,134
)Fund costs


(261
)


(495
)


(779
)


(1,588
)Equity in earnings of unconsolidated joint ventures


3,425



2,239



7,286



12,605Other income


7,956



2,911



20,012



8,716Gains from sale or contribution of real estate interests










74,843



Interest, including amortization


(28,896
)


(43,966
)


(96,394
)


(127,487
)Total minority interests share of income


(7,494
)


(14,281
)


(28,769
)


(36,875
)Total discontinued operations


6,547



3,954



11,997



39,647Cumulative effect of change in accounting principle














193Net income

$
75,897


$
36,226


$
226,642


$
147,133     Total Assets as ofSeptember 30,


December 31,2007


2006U.S. MarketsSouthern California

$
926,641


$
895,610No. New Jersey/New York


628,059



607,727San Francisco Bay Area


768,833



703,660Chicago


442,930



446,662On-Tarmac


202,828



210,798South Florida


359,769



371,603Seattle


380,078



380,459Non-U.S.
    MarktesEurope


248,648



723,326Asia


662,220



434,706Other Markets


1,653,295



1,430,308Total Markets


6,273,301



6,204,859Investments in unconsolidated joint ventures


360,272



274,381Non-segment assets


429,605



234,272Total assets

$
7,063,178


$
6,713,512  29




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Commitments
    and Contingencies  Commitments
  Lease Commitments.
  Standby Letters of Credit.
  Guarantees and Contribution
    Obligations.
      Performance and Surety Bonds.
  Promoted Interests and Other Contractual
    Obligations.
  Contingencies
  Litigation.
 30




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Environmental Matters.
  General Uninsured Losses.
  Captive Insurance Company.
 31




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Some of the information included in this Quarterly Report on
    Form 10-Q
    contains forward-looking statements, which are made pursuant to
    the safe-harbor provisions of Section 21E of the Securities
    Exchange Act of 1934, as amended, and Section 27A of the
    Securities Act of 1933, as amended. Because these
    forward-looking statements involve numerous risks and
    uncertainties, there are important factors that could cause our
    actual results to differ materially from those in the
    forward-looking statements, and you should not rely on the
    forward-looking statements as predictions of future events. The
    events or circumstances reflected in forward-looking statements
    might not occur. You can identify forward-looking statements by
    the use of forward-looking terminology such as
    believes, expects, may,
    will, should, seeks,
    approximately, intends,
    plans, forecasting, pro
    forma, estimates or anticipates,
    or the negative of these words and phrases, or similar words or
    phrases. You can also identify forward-looking statements by
    discussions of strategy, plans or intentions. Forward-looking
    statements should not be read as guarantees of future
    performance or results, and will not necessarily be accurate
    indicators of whether, or the time at which, such performance or
    results will be achieved. There is no assurance that the events
    or circumstances reflected in forward-looking statements will
    occur or be achieved. Forward-looking statements are necessarily
    dependent on assumptions, data or methods that may be incorrect
    or imprecise and we may not be able to realize them.
  The following factors, among others, could cause actual
    results and future events to differ materially from those set
    forth or contemplated in the forward-looking statements:
  
    changes in general economic conditions or in the real estate
    sector;
    defaults on or non-renewal of leases by customers or renewal
    at lower than expected rent;
    difficulties in identifying properties to acquire and in
    effecting acquisitions on advantageous terms and the failure of
    acquisitions to perform as we expect;
    risks and uncertainties affecting property development,
    redevelopment and value-added conversion (including construction
    delays, cost overruns, our inability to obtain necessary permits
    and financing, public opposition to these activities, as well as
    the risks associated with our expansion of and increased
    investment in our development business);
    risks of doing business internationally, including
    unfamiliarity with new markets and currency risks;
    risks of opening offices globally (including increasing
    headcount);
    a downturn in the California, U.S., or the global economy or
    real estate conditions;
    risks of changing personnel and roles;
    losses in excess of our insurance coverage;
    our failure to divest of properties on advantageous terms or
    to timely reinvest proceeds from any such divestitures;
    unknown liabilities acquired in connection with acquired
    properties or otherwise;
    risks associated with using debt to fund acquisitions and
    development, including re-financing risks;
    risks related to our obligations in the event of certain
    defaults under joint venture and other debt;
    our failure to obtain necessary financing;
    our failure to maintain our current credit agency ratings;
    risks associated with equity and debt securities financings
    and issuances (including the risk of dilution);
    changes in local, state and federal regulatory
    requirements;
    increases in real property tax rates;
    risks associated with our tax structuring; 32




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##### Table of Contents




    increases in interest rates and operating costs or greater
    than expected capital expenditures; and
    environmental uncertainties.  Our success also depends upon economic trends generally,
    various market conditions and fluctuations and those other risk
    factors discussed under the heading Risk Factors and
    elsewhere in our Annual Report on
    Form 10-K
    for the year ended December 31, 2006, our Quarterly Report
    on
    Form 10-Q
    for the quarter ended June 30 2007 and any amendments
    thereto. We caution you not to place undue reliance on
    forward-looking statements, which reflect our analysis only and
    speak as of the date of this report or as of the dates indicated
    in the statements. All of our forward-looking statements,
    including those in this report, are qualified in their entirety
    by this statement. We assume no obligation to update or
    supplement forward-looking statements.
  ® ® ® ®
  GENERAL
    Managements
    Overview
  co-investment
  
    maintain and increase occupancy rates
    and/or
    increase rental rates at our properties;
    continue to develop properties profitably and sell to third
    parties or contribute to our co-investment joint
    ventures; and
    continue to grow our earnings from our private capital business
    through the contribution of properties or from the acquisition
    of new properties.  Real
    Estate Operations
  18-year year-over-year,
 33




---



##### Table of Contents



Principal


Other


Total/WeightedOwned and Managed Property Data(1)

Global Markets(2)


Global Markets(3)


AverageAs of and for the three months ended September 30, 2007:Rentable square feet


73,827,292



40,203,147



114,030,439Occupancy percentage at period end


96.1
%


94.4
%


95.5
%Same space square footage leased


2,610,968



1,364,218



3,975,186Rent increases on renewals and rollovers(4)


11.0
%


4.4
%


8.9
%As of and for the three months ended September 30, 2006:Rentable square feet


66,468,408



32,197,497



98,665,905Occupancy percentage at period end


96.0
%


94.6
%


95.5
%Same space square footage leased


2,242,941



1,395,966



3,638,907Rent increases on renewals and rollovers


12.7
%


2.0
%


9.5
%As of and for the nine months ended September 30, 2007:Rentable square feet


73,827,292



40,203,147



114,030,439Occupancy percentage at period end


96.1
%


94.4
%


95.5
%Same space square footage leased


10,247,771



4,166,855



14,414,626Rent increases on renewals and rollovers(4)


