##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
     Form 10-Q/A
 Amendment No. 1
      þ

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

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

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
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ




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##### 



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


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


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


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


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


4Notes to Consolidated Financial Statements


5PART II. OTHER
    INFORMATIONItem 6.


Exhibits


27EXHIBIT 31.2EXHIBIT 32.2




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##### Table of Contents



Form 10-Q
  PART I
  Item 1.  Financial
    Statements
  AMB
    PROPERTY, L.P.
  CONSOLIDATED BALANCE SHEETS
 As of March 31, 2007 and December 31, 2006
  March 31,


December 31,2007


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

$
1,346,220


$
1,351,123Buildings and improvements


4,071,200



4,038,474Construction in progress


1,360,318



1,186,136Total investments in properties


6,777,738



6,575,733Accumulated depreciation and amortization


(829,814
)


(789,693
)Net investments in properties


5,947,924



5,786,040Investments in unconsolidated joint ventures


279,422



274,381Properties held for contribution, net


144,961



154,036Properties held for divestiture, net


11,227



20,916Net investments in real estate


6,383,534



6,235,373Cash and cash equivalents


259,818



174,763Restricted cash


26,343



21,115Mortgage and loan receivables


18,711



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


141,647



133,998Deferred financing costs, net


30,190



20,394Other assets


116,740



109,122Total assets

$
6,976,983


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

$
1,648,336


$
1,395,354Unsecured senior debt


1,057,186



1,101,874Unsecured credit facilities


474,849



852,033Other debt


86,146



88,154Total debt


3,266,517



3,437,415Security deposits


37,274



36,106Distributions payable


57,500



48,967Accounts payable and other liabilities


192,598



186,807Total liabilities


3,553,889



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


506,611



555,201Preferred unitholders


132,912



129,764Total minority interests


639,523



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


2,623,368



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


160,203



152,595Total partners capital


2,783,571



2,319,252Total liabilities and partners capital

$
6,976,983


$
6,713,512    1




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##### Table of Contents



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


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

$
162,082


$
171,301Private capital income


5,925



5,106Total revenues


168,007



176,407COSTS AND EXPENSESProperty operating expenses


(25,371
)


(24,300
)Real estate taxes


(18,876
)


(19,843
)Depreciation and amortization


(41,029
)


(42,754
)Impairment losses


(257
)


General and administrative


(29,854
)


(23,048
)Other expenses


(912
)


(537
)Fund costs


(241
)


(614
)Total costs and expenses


(116,540
)


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


2,113



2,088Other income


5,507



3,507Gains from dispositions of real estate interests


136



Development profits, net of taxes


12,192



674Interest expense, including amortization


(33,865
)


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


(13,917
)


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


37,550



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


(7,193
)


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


(12
)


Preferred unitholders


(2,242
)


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


(9,447
)


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


28,103



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


81



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


44



7,366Total discontinued operations


125



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


28,228



30,176Cumulative effect of change in accounting principle






193Net income


28,228



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


(3,952
)


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


(1,590
)


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






(1,097
)Net income available to common unitholders

$
22,686


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

$
21,730


$
23,384Limited partners


956



1,202Net income available to common unitholders

$
22,686


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

$
0.23


$
0.16Discontinued operations






0.11Cumulative effect of change in accounting principle






Net income available to common unitholders

$
0.23


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

$
0.23


$
0.16Discontinued operations






0.10Cumulative effect of change in accounting principle






Net income available to common unitholders

$
0.23


$
0.26WEIGHTED AVERAGE COMMON UNITS OUTSTANDINGBasic


96,943,042



90,821,246Diluted


99,776,750



94,567,680    2




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##### Table of Contents



AMB
    PROPERTY, L.P. CONSOLIDATED STATEMENT OF PARTNERS
    CAPITAL
 For the Three Months Ended March 31, 2007
  General Partner


Limited PartnersPreferred Units


Common Units


Preferred Units


Common UnitsUnits


Amount


Units


Amount


Units


Amount


Units


Amount


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


9,300,000


$
223,417



89,433,024


$
1,943,240



1,600,000


$
77,815



3,450,343


$
74,780


$
2,319,252Comprehensive income:Net income






3,952







21,730







1,590







956Unrealized gain on securities and derivatives














(13
)














Currency translation adjustment














353















Total comprehensive income


































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










29,443



5,108



















5,108Issuance of common units










8,365,800



472,072



















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










1,218,592



19,333



















19,333Conversion of operating partnership units to common stock










42,983



2,600











(42,983
)


(860
)


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














(1,095
)


















(1,095
)Reallocation of interests














(13,966
)














