##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, 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
    June 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(State or Other Jurisdiction
    of
    Incorporation or Organization)

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

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




---



##### 



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


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


1Consolidated Statements of Operations for the
    Three and Six Months Ended June 30, 2007 and 2006


2Consolidated Statement of Partners Capital
    for the Six Months Ended June 30, 2007


3Consolidated Statements of Cash Flows for the Six
    Months Ended June 30, 2007 and 2006


4Notes to Consolidated Financial Statements


5PART II. OTHER INFORMATIONItem 6.


Exhibits


32EXHIBIT 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 June 30, 2007 and December 31, 2006
  June 30,


December 31,2007


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

$
1,274,122


$
1,351,123Buildings and improvements


3,757,804



4,038,474Construction in progress


1,375,056



1,186,136Total investments in properties


6,406,982



6,575,733Accumulated depreciation and amortization


(854,227
)


(789,693
)Net investments in properties


5,552,755



5,786,040Investments in unconsolidated joint ventures


349,534



274,381Properties held for contribution, net


245,632



154,036Properties held for divestiture, net


45,146



20,916Net investments in real estate


6,193,067



6,235,373Cash and cash equivalents


223,968



174,763Restricted cash


27,084



21,115Accounts receivable, net of allowance for doubtful accounts of
    $7,175 and $6,361, respectively


166,449



133,998Deferred financing costs, net


24,861



20,394Other assets


123,835



127,869Total assets

$
6,759,264


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

$
1,340,702


$
1,395,354Unsecured senior debt


1,057,498



1,101,874Unsecured credit facilities


562,184



852,033Other debt


85,110



88,154Total debt


3,045,494



3,437,415Security deposits


38,994



36,106Distributions payable


55,891



48,967Accounts payable and other liabilities


184,036



186,807Total liabilities


3,324,415



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


535,280



555,201Preferred unitholders


108,993



129,764Total minority interests


644,273



684,965Partners capital:General partner, 99,430,873 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


2,712,085



2,166,657Limited partners, 3,143,461 and 3,450,343 units,
    respectively


78,491



152,595Total partners capital


2,790,576



2,319,252Total liabilities and partners capital

$
6,759,264


$
6,713,512    1




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##### Table of Contents



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


For the Six MonthsEnded June 30,


Ended June 30,2007


2006


2007


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

$
162,914


$
170,974


$
324,996


$
342,276Private capital income


8,518



4,943



14,443



10,049Total revenues


171,432



175,917



339,439



352,325COSTS AND EXPENSESProperty operating expenses


(24,435
)


(23,765
)


(49,806
)


(48,065
)Real estate taxes


(18,869
)


(19,824
)


(37,745
)


(39,667
)Depreciation and amortization


(41,483
)


(44,500
)


(82,504
)


(87,254
)Impairment losses






(5,394
)


(257
)


(5,394
)General and administrative


(30,260
)


(25,142
)


(60,114
)


(48,190
)Other expenses


(1,139
)


296



(2,051
)


(241
)Fund costs


(277
)


(479
)


(518
)


(1,093
)Total costs and expenses


(116,463
)


(118,808
)


(232,995
)


(229,904
)OTHER INCOME AND EXPENSESEquity in earnings of unconsolidated joint ventures, net


1,748



8,278



3,861



10,366Other income


6,472



2,258



11,979



5,765Gains from sale or contribution of real estate interests, net


74,707







74,843



Development profits, net of taxes


28,996



45,698



41,188



46,372Interest expense, including amortization


(33,369
)


(44,310
)


(67,951
)


(83,704
)Total other income and expenses, net


78,554



11,924



63,920



(21,201
)Income before minority interests, discontinued operations and
    cumulative effect of change in accounting principle


133,523



69,033



170,364



101,220Minority interests share of income:Joint venture partners share of income before minority
    interests and discontinued operations


(8,067
)


(8,895
)


(15,260
)


(17,297
)Joint venture partners share of development (profits)
    losses


(1,323
)


589



(1,335
)


589Preferred unitholders


(2,438
)


(2,450
)


(4,680
)


(5,887
)Total minority interests share of income


(11,828
)


(10,756
)


(21,275
)


(22,595
)Income from continuing operations before cumulative effect of
    change in accounting principle