5.1
%


2.6
%


4.5
%As of and for the nine months ended September 30, 2006:Rentable square feet


66,468,408



32,197,497



98,665,905Occupancy percentage at period end


96.0
%


94.6
%


95.5
%Same space square footage leased


9,086,641



4,329,332



13,415,973Rent decreases on renewals and rollovers


(1.2
)%


(3.1
)%


(1.7
)%     (1)
    
    Owned and managed operating properties are defined as properties
    in which we have at least a 10% ownership interest, for which we
    are the property or asset manager, and which we intend to hold
    for the long-term.(2)
    
    Our principal global markets are Chicago, Northern New
    Jersey/New York City, Paris, the San Francisco Bay Area,
    Seattle, South Florida, Southern California, Tokyo and U.S.
    On-Tarmac.(3)
    
    Our other global markets in North America are Atlanta, Austin,
    Baltimore, Boston, Columbus, Dallas, Guadalajara, Houston,
    Mexico City, Minneapolis, New Orleans, Orlando, Querétaro,
    Tijuana and Toronto. 34




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##### Table of Contents



In Europe, our other global markets are Amsterdam, Brussels,
    Frankfurt, Hamburg and Lyon. In Asia, our other global markets
    are Osaka, Shanghai and Singapore.(4)
    
    For the quarter ended September 30, 2007, on a consolidated
    basis, rent increases on renewals and rollovers were 12.2%, 3.9%
    and 9.9%, for our principal global markets, other global markets
    and total markets, respectively. For the year-to-date ended
    September 30, 2007, on a consolidated basis, rent increases
    on renewals and rollovers were 5.2%, 3.1% and 4.7%, for our
    principal global markets, other global markets and total
    markets, respectively.    Private
    Capital Business
        Development
    Business
     35




---



##### Table of Contents



non-U.S. markets non-U.S. operating
    Summary
    of Key Transactions
    
    Acquired, on an owned and managed basis, nine properties in
    North America, Asia and Europe aggregating approximately
    1.5 million square feet for $116.3 million, including
    seven properties aggregating approximately 1.2 million
    square feet for $97.6 million through unconsolidated joint
    ventures and two properties aggregating approximately
    0.3 million square feet for $18.7 million acquired
    directly by us;
    Committed to eleven development projects in North America and
    Europe totaling 2.8 million square feet with an estimated
    total investment of approximately $233.0 million;
    Acquired 108 acres of land for development in North America
    and Asia for approximately $71.4 million;
    Sold, on an owned and managed basis, three development projects
    totaling approximately 0.1 million square feet for an
    aggregate sale price of $27.5 million;
    Contributed three completed development projects, aggregating
    approximately 0.9 million square feet, for approximately
    $133.4 million to AMB Europe Fund I, FCP-FIS;
    Contributed one completed development project, aggregating
    approximately 0.5 million square feet, for approximately
    $84.4 million to AMB Japan Fund I, L.P.; and
    Divested one 0.1 million square foot operating property for
    approximately $7.5 million. 36




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##### Table of Contents




    Acquired, on an owned and managed basis, 40 properties in North
    America, Asia and Europe aggregating approximately
    8.7 million square feet for $752.6 million, including
    34 properties aggregating approximately 8.1 million square
    feet for $697.1 million through unconsolidated joint
    ventures and six properties aggregating approximately
    0.6 million square feet for $55.5 million acquired
    directly by us;
    Committed to 25 new development projects and one value-added
    conversion project in North America, Asia and Europe totaling
    7.9 million square feet with an estimated total investment
    of approximately $688.8 million;
    Acquired 1,045 acres of land for development in North
    America and Asia for approximately $184.6 million;
    Sold, on an owned and managed basis, eight development projects
    totaling approximately 0.4 million square feet for an
    aggregate sale price of $73.1 million;
    Contributed six completed development projects, aggregating
    approximately 1.3 million square feet, for approximately
    $214.6 million to AMB Europe Fund I, FCP-FIS;
    Contributed one completed development project, aggregating
    approximately 0.5 million square feet, for approximately
    $84.4 million to AMB Japan Fund I, L.P.;
    Contributed four completed development projects, aggregating
    approximately 1.0 million square feet, for approximately
    $99.1 million to AMB Institutional Alliance Fund III,
    L.P.;
    Contributed one completed development project, aggregating
    approximately 0.2 million square feet, for approximately
    $14.2 million to AMB-SGP Mexico, LLC;
    Contributed two land parcels to AMB DFS Fund I, LLC;
    Contributed two operating properties, aggregating approximately
    0.3 million square feet, to AMB-SGP Mexico, LLC and AMB
    Institutional Alliance Fund III, L.P., for approximately
    $22.1 million;
    Divested one 0.1 million square foot operating property for
    approximately $7.5 million;
    Formed an unconsolidated open-end co-investment joint venture,
    AMB Europe Fund I, FCP-FIS, with the contribution to the
    joint venture of $584.0 million (using the exchange rate on
    the date of contribution) of operating properties and completed
    development projects to the fund; and
    Exercised the purchase option for the remaining equity interest
    held by an unrelated third party of AMB Pier One, LLC, which is
    the location of our global headquarters.      
    Increased the capacity of our multicurrency credit facility by
    $250 million to $500 million and extended the maturity
    date to June 2011;
    Obtained a $70 million unsecured debt facility, which had a
    balance of $60.0 million outstanding as of
    September 30, 2007, with a weighted average interest rate
    of 5.9%, for AMB Institutional Alliance Fund II, L.P., one
    of our co-investment joint ventures;
    Paid off $55 million of medium term notes which matured in
    August 2007 and had an interest rate of 7.9%; and
    AMB Property Corporation repurchased approximately
    1.1 million shares of its common stock for an aggregate
    price of $53.4 million, at a weighted average price of
    $49.87 per share, which was paid by us in exchange for the
    cancellation of approximately 1.1 million common general
    partnership units. 37