9,845



(4,121
)Distributions






(3,952
)






(49,411
)






(1,590
)






(2,333
)


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


9,300,000


$
223,417



99,089,842


$
2,399,951



1,600,000


$
77,815



3,407,360


$
82,388


$
2,783,571    3




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##### Table of Contents



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


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

$
28,228


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


(2,715
)


(5,146
)Depreciation and amortization


41,029



42,754Impairment losses


257



Stock-based compensation amortization


5,108



4,829Equity in earnings of unconsolidated joint ventures


(2,113
)


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


3,712



326Gains from dispositions of real estate interests


(136
)


Development profits, net of taxes


(12,192
)


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


(578
)


2,850Total minority interests share of net income


9,447



11,976Discontinued operations:Depreciation and amortization


(4
)


514Joint venture partners share of net income


(65
)


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


(44
)


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






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


(15,802
)


271Accounts payable and other liabilities


1,828



(26,323
)Net cash provided by operating activities


55,960



52,099CASH FLOWS FROM INVESTING ACTIVITIESChange in restricted cash


(5,243
)


9,032Cash paid for property acquisitions


(18,553
)


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


(243,638
)


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


114,107



20,707Additions to interests in unconsolidated joint ventures


(8,873
)


999Repayment of mortgage and loan receivables


36



32Net cash used in investing activities


(162,164
)


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


491,405



29,469Borrowings on secured debt


446,351



1,631Payments on secured debt


(198,351
)


(26,778
)Borrowings on other debt






43,086Payments on other debt


(2,158
)


(420
)Borrowings on unsecured credit facilities


241,183



284,185Payments on unsecured credit facilities


(625,083
)


(47,686
)Payment of financing fees


(10,483
)


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


24,997



Payments on senior debt securities


(70,000
)


(25,000
)Issuance costs on preferred units






(217
)Repurchase of preferred units


(6
)


(77,392
)Contributions from co-investment partners


1,111



65,859Distributions paid to partners


(46,421
)


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


(61,572
)


(34,473
)Net cash provided by financing activities


190,973



165,557Net effect of exchange rate changes on cash


286



988Net increase (decrease) in cash and cash equivalents


85,055



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


174,763



232,881Cash and cash equivalents at end of period

$
259,818


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

$
34,932


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

$
18,109


$
153,355Assumption of secured debt






(28,300
)Assumption of other assets and liabilities


473



(802
)Acquisition capital


(29
)


(3,056
)Net cash paid for property acquisitions

$
18,553


$
121,197Preferred unit redemption issuance costs

$



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

$
8,751


$
    4




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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


2006Rental revenues

$
(63
)

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






154Property operating expenses


(36
)


(1,456
)Real estate taxes


(33
)


(627
)Depreciation and amortization


4



(514
)Other income and expenses, net


2



4Interest, including amortization


142



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


65



Income attributable to discontinued operations

$
81


$
2,359  9




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##### Table of Contents



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


December 31,2007


2006Other assets

$
87


$
Accounts payable and other liabilities

$
401


$
721   5.
    Mortgage
    and Loan Receivables    March 31,


December 31,Mortgage and Loan Receivables

Market

Maturity


2007


2006


Rate1.  Pier 1

SF Bay Area


May 2026


$
12,650


$
12,686



13.0
%2.  G.Accion

Mexico, Various


June 2010



6,061



6,061



10.0
%Total Mortgage and Loan Receivables







$
18,711


$
18,747   6.
    Debt    March 31,


December 31,2007


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

$
492,557


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


1,150,275



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


1,067,491



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


86,146



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


474,849



852,033Total debt before unamortized net (discounts)


3,271,318



3,441,688Unamortized net (discounts)


(4,801
)


(4,273
)Total consolidated debt

$
3,266,517


$
3,437,415  10




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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


ConsolidatedPartnership


Joint Venture


UnsecuredSecured


Secured


Senior Debt


Credit


OtherDebt


Debt


Securities


Facilities


Debt


Total2007

$
12,396


$
45,300


$
55,000


$



$
14,215


$
126,9112008


92,239



73,504



175,000







810



341,5532009


6,234



118,813



100,000







873



225,9202010


72,026



116,182



250,000



474,849



941



913,9982011


6,335



190,622



75,000







1,014



272,9712012


8,369



449,198











1,093



458,6602013


42,682



59,714



175,000







65,920



343,3162014


245,273



4,076











616



249,9652015


2,199



18,780



112,491







664



134,1342016


4,804



54,995















59,799Thereafter






19,091



125,000











144,091Total

$
492,557


$
1,150,275


$
1,067,491


$
474,849


$
86,146


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




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##### Table of Contents



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


Total InvestmentPartnerships


in Real Estate(1)


Property Debt(2)


Other DebtOwnership


March 31,


December 31,


March 31,


December 31,


March 31,


December 31,Co-investment Joint Venture

Joint Venture Partner

Percentage


2007


2006


2007


2006


2007


2006AMB/Erie, L.P.