121,695



58,277



149,089



78,625Discontinued operations:Income attributable to discontinued operations, net of minority
    interests


507



4,333



1,297



6,795Gains from dispositions of real estate, net of minority interests


315



17,928



359



25,294Total discontinued operations


822



22,261



1,656



32,089Net income before cumulative effect of change in accounting
    principle


122,517



80,538



150,745



110,714Cumulative effect of change in accounting principle














193Net income


122,517



80,538



150,745



110,907Series L, M, O and P preferred unit distributions


(3,952
)


(3,095
)


(7,904
)


(6,191
)Series J and K preferred unit distributions


(18
)


(1,590
)


(1,608
)


(3,180
)Preferred unit redemption (issuance costs) discount


(2,927
)


77



(2,927
)


(1,020
)Net income available to common unitholders

$
115,620


$
75,930


$
138,306


$
100,516Income available to common unitholders attributable to:General partner

$
111,390


$
72,335


$
133,120


$
95,719Limited partners


4,230



3,595



5,186



4,797Net income available to common unitholders

$
115,620


$
75,930


$
138,306


$
100,516Basic 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

$
1.11


$
0.59


$
1.36


$
0.75Discontinued operations


0.01



0.24



0.02



0.35Cumulative effect of change in accounting principle














Net income available to common unitholders

$
1.12


$
0.83


$
1.38


$
1.10Diluted 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

$
1.08


$
0.56


$
1.32


$
0.72Discontinued operations


0.01



0.24



0.02



0.34Cumulative effect of change in accounting principle














Net income available to common unitholders

$
1.09


$
0.80


$
1.34


$
1.06WEIGHTED AVERAGE COMMON UNITS OUTSTANDINGBasic


103,382,918



91,702,701



100,193,117



91,302,729Diluted


105,806,524



94,520,866



102,866,432



94,534,263    2




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##### Table of Contents



AMB
    PROPERTY, L.P.
  CONSOLIDATED
    STATEMENT OF PARTNERS CAPITAL
    For the Six Months Ended June 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






7,904







133,120







1,608







5,186Unrealized gain on securities and derivatives














305















Currency translation adjustment














(595
)














Total comprehensive income


































147,528Stock-based compensation amortization and issuance of common
    limited partnership units in connection with the issuance of
    restricted stock and options










19,734



9,403



















9,403Issuance of common units










8,365,800



472,072



















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










1,305,433



21,920



















21,920Conversion of operating partnership units to common stock










306,882



18,598











(306,882
)


(6,138
)


12,460Forfeiture of common limited partnership units in connection
    with the forfeiture of restricted stock














(1,331
)


















(1,331
)Repurchase of preferred units


















(1,600,000
)


(77,815
)










(77,815
)Offering costs






(5
)






(557
)


















(562
)Reallocation of interests














(8,323
)














9,197



874Distributions






(7,904
)






(99,179
)






(1,608
)






(4,534
)


(113,225
)Balance as of June 30, 2007


9,300,000


$
223,412



99,430,873


$
2,488,673






$




3,143,461


$
78,491


$
2,790,576    3




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##### Table of Contents



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


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

$
150,745


$
110,907Adjustments to net income:Straight-line rents and amortization of lease intangibles


(4,950
)


(11,300
)Depreciation and amortization


82,504



87,254Impairment losses


257



5,394Exchange losses


2,883



Stock-based compensation amortization


9,403



10,941Equity in earnings of unconsolidated joint ventures


(3,861
)


(10,366
)Operating distributions received from unconsolidated joint
    ventures


7,409



1,147Gains from sale or contribution of real estate interests, net


(74,843
)


Development profits, net of taxes


(41,188
)


(46,372
)Debt premiums, discounts and finance cost amortization, net


958



5,247Total minority interests share of net income


21,275



22,595Discontinued operations:Depreciation and amortization


8



452Joint venture partners share of net income


(63
)


139Gains from dispositions of real estate, net of minority interests


(359
)


(25,294
)Cumulative effect of change in accounting principle






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


(29,194
)


13,635Accounts payable and other liabilities


10,596



(4,239
)Net cash provided by operating activities


131,580



159,947CASH FLOWS FROM INVESTING ACTIVITIESChange in restricted cash


(5,979
)


5,353Cash paid for property acquisitions


(32,948
)