---



##### Table of Contents




    Raised approximately $472.1 million in net proceeds from
    AMB Property Corporations issuance of approximately
    8.4 million shares of its common stock which was
    contributed to us in exchange for the issuance of approximately
    8.4 million common general partnership units;
    Obtained long-term secured debt financings for our co-investment
    joint ventures of $334.0 million with a weighted average
    interest rate of 5.7%;
    Obtained $140.4 million of debt (using the exchange rates
    in effect at applicable quarter end dates) with a weighted
    average interest rate of 3.1% for international assets;
    Refinanced $305.0 million of secured debt, with a weighted
    average interest rate of 5.7%, for AMB-SGP, L.P., one of our
    co-investment joint ventures;
    Expanded the European revolving mortgage credit facility
    agreement by 100.0 million Euros to 328.0 million
    Euros (approximately $436.3 million in U.S. dollars,
    using the applicable exchange rate at the contribution date),
    which was assumed by AMB Europe Fund I, FCP-FIS, on
    June 12, 2007;
    Refinanced the Series D Cumulative Redeemable Preferred
    Limited Partnership Units to, among other things, change the
    rate applicable to the series D preferred units from 7.75%
    to 7.18% and change the date prior to which such units may not
    be redeemed from May 5, 2004 to February 22, 2012;
    Increased the capacity of our Yen credit facility by
    10.0 billion Yen from 45.0 billion Yen to
    55.0 billion Yen (approximately $497.1 million in
    U.S. dollars, using the exchange rate at September 30,
    2007);
    Increased the capacity of our multicurrency credit facility by
    $250 million to $500 million and extended the maturity
    date to June 2011;
    Obtained a $70 million unsecured debt facility, which had a
    balance of $60.0 million outstanding as of
    September 30, 2007, with a weighted average interest rate
    of 5.9%, for AMB Institutional Alliance Fund II, L.P., one
    of our co-investment joint ventures;
    Paid off $55 million of medium term notes which matured in
    August 2007 and had an interest rate of 7.9%;
    AMB Property Corporation repurchased approximately
    1.1 million shares of its common stock for an aggregate
    price of $53.4 million, at a weighted average price of
    $49.87 per share, which was paid by us in exchange for the
    cancellation of approximately 1.1 million common general
    partnership units;
    Redeemed all 800,000 of the operating partnerships
    outstanding 7.95% Series J Cumulative Redeemable Preferred
    Limited Partnership Units for an aggregate cost of
    $40.0 million, plus accrued and unpaid distributions;
    Redeemed all 800,000 of the operating partnerships
    outstanding 7.95% Series K Cumulative Redeemable Preferred
    Limited Partnership Units for an aggregate cost of
    $40.0 million, plus accrued and unpaid
    distributions; and
    Repurchased all 510,000 of AMB Property II, L.P.s
    outstanding 8.00% Series I Cumulative Redeemable Preferred
    Limited Partnership Units for an aggregate cost of
    $25.5 million, plus accrued and unpaid distributions, less
    applicable withholding.    Critical
    Accounting Policies
  Form 10-K
 38




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##### Table of Contents



THE
    COMPANY
  ® ®
          ® ® ®
    
    on an owned and managed basis, which include investments held on
    a consolidated basis or through unconsolidated joint ventures,
    we owned or partially owned approximately 114.0 million
    square feet (principally warehouse distribution buildings) that
    were 95.5% leased;
    on an owned and managed basis, which include investments held on
    a consolidated basis or through unconsolidated joint ventures,
    we had investments in 51 industrial development projects, which
    are expected to total approximately 16.8 million square
    feet upon completion; 39




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##### Table of Contents




    on a consolidated basis, we owned ten development projects,
    totaling approximately 2.5 million square feet, which are
    available for sale or contribution;
    through non-managed unconsolidated joint ventures, we had
    investments in 46 industrial operating properties, totaling
    approximately 7.4 million square feet; and
    we held approximately 0.1 million square feet, which is the
    location of our global headquarters.  (415) 394-9000. www.amb.com. Form 10-K, Form 10-Q, Form 8-K 1-800-SEC-0330. http://www.sec.gov.
  Operating
    Strategy
    build-to-suit
  Growth
    Strategies
  Growth
    through Operations
   40




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##### Table of Contents



Growth
    through Development, Redevelopment and Value-Added
    Conversions
      Growth
    through Acquisitions and Capital Redeployment
  non-target
    Growth
    through Global Expansion
  non-U.S. markets non-U.S. operating
 41




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##### Table of Contents



®
  Growth
    through Co-Investments
  15-50%
  CONSOLIDATED
    RESULTS OF OPERATIONS
       42




---



##### Table of Contents



For the
    Three Months Ended September 30, 2007 and 2006 (dollars in
    millions):
  For the ThreeMonths Ended September 30,Revenues

2007


2006


$ Change


% ChangeRental revenuesU.S. industrial:Same store

$
138.5


$
149.3


$
(10.8
)


(7.2
)%2007 acquisitions


0.2







0.2



100.0
%2006 acquisitions


2.5



5.8



(3.3
)


(56.9
)%Development


2.7



0.9



1.8



200.0
%Other industrial


3.6



3.0



0.6



20.0
%Non U.S. industrial


11.2



13.8



(2.6
)


(18.8
)%Total rental revenues


158.7



172.8



(14.1
)


(8.2
)%Private capital income


7.6



7.5



0.1



1.3
%Total revenues

$
166.3


$
180.3


$
(14.0
)


(7.8
)%   non-U.S. industrial
 43




---



##### Table of Contents



For the ThreeMonths Ended September 30,Costs and Expenses

2007


2006


$ Change


% ChangeProperty operating costs:Rental expenses

$
23.8


$
24.8


$
(1.0
)


(4.0
)%Real estate taxes


19.2



19.8



(0.6
)


(3.0
)%Total property operating costs

$
43.0


$
44.6


$
(1.6
)


(3.6
)%Property operating costsU.S. industrial:Same store

$
37.8


$
38.8


$
(1.0
)


(2.6
)%2007 acquisitions


0.1







0.1



100.0
%2006 acquisitions


0.7



1.4



(0.7
)


(50.0
)%Development


0.8



0.9



(0.1
)


(11.1
)%Other industrial


1.1



0.4



0.7



175.0
%Non-U.S.
    industrial


2.5



3.1



(0.6
)


(19.4
)%Total property operating costs


43.0



44.6



(1.6
)


(3.6
)%Depreciation and amortization


40.9



46.9



(6.0
)


(12.8
)%General and administrative


35.1



25.6



9.5



37.1
%Other expenses


0.9



0.9








%Fund costs


0.3



0.5



(0.2
)


(40.0
)%Total costs and expenses

$
120.2


$
118.5


$
1.7



1.4
%   non-U.S. properties non-U.S. industrial non-U.S. industrial
 44




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##### Table of Contents



For the ThreeMonths Ended September 30,Other Income and (Expenses)

2007


2006


$ Change


% ChangeEquity in earnings of unconsolidated joint ventures, net

$
3.4


$
2.2


$
1.2



54.5
%Other income


8.0



2.9



5.1



175.9
%Development profits, net of taxes


48.3



23.5



24.8



105.5
%Interest expense, including amortization


(28.9
)


(43.9
)


(15.0
)


(34.2
)%Total other income and (expenses), net

$
30.8


$
(15.3
)

$
(46.1
)


(301.3
)%     For the ThreeMonths Ended September 30,Discontinued Operations

2007


2006


$ Change


% ChangeIncome attributable to discontinued operations, net of minority
    interests

$
2.5


$
3.7


$
(1.2
)


(32.4
)%Gains from dispositions of real estate, net of minority interests


4.0



0.2



3.8



1,900.0
%Total discontinued operations

$
6.5


$
3.9


$
2.6



66.7
%    45




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##### Table of Contents



For the ThreeMonths Ended September 30,Preferred Units

2007


2006


$ Change


% ChangePreferred unit distributions

$
(4.0
)

$
(5.0
)

$
(1.0
)


20.0
%Preferred unit redemption (issuance) costs


(0.1
)


0.1



0.2



(200.0
)%Total preferred units

$
(4.1
)

$
(4.9
)

$
(0.8
)