Erie Insurance Company and affiliates


50
%

$
52,643


$
52,942


$
20,459


$
20,605


$



$
AMB Partners II, L.P.

City and County of San Francisco Employees Retirement
    System


20
%


683,952



679,138



322,094



323,532



65,000



65,000AMB-SGP, L.P.

Industrial JV Pte Ltd(3)


50
%


445,718



444,990



350,073



235,480







AMB Institutional Alliance Fund II, L.P.

AMB Institutional Alliance REIT II, Inc.(4)


20
%


521,314



519,534



242,050



243,263







AMB-AMS,
    L.P.(5)

PMT, SPW and TNO(6)


39
%


153,990



153,563



84,558



78,904







Total







$
1,857,617


$
1,850,167


$
1,019,234


$
901,784


$
65,000


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


December 31,


Redemption/Callable2007


2006


DateJoint Venture Partners

$
506,611


$
555,201



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


30,435



27,281



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


77,678



77,684



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


24,799



24,799



March 2006Total minority interests

$
639,523


$
684,965  14




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##### Table of Contents



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


2006Joint Venture Partners share of income

$
7,193


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


12



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


133



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


1,599



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






214Series F preferred units (repurchased in September 2006)






200Series H preferred units (repurchased in March 2006)






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


510



510Series N preferred units (repurchased in January 2006)






127Total minority interests share of income

$
9,447


$
11,976        15




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##### Table of Contents



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


March 31,


December 31,


OwnershipUnconsolidated Joint Ventures

Feet


2007


2006


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


3,050,915


$
8,495


$
7,601



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


3,951,904



32,184



31,811



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


15,746,793



135,914



136,971



21
%AMB DFS Fund I, LLC(4)






16,622



11,700



15
%Other Industrial Operating Joint Ventures


7,684,931



48,569



47,955



53
%Other Investment  G. Accion(5)


n/a



37,638



38,343



39
%Total Unconsolidated Joint Ventures


30,434,543


$
279,422


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




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##### Table of Contents



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


For the Three Months Ended March 31, 2006Income (loss)








Income (loss)From


Net





From


NetContinuing


Income





Continuing


IncomeCo-Investment Unconsolidated Joint Ventures:

Revenues


Operations


(loss)


Revenues


Operations


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

$
29,480


$
2,912


$
2,927


$
15,653


$
1,835


$
2,095AMB Japan Fund I, L.P.(2)


10,929



2,192



2,192



2,794



133



133AMB-SGP Mexico, LLC(3)


4,307



(2,119
)


(2,119
)


3,047



(1,346
)


(1,346
)AMB DFS Fund I, LLC(4)






(39
)


(39
)










Total

$
44,716


$
2,946


$
2,961


$
21,494


$
622


$
882     (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 REIT. Prior to
    October 1, 2006, the Company accounted for AMB
    Institutional Alliance Fund III, L.P. as a consolidated
    joint venture.(2)
    
    AMB Japan Fund I 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 months ended March 31, 2007 and
    2006.(3)
    
    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.(4)
    
    AMB DFS Fund I, LLC is a co-investment partnership formed
    in 2006 with a subsidiary of GE Real Estate to build and sell
    properties.         17




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          9.
    Partners
    Capital   18




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##### Table of Contents



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

Security

2007


2006Operating Partnership

Common limited partnership units

$
0.500


$
0.460Operating Partnership

Series J preferred units

$
0.994


$
0.994Operating Partnership

Series K preferred units

$
0.994


$
0.994AMB Property II, L.P.

Class B common limited partnership units

$
0.500


$
0.460AMB Property II, L.P.

Series D preferred units

$
0.943


$
0.969AMB Property II, L.P.

Series E preferred units(1)


n/a


$
0.969AMB Property II, L.P.

Series F preferred units(2)


n/a


$
0.994AMB Property II, L.P.

Series H preferred units(3)


n/a


$
0.970AMB Property II, L.P.

Series I preferred units

$
1.000


$
1.000AMB Property II, L.P.