16.3
%     For the
    Nine Months Ended September 30, 2007 and 2006 (dollars in
    millions):
  For the NineMonths Ended September 30,Revenues

2007


2006


$ Change


% ChangeRental revenuesU.S. industrial:Same store

$
411.3


$
445.6


$
(34.3
)


(7.7
)%2007 acquisitions


0.2







0.2



100.0
%2006 acquisitions


7.4



8.2



(0.8
)


(9.8
)%Development


7.5



2.6



4.9



188.5
%Other industrial


9.6



7.4



2.2



29.7
%Non U.S. industrial


41.8



46.2



(4.4
)


(9.5
)%Total rental revenues


477.8



510.0



(32.2
)


(6.3
)%Private capital income


22.0



17.6



4.4



25.0
%Total revenues

$
499.8


$
527.6


$
(27.8
)


(5.3
)%   non-U.S. industrial
 46




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##### Table of Contents



For the NineMonths Ended September 30,Costs and Expenses

2007


2006


$ Change


% ChangeProperty operating costs:Rental expenses

$
73.2


$
72.6


$
0.6



0.8
%Real estate taxes


56.7



59.1



(2.4
)


(4.1
)%Total property operating costs

$
129.9


$
131.7


$
(1.8
)


(1.4
)%Property operating costsU.S. industrial:Same store

$
113.7


$
118.5


$
(4.8
)


(4.1
)%2007 acquisitions


0.1







0.1



100.0
%2006 acquisitions


2.0



1.9



0.1



5.3
%Development


2.7



2.2



0.5



22.7
%Other industrial


2.5



0.5



2.0



400.0
%Non-U.S.
    industrial


8.9



8.6



0.3



3.5
%Total property operating costs


129.9



131.7



(1.8
)


(1.4
)%Depreciation and amortization


122.4



133.5



(11.1
)


(8.3
)%General and administrative


95.2



73.8



21.4



29.0
%Impairment losses


0.3



5.4



(5.1
)


(94.4
)%Other expenses


3.0



1.1



1.9



172.7
%Fund costs


0.8



1.6



(0.8
)


(50.0
)%Total costs and expenses

$
351.6


$
347.1


$
4.5



1.3
%   nine-month non-U.S. industrial
 47




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##### Table of Contents



For the Nine Months Ended September 30,Other Income and (Expenses)

2007


2006


$ Change


% ChangeEquity in earnings of unconsolidated joint ventures, net

$
7.3


$
12.6


$
(5.3
)


(42.1
)%Other income


20.0



8.7



11.3



129.9
%Gains from sale or contribution of real estate interests, net


74.8







74.8



100.0
%Development profits, net of taxes


89.5



69.9



19.6



28.0
%Interest expense, including amortization


(96.4
)


(127.5
)


(31.1
)


(24.4
)%Total other income and (expenses), net

$
95.2


$
(36.3
)

$
(131.5
)


(362.3
)%    48




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##### Table of Contents



For the Nine Months Ended September 30,Discontinued Operations

2007


2006


$ Change


% ChangeIncome attributable to discontinued operations, net of minority
    interests

$
7.6


$
14.1


$
(6.5
)


(46.1
)%Gains from dispositions of real estate, net of minority interests


4.4



25.5



(21.1
)


(82.7
)%Total discontinued operations

$
12.0


$
39.6


$
(27.6
)


(69.7
)%     For the NineMonths Ended September 30,Preferred Units

2007


2006


$ Change


% ChangePreferred unit distributions

$
(13.5
)

$
(14.4
)

$
(0.9
)


(6.3
)%Preferred unit redemption (issuance) costs


(2.9
)


(1.0
)


1.9



190.0
%Total preferred units

$
(16.4
)

$
(15.4
)

$
1.0



6.5
%     LIQUIDITY
    AND CAPITAL RESOURCES
  Balance Sheet Strategy. and/or
 49




---



##### Table of Contents




    retained earnings and cash flow from operations;
    private capital from co-investment partners;
    net proceeds from contribution of properties and completed
    development projects to our co-investment joint ventures;
    net proceeds from the sales of development projects, value-added
    conversion projects and land to third parties;
    net proceeds from divestitures of properties;
    proceeds from equity (common and preferred) or debt securities
    offerings;
    borrowings under our unsecured credit facilities;
    other forms of secured or unsecured financing; and
    proceeds from limited partnership unit offerings (including
    issuances of limited partnership units by our subsidiaries).    
    working capital;
    development, expansion and renovation of properties;
    acquisitions;
    debt service; and
    distributions on outstanding common and preferred limited
    partnership units.  Cash flows.
   50




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##### Table of Contents



Capital
    Resources
    For the


For theThree Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Number of completed development projects


1



3



6



4Number of value-added conversions


1







1



Number of land parcels














2Square feet


42,585



766,547



368,492



798,699Gross sales price

$
26,280


$
38,421


$
71,894


$
46,426Development profits, net of taxes

$
8,479


$
6,983


$
14,686


$
6,789     For theThree Months Ended


For theSeptember 30,


Nine Months Ended September 30,2007


2006


2007


2006Number of projects contributed to AMB Institutional Alliance
    Fund III, L.P.










4



Square feet










1,006,164



Number of projects contributed to AMB-SGP Mexico, LLC










1



1Square feet










217,514



580,669Number of land parcels contributed to AMB DFS Fund I, LLC










2



Square feet














Number of projects contributed to AMB Europe Fund I, FCP-FIS


3







6



Square feet


864,804







1,312,614



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


1



1



1



2Square feet


469,627



667,978



469,627



1,457,943Total number of contributed development assets


4



1



14



3Total square feet


1,334,431



667,978



3,005,919



2,038,612Development profits, net of taxes

$
39,819


$
16,534


$
74,800


$
63,100   Property Divestitures.
  Gains from Sale or Contribution of Real Estate
    Interests.
 51




---



##### Table of Contents



Properties Held for Contribution. 15-20%.
  Properties Held for Divestiture.
  Co-Investment Joint Ventures. No. 04-5, Determining Whether a General Partner, or the General
    Partners as a Group, Controls a Limited Partnership or Similar
    Entity When the Limited Partners Have Certain Rights
    ApproximateOwnership


PlannedUnconsolidated Co-Investment Joint Venture

Joint Venture Partner

Percentage


Capitalization(1)AMB-SGP Mexico, LLC(2)

Industrial (Mexico) JV Pte Ltd


20
%

$
704,538AMB Japan Fund I, L.P.(3)

Institutional investors


20
%

$
2,183,387AMB Europe Fund I, FCP-FIS(4)(6)

Institutional investors


21
%

$
1,159,376AMB Institutional Alliance Fund III, L.P.(5)(6)

AMB Institutional Alliance REIT III, Inc.


19
%

$
2,101,192AMB DFS Fund I, LLC(7)

Strategic Realty Ventures, LLC


15
%

$
407,680     (1)
    
    Planned capitalization includes anticipated debt and all
    partners expected equity contributions.(2)
    
    AMB-SGP Mexico, LLC is a co-investment partnership formed in
    2004 with Industrial (Mexico) JV Pte. Ltd., a subsidiary of GIC
    Real Estate Pte. Ltd., the real estate investment subsidiary of
    the Government of Singapore Investment Corporation.(3)
    
    AMB Japan Fund I, L.P. is a co-investment partnership
    formed in 2005 with 13 institutional investors. The fund is
    Yen-denominated. U.S. dollar amounts are converted at the
    exchange rate in effect at September 30, 2007. 52




---



##### Table of Contents



(4)
    
    AMB Europe Fund I, FCP-FIS, is an open-ended co-investment
    venture formed in 2007 with institutional investors. The fund is
    Euro-denominated. U.S. dollar amounts are converted at the
    exchange rate in effect at September 30, 2007.(5)
    
    AMB Institutional Alliance Fund III, L.P. is an open-ended
    co-investment partnership formed in 2004 with institutional
    investors, which invests through a private real estate
    investment trust. Prior to October 1, 2006, we accounted
    for AMB Institutional Alliance Fund III, L.P. as a
    consolidated joint venture.(6)
    
    The planned gross capitalization and investment capacity of AMB
    Europe Fund I, FCP-FIS, and AMB Institutional Alliance
    Fund III, L.P. as open-ended funds are not limited. The
    planned gross capitalization represents the gross book value of
    real estate assets plus estimated investment capacity, as of the
    most recent quarter end.(7)
    
    AMB DFS Fund I, LLC is a co-investment partnership formed
    in 2006 with a subsidiary of GE Real Estate to build and sell
    properties.      Partners Capital.
      Debt. 50-65%
 53




---



##### Table of Contents



Credit Facilities.
   54




---



##### Table of Contents



55




---



##### Table of Contents



DebtOur


Joint


UnsecuredSecured


Venture


Senior Debt


Credit


Other


TotalDebt(1)


Debt(1)


Securities


Facilities(2)


Debt


Debt2007

$
57,564


$
11,256


$



$



$
13,173


$
81,9932008


90,800



72,774



175,000







810



339,3842009


25,799



146,333



100,000







873



273,0052010


65,905



95,365



250,000



604,873



941



1,017,0842011


115



189,640



75,000



213,452



1,014



479,2212012


2,044



459,082











61,093
(5)


522,2192013






46,366



175,000







65,920
(6)


287,2862014






4,076











616



4,6922015






18,780



112,491







664



131,9352016






54,995















54,995Thereafter






19,091



125,000











144,091Subtotal


242,227



1,117,758



1,012,491



818,325



145,104



3,335,905Unamortized premiums (discounts)


1,129



3,443



(9,681
)










(5,109
)Total consolidated debt


243,356



1,121,201



1,002,810



818,325



145,104



3,330,796Our share of unconsolidated joint venture debt(3)






505,285











31,478



536,763Total debt(4)


243,356



1,626,486



1,002,810



818,325



176,582



3,867,559Joint venture partners share of consolidated joint venture
    debt






(718,461
)










(100,000
)


(818,461
)Our share of total debt(4)

$
243,356


$
908,025


$
1,002,810


$
818,325


$
76,582


$
3,049,098Weighed average interest rate


5.6
%


6.2
%


6.1
%


3.4
%


6.2
%


5.4
%Weighed average maturity (in years)


1.2



4.4



4.5



2.9



4.8



3.8     (1)
    
    Our secured debt and joint venture debt include debt related to
    European and Asian assets in the amount of $63.7 million
    and $67.1 million, respectively, translated to U.S. dollars
    using the exchange rate in effect on September 30, 2007.(2)
    
    Represents three credit facilities with total capacity of
    approximately $1.5 billion. Includes $402.7 million,
    $194.2 million, $102.6 million, $84.6 million and
    $19.3 million in Yen, Canadian dollar, Euros, British
    pounds sterling and Singapore dollar-based borrowings,
    respectively, translated to U.S. dollars using the foreign
    exchange rates in effect on September 30, 2007.(3)
    
    The weighted average interest and average maturity for the
    unconsolidated joint venture debt were 4.7% and 5.3 years,
    respectively.(4)
    
    Our share of total debt represents the pro rata portion of the
    total debt based on our percentage of equity interest in each of
    the consolidated or unconsolidated joint ventures holding the
    debt. We believe that our share of total debt is a meaningful
    supplemental measure, which enables both management and
    investors to analyze our leverage and to compare our leverage to
    that of other companies. In addition, it allows for a more
    meaningful comparison of our debt to that of other companies
    that do not consolidate their joint ventures. Our share of total
    debt is not intended to reflect our actual liability should
    there be a default under any or all of such loans or a 56




---



##### Table of Contents



liquidation of the joint ventures. The above table reconciles
    our share of total debt to total consolidated debt, a GAAP
    financial measure.(5)
    
    Maturity includes $60.0 million balance outstanding on a
    $70.0 million non-recourse credit facility obtained by AMB
    Institutional Alliance Fund II, L.P.(6)
    
    Maturity includes $65.0 million balance outstanding on a
    $65.0 million non-recourse credit facility obtained by AMB
    Partners II, L.P.  Market Capital as of September 30, 2007Units


Market


MarketSecurity

Outstanding


Price(1)


Value(1)Common general partnership units


98,681,008


$
59.81


$
5,902,111Common limited partnership units(2)


4,144,783



59.81



247,899Total


102,825,791






$
6,150,010     (1)
    
    Assumes that our general partnership units are exchanged for AMB
    Property Corporations common stock on a one-for-one basis
    because there is no public market for our units.(2)
    
    Includes class B common limited partnership units issued by
    AMB Property II, L.P.  Preferred Units as of September 30, 2007Distribution


Liquidation


Redemption/CallableSecurity

Rate


Preference


ProvisionsSeries D preferred units(1)


7.18
%

$
79,767


February 2012Series L preferred units


6.50
%


50,000


June 2008Series M preferred units


6.75
%


57,500


November 2008Series O preferred units


7.00
%


75,000


December 2010Series P preferred units


6.85
%


50,000


August 2011Weighted average/total


6.90
%

$
312,267     (1)
    
    On January 29, 2007, all of the outstanding 7.75%
    Series D Cumulative Redeemable Preferred Limited
    Partnership Units of AMB Property II, L.P. were transferred from
    one institutional investor to another institutional investor. In
    connection with that transfer, AMB Property II, L.P. agreed to
    amend the terms of the Series D Cumulative Redeemable
    Preferred Limited Partnership Units to, among other things,
    change the rate applicable to the Series D Cumulative
    Redeemable Preferred Limited Partnership Units from 7.75% to
    7.18% and change the date prior to which the Series D
    Cumulative Redeemable Preferred Limited Partnership Units may
    not be redeemed from May 5, 2004 to February 22, 2012.  Capitalization Ratios as of September 30, 2007Total debt-to-total market capitalization(1)


37.4
%Our share of total debt-to-our share of total market
    capitalization(1)


32.1
%Total debt plus preferred-to-total market capitalization(1)