Series N preferred units(4)


n/a


$
0.215     (1)
    
    In June 2006, AMB Property II, L.P. repurchased all of its
    outstanding Series E preferred units.(2)
    
    In September 2006, AMB Property II, L.P. repurchased all of its
    outstanding Series F preferred units.(3)
    
    In March 2006, AMB Property II, L.P. repurchased all of its
    outstanding Series H preferred units.(4)
    
    The holder of the series N preferred units exercised its
    put option in January 2006 and sold all of its series N
    preferred units to the Operating Partnership and AMB Property
    II, L.P. repurchased all of such units from the Operating
    Partnership.     19




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     20




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##### Table of Contents



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


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

$
28,103


$
20,451Preferred unit distributions


(5,542
)


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






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


22,561



14,668Total discontinued operations


125



9,725Cumulative effect of change in accounting principle






193Net income available to common unitholders

$
22,686


$
24,586DenominatorBasic


96,943,042



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


2,833,708



3,746,434Diluted weighted average common units


99,776,750



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

$
0.23


$
0.16Discontinued operations






0.11Cumulative effect of change in accounting principle






Net income available to common unitholders

$
0.23


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

$
0.23


$
0.16Discontinued operations






0.10Cumulative effect of change in accounting principle






Net income available to common unitholders

$
0.23


$
0.26     (1)
    
    Excludes anti-dilutive stock options of 302,938 and 325,503 for
    the three months ended March 31, 2007 and 2006,
    respectively. 21




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    Segment
    Information    
    Real Estate Operations.  The Operating
    Partnership operates industrial properties and manages its
    business by geographic markets. Such industrial properties
    consist primarily of warehouse distribution facilities suitable
    for single or multiple customers, and are typically comprised of
    multiple buildings that are leased to customers engaged in
    various types of businesses. The Operating Partnerships
    geographic markets for industrial properties are managed
    separately because each market requires different operating,
    pricing and leasing strategies. Each market is considered to be
    an individual operating segment having similar economic
    characteristics that are combined within the reported segment
    based upon geographic location. The accounting policies of the
    segments are the same as those described in the summary of
    significant accounting policies. The Operating Partnership
    evaluates performance based upon property net operating income
    of the combined properties in each segment, which are listed
    below. In addition, the Operating Partnerships development
    business is included under real estate operations. It primarily
    consists of the Operating Partnerships development of real
    estate properties that are subsequently contributed to a
    property fund in which the Operating Partnership has an
    ownership interest in and acts as manager, or sold to third
    parties. The Operating Partnership evaluates performance of the
    development business by reported operating segment based upon
    gains generated from the disposition and/or contribution of real
    estate. The assets of the development business generally include
    properties under development and land held for development.
    During the period between the completion of development of a
    property and the date the property is contributed to an
    unconsolidated joint venture or sold to a third party, the
    property and its associated rental income and property operating
    costs are included in the real estate operations segment because
    the primary activity associated with the property during that
    period is leasing. Upon contribution or sale, the resulting gain
    or loss is included as gains from dispositions of real estate
    interests or development profits, as appropriate.
    Capital Partners.  The Operating Partnership
    through its private capital group and AMB Capital Partners, LLC,
    provides real estate investment, portfolio management and
    reporting services to co-investment joint ventures and clients.
    The private capital income earned consists of acquisition and
    development fees, asset management fees and priority
    distributions, and promoted interests and incentive
    distributions from the Operating Partnerships
    co-investment joint ventures and AMB Capital Partners
    clients. The accounting policies of the segment are the same as
    those described in the summary of significant accounting
    policies under Note 2, Interim Financial Statements. The
    Operating Partnership evaluates performance based upon private
    capital income. 22




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##### Table of Contents



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


Property NOI(2)


Development GainsFor the Three Months


For the Three Months


For the Three MonthsEnded March 31,


Ended March 31,


Ended March 31,Segments(1)

2007


2006


2007


2006


2007


2006North America MarketsSouthern California

$
26,418


$
27,415


$
20,789


$
21,817


$
9,004


$
No. New Jersey/New York


17,545



19,653



11,699



13,347







San Francisco Bay Area


21,345



21,554



16,839



16,953







Chicago


13,514



13,629



9,208



9,324



2,668



On-Tarmac


13,460



14,055



7,276



7,869







South Florida


10,716



9,251



7,236



6,295



478



674Seattle


9,323



9,354



7,194



7,246







Non  U.S. MarketsEurope


11,741



6,532



9,361



5,233







Asia


1,418



8,741



673



7,938







Total markets


125,480



130,184



90,275



96,022



12,150



674Other Markets


33,824



41,176



24,713



29,112



42



Straight-line rents and amortization of lease intangibles


2,715



5,146



2,715



5,146







Discontinued operations


63



(5,205
)


132



(3,122
)






Capital PartnersPrivate capital income


5,925



5,106















Total

$
168,007


$
176,407


$
117,835


$
127,158


$
12,192


$
674     (1)
    