40.5
%Our share of total debt plus preferred-to-our share of total
    market capitalization(1)


35.3
%Our share of total debt-to-our share of total book
    capitalization(1)


51.4
%     (1)
    
    Our definition of total market capitalization is
    total debt plus preferred equity liquidation preferences plus
    market equity. Our definition of our share of total market
    capitalization is our share of total debt plus preferred
    equity liquidation preferences plus market equity. Our
    definition of market equity is the total number of
    outstanding shares of AMB Property Corporations common
    stock and our common limited partnership units multiplied by the
    closing price per share of AMB Property Corporations
    common stock as of September 30, 2007. Our definition of
    preferred is preferred equity liquidation
    preferences. Our share of total book capitalization is defined
    as our share of total debt plus minority interests to preferred
    unitholders and limited partnership unitholders plus
    partners capital. Our share of total debt is the pro rata
    portion of the total 57




---



##### Table of Contents



debt based on our percentage of equity interest in each of the
    consolidated or unconsolidated ventures holding the debt. We
    believe that our share of total debt is a meaningful
    supplemental measure, which enables both management and
    investors to analyze our leverage and to compare our leverage to
    that of other companies. In addition, it allows for a more
    meaningful comparison of our debt to that of other companies
    that do not consolidate their joint ventures. Our share of total
    debt is not intended to reflect our actual liability should
    there be a default under any or all of such loans or a
    liquidation of the joint ventures. For a reconciliation of our
    share of total debt to total consolidated debt, a GAAP financial
    measure, please see the table of debt maturities and
    capitalization above.  Liquidity
      For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,Paying Entity

Security

2007


2006


2007


2006Operating Partnership

Common limited partnership units

$
0.500


$
0.460


$
1.500


$
1.380Operating Partnership

Series J preferred units(1)


n/a


$
0.994


$
1.005


$
2.981Operating Partnership

Series K preferred units(1)


n/a


$
0.994


$
1.005


$
2.981AMB Property II, L.P.

Class B common limited partnership units

$
0.500


$
0.460


$
1.500


$
1.380AMB Property II, L.P.

Series D preferred units

$
0.898


$
0.969


$
2.738


$
2.906AMB Property II, L.P.

Series E preferred units(2)


n/a



n/a



n/a


$
1.776AMB Property II, L.P.

Series F preferred units(3)


n/a


$
0.729



n/a


$
2.716AMB Property II, L.P.

Series H preferred units(4)


n/a



n/a



n/a


$
0.970AMB Property II, L.P.

Series I preferred units(5)


n/a


$
1.000


$
1.244


$
3.000AMB Property II, L.P.

Series N preferred units(6)


n/a



n/a



n/a


$
0.215     (1)
    
    In April 2007, we redeemed all of our series J and
    series K preferred units.(2)
    
    In June 2006, AMB Property II, L.P. repurchased all of its
    outstanding series E preferred units.(3)
    
    In September 2006, AMB Property II, L.P. repurchased all of its
    outstanding series F preferred units.(4)
    
    In March 2006, AMB Property II, L.P. repurchased all of its
    outstanding series H preferred units.(5)
    
    In April 2007, AMB Property II, L.P. repurchased all of its
    series I preferred units.(6)
    
    The holder of the series N preferred units exercised its
    put option in January 2006 and sold all of its series N
    preferred units to us. AMB Property II, L.P. repurchased all of
    such units from us.   58




---



##### Table of Contents



Capital
    Commitments
    For the Three Months Ended September 30,


For the Nine Months Ended September 30,2007


2006


2007


2006North America:Number of new development projects


9



5



20



12Number of value-added conversion projects










1



Square feet


2,327,175



2,055,118



5,415,497



4,333,307Estimated total investment(1)

$
181,345


$
112,316


$
407,670


$
250,627Europe:Number of new development projects


2



1



2



1Square feet


504,288



37,954



504,288



37,954Estimated total investment(1)

$
51,652


$
4,405


$
51,652


$
4,405Asia:Number of new development projects






2



3



6Square feet






677,655



2,027,859



3,338,203Estimated total investment(1)

$



$
134,486


$
229,553


$
349,592Total:Number of new development projects


11



8



25



19Number of value-added conversion projects










1



Square feet


2,831,463



2,770,727



7,947,644



7,709,464Estimated total investment(1)

$
232,997


$
251,207


$
688,875


$
604,624     For the Three Months Ended September 30,


For the Nine Months Ended September 30,2007


2006


2007


2006North America:Acres


92



253



1,026



579Estimated build out potential (square feet)


1,444,220



3,233,229



17,996,473



8,618,394Investment(2)

$
65,755


$
54,078


$
165,951


$
183,722Asia:Acres


16



19



19



33Estimated build out potential (square feet)


398,264



799,634



787,264



1,984,430Investment(2)

$
5,645


$
11,446


$
18,645


$
47,382Total:Acres


108



272



1,045



612Estimated build out potential (square feet)


1,842,484



4,032,863



18,783,737



10,602,824Investment(2)

$
71,400


$
65,524


$
184,596


$
231,104     (1)
    
    Includes total estimated cost of development, renovation, or
    expansion, including initial acquisition costs, prepaid ground
    leases and associated carry costs. Estimated total investments
    are based on current forecasts and are subject to change.(2)
    
    Includes acquisition cost and associated carry costs. 59




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##### Table of Contents



For the Three Months Ended September 30,


For the Nine Months Ended September 30,2007


2006


2007


2006Number of properties acquired by AMB Institutional Alliance
    Fund III, L.P.


5



6



18



14Square feet


986,161



1,034,080



3,815,577



3,385,077Expected investment

$
83,284


$
97,315


$
311,803


$
274,201Number of properties acquired by AMB Europe Fund I, FCP-FIS


1







5



Square Feet


122,924







1,468,239



Expected investment

$
9,384


$



$
134,779


$
Number of properties acquired by AMB Japan Fund I,
    L.P.


1







8



Square feet


44,566







1,107,261



Expected investment

$
4,957


$



$
180,901


$
Number of properties acquired by AMB-SGP Mexico, LLC










3



Square Feet










1,739,976



Expected investment

$



$



$
69,688


$
Number of properties acquired by AMB Partners II, L.P.














2Square feet














616,437Expected investment














60,602Number of properties acquired by AMB Property, L.P.


2



3



6



7Square feet


304,777



248,257



665,829



1,901,813Expected investment

$
18,635


$
18,280


$
55,459


$
180,933Total number of properties acquired


9



9



40



23Total square feet


1,458,428



1,282,337



8,796,882



5,903,327Total acquisition cost

$
113,601


$
112,828


$
738,158


$
504,953Total acquisition capital

$
2,659


$
2,767


$
14,472


$
10,783Total expected investment

$
116,260


$
115,595


$
752,630


$
515,736   Development Pipeline.
  Lease Commitments.
 60




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##### Table of Contents



Co-Investment Joint Ventures.
  Captive Insurance Company.
  Potential Contingent and Unknown
    Liabilities.
  
    liabilities for environmental conditions;
    claims of customers, vendors or other persons dealing with our
    predecessors prior to our formation or acquisition transactions
    that had not been asserted prior to our formation or acquisition
    transactions;
    accrued but unpaid liabilities incurred in the ordinary course
    of business; and
    tax liabilities.  OFF-BALANCE
    SHEET ARRANGEMENTS
  Standby Letters of Credit.
  Guarantees and Contribution
    Obligations.
 61




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##### Table of Contents



Performance and Surety Bonds.
  Promoted Interests and Other Contractual
    Obligations.
  SUPPLEMENTAL
    EARNINGS MEASURES
  Funds From Operations and Funds From Operations Per
    Unit.
 62




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##### Table of Contents



For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2007


2006


2007


2006Net income available to common unitholders(1)

$
71,942


$
31,212


$
210,248


$
131,728Income available to common unitholders attributable to limited
    partners


(2,787
)


(1,249
)


(7,973
)


(6,046
)Gains from sale or contribution of real estate, net of minority
    interests


(3,912
)


(213
)


(79,172
)


(24,335
)Depreciation and amortization:Total depreciation and amortization


40,865



46,914



122,433



133,514Discontinued operations depreciation


117



1,810



1,061



2,916Non-real estate depreciation


(1,387
)


(1,001
)


(3,965
)


(3,069
)Adjustments to derive FFO from consolidated joint ventures:Joint venture partners minority interests (Net income)


5,889



12,014



21,149



29,310Limited partnership unitholders minority interests (Net
    income)


614



(17
)


4,998



994Limited partnership unitholders minority interests
    (Development profits)


2,115



1,086



3,861



3,260Discontinued operations minority interests
    (Net income)


107



410



267



1,032FFO attributable to minority interests


(15,731
)


(24,471
)


(47,347
)


(66,654
)Adjustments to derive FFO from unconsolidated joint ventures:Our share of net income


(3,425
)


(2,239
)


(7,286
)


(12,605
)Our share of FFO


9,828



4,030



21,308



9,335Funds from operations

$
104,235


$
68,286


$
239,582


$
199,380Basic FFO per common unit

$
1.01


$
0.74


$
2.37


$
2.18Diluted FFO per common unit

$
0.99


$
0.72


$
2.31


$
2.10Weighted average common units:Basic


102,917,908



92,088,600



101,229,730



91,569,011Diluted


105,109,868



95,117,597



103,777,347



94,734,736     (1)
    
    Includes gains from undepreciated land sales of
    $4.8 million for the three months ended September 30,
    2006. Includes gains from undepreciated land sales of
    $0.2 million and $5.3 million for the nine months
    ended September 30, 2007 and 2006, respectively. 63




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##### Table of Contents



SS NOI.
    For the Three Months Ended


For the Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Net income

$
75,897


$
36,226


$
226,642


$
147,133Private capital income


(7,564
)


(7,490
)


(22,007
)


(17,539
)Depreciation and amortization


40,865



46,914



122,433



133,514Impairment losses










257



5,394General and administrative


35,145



25,641



95,259



73,831Other expenses


944



893



2,995



1,134Fund costs


261



495



779



1,588Total other income and expenses


(30,783
)


15,299



(95,233
)


36,277Total minority interests share of income


7,494



14,281



28,769



36,875Total discontinued operations


(6,547
)


(3,954
)


(11,997
)


(39,647
)Cumulative effect of change in accounting principle














(193
)Net Operating Income (NOI)


115,712



128,305



347,897



378,367Less non same store NOI


(13,932
)


(30,631
)


(48,372
)


(89,011
)Less non-cash adjustments(1)


(261
)


(2,384
)


(2,596
)


(8,445
)Cash-basis same store NOI

$
101,519


$
95,290


$
296,929


$
280,911     (1)
    
    Non-cash adjustments include straight line rents and
    amortization of lease intangibles for the same store pool only. 64




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##### Table of Contents



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


For the NineMonths Ended


Months EndedOperating Portfolio(1)

September 30, 2007


September 30, 2007Square feet owned(2)(3)


114,030,439



114,030,439Occupancy percentage(3)


95.5
%


95.5
%Average occupancy percentage


95.4
%


95.4
%Weighted average lease terms (years)Original


6.1



6.1Remaining


3.5



3.5Trailing four quarter tenant retention


72.8
%


72.8
%Same Space Leasing Activity(4):Rent increases on renewals and rollovers


8.9
%


4.5
%Same space square footage commencing (millions)


4.0



14.4Second Generation Leasing Activity(5):Tenant improvements and leasing commissions per sq. ft.:Retained

$
0.94


$
1.06Re-tenanted


4.23



3.42Weighted average

$
2.22


$
2.03Square footage commencing (millions)


5.5



17.2     (1)
    
    Schedule includes owned and managed operating properties which
    we define as properties in which we have at least a 10%
    ownership interest, for which we are the property or asset
    manager, and which we intend to hold for the long-term. This
    excludes development and renovation projects and recently
    completed development projects available for sale or
    contribution which have not reached 90% economic occupancy.(2)
    
    In addition to owned square feet as of September 30, 2007,
    we managed, but did not have an ownership interest in,
    approximately 0.4 million additional square feet of
    properties. As of September 30, 2007, one of our
    subsidiaries also managed approximately 1.1 million
    additional square feet of properties representing the IAT
    portfolio on behalf of the IAT Air Cargo Facilities Income Fund.
    As of September 30, 2007, we also had investments in
    7.5 million square feet of operating properties through our
    investments in non-managed unconsolidated joint ventures.(3)
    
    On a consolidated basis, we had approximately 77.5 million
    rentable square feet with an occupancy rate of 96.1% at
    September 30, 2007.(4)
    
    Consists of second generation leases renewing or re-tenanting
    with current and prior lease terms greater than one year.(5)
    
    Second generation tenant improvements and leasing commissions
    per square foot are the total cost of tenant improvements,
    leasing commissions and other leasing costs incurred during
    leasing of second generation space divided by the total square
    feet leased. Costs incurred prior to leasing available space are
    not included until such space is leased. Second generation space
    excludes newly developed square footage or square footage vacant
    at acquisition. 65




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##### Table of Contents



Owned and
    Managed Same Store Operating Statistics(1)
    For the Three


For the NineMonths Ended


Months EndedSeptember 30,


September 30,Same Store Pool(1)

2007


2007Square feet in same store pool(2)(3)


85,480,766



85,480,766% of total square feet


75.0
%


75.0
%Occupancy percentage(3)September 30, 2007


96.2
%


96.2
%September 30, 2006


96.1
%


96.1
%Weighted average lease terms (years)Original


6.1



6.1Remaining


3.1



3.1Trailing four quarter tenant retention


72.3
%


72.3
%Same Space Leasing Activity(4):Rent increases on renewals and rollovers


9.2
%


4.5
%Same space square footage commencing (millions)