    The markets included are a subset of the Operating
    Partnerships regions defined as East, Southwest and West
    Central in North America, Europe and Asia.(2)
    
    Property net operating income (NOI) is defined as
    rental revenue, including reimbursements, less property
    operating expenses, which excludes depreciation, amortization,
    general and administrative expenses and interest expense. For a
    reconciliation of NOI to net income, see the table below.   23




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##### Table of Contents



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


2006Property NOI

$
117,835


$
127,158Development profits, net of taxes


12,192



674Private capital income


5,925



5,106Depreciation and amortization


(41,029
)


(42,754
)Impairment losses


(257
)


General and administrative


(29,854
)


(23,048
)Other expenses


(912
)


(537
)Fund costs


(241
)


(614
)Equity in earnings of unconsolidated joint ventures


2,113



2,088Other income


5,507



3,507Gains from dispositions of real estate interests


136



Interest, including amortization


(33,865
)


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


(9,447
)


(11,976
)Total discontinued operations


125



9,725Cumulative effect of change in accounting principle






193Net income

$
28,228


$
30,369   The Operating Partnerships total assets by reportable
    segments were (dollars in thousands):   Total Assets as ofMarch 31, 2007


December 31, 2006North America MarketsSouthern California

$
868,016


$
895,610No. New Jersey/New York


608,718



607,727San Francisco Bay Area


701,914



703,660Chicago


437,020



446,662On-Tarmac


208,089



210,798South Florida


363,801



371,603Seattle


390,745



380,459Non-U.S.
    MarktesEurope


756,650



723,326Asia


537,124



434,706Total marktes


4,872,077



4,774,551Other Markets


1,506,530



1,430,308Investments in unconsolidated joint ventures


279,422



274,381Non-segment assets


318,954



234,272Total assets

$
6,976,983


$
6,713,512  24




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    Commitments
    and Contingencies  Commitments
  Lease Commitments.
  Standby Letters of Credit.
  Guarantees.
  Performance and Surety Bonds.
  Promoted Interests and Other Contractual
    Obligations.
  Contingencies
  Litigation.
  Environmental Matters.
  General Uninsured Losses.
 25




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Captive Insurance Company.
  13.
    Subsequent
    Events       26




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##### Table of Contents



PART II
  Item 6.
    Exhibits  No. 001-14245.
  ExhibitNumber

Description10
.1

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

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

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

$84,000,000 Amended, Restated and Consolidated Promissory Note
    (Fixed B-1), dated February 14, 2007, by AMB-SGP
    California, LLC, AMB-SGP CIF-California, LLC, AMB-SGP CIF-I,
    LLC, AMB-SGP
    Docks, LLC, AMB-SGP Georgia, LLC, AMB-SGP CIF-Illinois, L.P. and
    AMB-SGP TX/IL SUB, LLC, as Borrowers, to The Prudential
    Insurance Company of America, as Lender (incorporated by
    reference to Exhibit 10.4 of AMB Property, L.P.s
    Current Report on
    Form 8-K
    filed on February 21, 2007).10
.5

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

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

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

Rule 13a-14(a)/15d-14(a) Certifications
    dated May 9, 2007 (filed with AMB Property, L.P.s
    Quarterly Report on
    Form 10-Q
    on May 9, 2007).31
.2

Rule 13a-14(a)/15d-14(a) Certifications
    dated October 25, 2007.32
.1

18 U.S.C. § 1350 Certifications dated May 9,
    2007. The certifications in this exhibit are being furnished
    solely to accompany this report pursuant to 18 U.S.C.
    § 1350, and are not being filed for purposes of
    Section 18 of the Securities Exchange Act of 1934, as
    amended, and are not to be incorporated by reference into any of
    our filings, whether made before or after the date hereof,
    regardless of any general incorporation language in such filing
    (filed with AMB Property, L.P.s Quarterly Report on
    Form 10-Q
    on May 9, 2007).32
.2

18 U.S.C. § 1350 Certifications dated October 25,
    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.  27




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##### Table of Contents



SIGNATURES
    By: Property, Corporation, its general partner
  By:
    /s/  Hamid
    R. Moghadam   Chairman of the Board, President and
 Chief Executive Officer
 (Duly Authorized Officer and
 Principal Executive Officer)
  By:
    /s/  Thomas
    S. Olinger   Chief Financial Officer
 (Duly Authorized Officer
 and Principal Financial Officer)
  By:
    /s/  Nina
    A. Tran   Senior Vice President and
 Chief Accounting Officer
 (Duly Authorized Officer and
 Principal Accounting Officer)
   28