3.7



12.9Growth% increase (decrease) (including straight-line rents and
    amortization of lease intangibles):Revenues(5)


5.0
%


4.4
%Expenses(5)


9.3
%


6.3
%Net operating income(5)(6)


3.5
%


3.7
%Growth% increase (decrease) (excluding straight-line rents and
    amortization of lease intangibles):Revenues(5)


6.3
%


5.9
%Expenses(5)


9.3
%


6.3
%Net operating income(5)(6)


5.3
%


5.8
%     (1)
    
    Same store properties are those properties that we owned and
    managed during both the current and prior year reporting
    periods, excluding properties purchased and development
    properties stabilized after December 31, 2005 (generally
    defined as properties that are 90% leased or properties for
    which we have held a certificate of occupancy or where building
    has been substantially complete for at least 12 months).(2)
    
    Schedule includes owned and managed operating properties which
    we define as properties in which we have at least a 10%
    ownership interest, for which we are the property or asset
    manager, and which we intend to hold for the long-term. This
    excludes development and renovation projects and recently
    completed development projects available for sale or
    contribution.(3)
    
    On a consolidated basis, we had approximately 73.2 million
    square feet with an occupancy rate of 96.3% at
    September 30, 2007.(4)
    
    Consists of second generation leases renewing or re-tenanting
    with current and prior lease terms greater than one year.(5)
    
    For the three months ended September 30, 2007, on a
    consolidated basis, the percentage change was 4.7%, 6.5% and
    4.1%, respectively, for revenues, expenses and net operating
    income (including straight-line rents and amortization of lease
    intangibles) and 6.5%, 6.5% and 6.5%, respectively, for the
    revenues, expenses and net operating income (excluding straight
    line rents and amortization of lease intangibles). For the nine
    months ended September 30, 2007, on a consolidated basis,
    the percentage change was 4.3%, 6.1% and 3.7%, respectively, for
    revenues, expenses and net operating income (including
    straight-line rents and amortization of 66




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##### Table of Contents



lease intangibles) and 5.8%, 6.1% and 5.7%, respectively, for
    the revenues, expenses and net operating income (excluding
    straight line rents and amortization of lease intangibles).(6)
    
    See Part I, Item 2: Managements Discussion
    and Analysis of Financial Condition and Results of
    Operations  Supplemental Earnings Measures for
    a discussion of same store net operating income and 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.  Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk      2007


2008


2009


2010


2011


Thereafter


TotalFixed rate debt(1)

$
62,150


$
251,703


$
200,043


$
411,731


$
248,462


$
1,026,343


$
2,200,432Average interest rate


5.8
%


7.0
%


4.9
%


6.6
%


6.7
%


6.1
%


6.2
%Variable rate debt(2)

$
19,843


$
87,681


$
72,962


$
605,353


$
230,759


$
118,875


$
1,135,473Average interest rate


4.6
%


2.5
%


6.1
%


2.7
%


5.7
%


6.4
%


3.9
%Interest Payments

$
4,503


$
19,833


$
14,161


$
43,301


$
29,730


$
69,888


$
181,416     (1)
    
    Represents 66.0% of all outstanding debt.(2)
    
    Represents 34.0% of all outstanding debt.      Financial Instruments.
 67




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##### Table of Contents



Maturity Dates


NotionalRelated Derivatives (In thousands)

June 9, 2010


Amount


Fair ValueNotional Amount (U.S. Dollars)

$
25,000


$
25,000Receive Floating(%)


US LIBORPay Fixed Rate(%)


5.17
%Fair Market Value

$
(320
)





$
(320
)Total





$
25,000


$
(320
)   International Operations.
      Item 4.
    Controls
    and Procedures    Rule 13a-15(b)
   68




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##### Table of Contents



PART II
  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Form 10-K Form 10-Q
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Total Number of Shares


Maximum ApproximateAverage Price


Purchased as Part


Dollar Value of Shares thatTotal Number of


Paid per


of Publicly Announced


May Yet be Purchased UnderIssuer Purchases of Equity Securities

Shares Purchased


Share


Plans or Programs


the Plans or ProgramsAugust 1, 2007 through August 31, 2007


1,069,038


$
49.87



1,069,038


$
146,630     Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information   69




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##### Table of Contents



Item 6.
    Exhibits  No. 001-13545.
  ExhibitNumber

Description10
.1

Fifth Amended and Restated Revolving Credit Agreement, dated as
    of July 16, 2007, by and among the qualified borrowers
    listed on the signature pages thereto, AMB Property, L.P., as a
    qualified borrower and guarantor, AMB Property Corporation, as
    guarantor, the banks listed on the signature pages thereto, Bank
    of America, N.A., as administrative agent, The Bank of Nova
    Scotia, as syndication agent, Calyon New York Branch, Citicorp
    North America, Inc., and The Royal Bank of Scotland PLC, as
    co-documentation agents, Banc of America Securities Asia
    Limited, as Hong Kong Dollars agent, Bank of America, N.A.,
    acting by its Canada Branch, as reference bank, Bank of America,
    Singapore Branch, as Singapore Dollars agent, and each of the
    other lending institutions that becomes a lender thereunder.
    (incorporated by reference to Exhibit 10.1 of AMB Property,
    L.Ps., Current Report on
    Form 8-K
    filed on July 20, 2007).10
.2

Amended and Restated 2005 Non-Qualified Deferred Compensation
    Plan.10
.3

Form of Amended and Restated Change in Control and
    Noncompetition Agreements by and between AMB Property, L.P. and
    executive officers (incorporated by reference to
    Exhibit 10.1 of AMB Property, L.Ps., Current Report
    on
    Form 8-K
    filed on October 1, 2007).10
.4

First Amendment to Amended and Restated Revolving Credit
    Agreement, dated as of October 23, 2007, by and among the
    initial borrower, each qualified borrower listed on the
    signature pages thereto, AMB Property, L.P., as guarantor, AMB
    Property Corporation, as guarantor, the Alternate Currency Banks
    (as defined therein) and Sumitomo Mitsui Banking Corporation, as
    administrative agent.10
.5

RMB Revolving Credit Agreement, dated October 23, 2007,
    between Wealth Zipper (Shanghai) Property Development Co., Ltd.,
    the RMB Lenders listed therein, Sumitomo Mitsui Banking
    Corporation, New York Branch, as Administrative Agent and
    Sole Lead Arranger and Bookmanager, and Sumitomo Mitsui Banking
    Corporation, Shanghai Branch, as RMB Settlement Agent.31
.1

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

18 U.S.C. § 1350 Certifications dated
    November 13, 2007. The certifications in this exhibit are
    being furnished solely to accompany this report pursuant to
    18 U.S.C. § 1350, and are not being filed for purposes
    of Section 18 of the Securities Exchange Act of 1934, as
    amended, and are not to be incorporated by reference into any of
    our filings, whether made before or after the date hereof,
    regardless of any general incorporation language in such filing.  70




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##### Table of Contents



SIGNATURES
    By: AMB PROPERTY, L.P., Registrant
    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)
   71