(311,507
)Additions to land, buildings, development costs, building
    improvements and lease costs


(537,709
)


(497,947
)Net proceeds from divestiture of real estate


402,614



149,559Additions to interests in unconsolidated joint ventures


(47,512
)


(5,121
)Capital distributions received from unconsolidated joint ventures


218



13,633Repayment of mortgage and loan receivables


1,589



2,805Cash transferred to unconsolidated joint venture


(32,465
)


Net cash used in investing activities


(252,192
)


(643,225
)CASH FLOWS FROM FINANCING ACTIVITIESIssuance of common units, net


493,992



33,400Borrowings on secured debt


509,033



196,149Payments on secured debt


(237,541
)


(208,377
)Borrowings on other debt


15,956



65,000Payments on other debt


(19,347
)


(746
)Borrowings on unsecured credit facilities


709,176



646,509Payments on unsecured credit facilities


(986,558
)


(252,828
)Payment of financing fees


(10,956
)


(5,736
)Net proceeds from issuances of senior debt


24,889



99,456Payments on senior debt securities


(70,000
)


(25,000
)Issuance costs on preferred units


(562
)


(217
)Repurchase of preferred units


(102,735
)


(88,180
)Contributions from co-investment partners


30,335



124,185Distributions paid to partners


(101,845
)


(86,536
)Distributions to minority interests, including preferred units


(76,574
)


(52,810
)Net cash provided by financing activities


177,263



444,269Net effect of exchange rate changes on cash


(7,446
)


8,473Net increase (decrease) in cash and cash equivalents


49,205



(30,536
)Cash and cash equivalents at beginning of period


174,763



232,881Cash and cash equivalents at end of period

$
223,968


$
202,345Supplemental Disclosures of Cash Flow InformationCash paid for interest, net of capitalized interest

$
64,900


$
77,244Non-cash transactions:Acquisition of properties

$
35,050


$
399,625Assumption of secured debt






(61,006
)Assumption of other assets and liabilities


388



(19,096
)Acquisition capital


(590
)


(8,016
)Minority interest contribution, including units issues


(1,900
)


Net cash paid for property acquisitions

$
32,948


$
311,507Preferred unit redemption issuance costs

$
2,927


$
1,020Contribution of properties to unconsolidated joint ventures, net

$
60,027


$
126,067Purchase 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
 June 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 111.3 million square feet (principally
    warehouse distribution buildings) that were 96.1% 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 46
    industrial development projects, which are expected to total
    approximately 15.7 million square feet upon completion;
    on a consolidated basis, the Operating Partnership owned nine
    development projects, totaling approximately 2.2 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 7.3 million square
    feet; and
    the Operating Partnership held approximately 0.2 million
    square feet through its investment in AMB Pier One, LLC. 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,
    3.
    Real
    Estate Acquisition and Development Activity  Acquisition Activity.
 7




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Development Starts.
  Development Completions.
 8




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Development Pipeline.
  4.
    Gains
    from Dispositions of Real Estate Interests, Development Profits
    and Discontinued Operations  Development Sales.
  Discontinued Operations. Accounting for the Impairment or
    Disposal of Long-Lived Assets
  Development Contributions.
 9




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Gains from Sale or Contribution of Real Estate
    Interests.
  Properties Held for Contribution. 15-20%.
  Properties Held for Divestiture.
 10




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the SixFor the Three Months Ended June 30,


Months Ended June 30,2007


2006


2007


2006Rental revenues

$
(178
)

$
4,183


$
(241
)

$
9,232Straight-line rents and amortization of lease intangibles






207







362Property operating expenses


(14
)


(739
)


(50
)


(2,195
)Real estate taxes


(59
)


(595
)


(92
)


(1,222
)Depreciation and amortization


(4
)


62



(8
)


(452
)General and administrative






166







166Other income and expenses, net






15



2



19Interest, including amortization


764



1,036



1,623



1,024Joint venture partners share of (income) loss


(2
)


(2
)


63



(139
)Income attributable to discontinued operations

$
507


$
4,333


$
1,297


$
6,795     June 30,


December 31,2007


2006Other assets

$
123


$
165Accounts payable and other liabilities

$
4,840


$
1,602  11




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##### Table of Contents



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


December 31,2007


2006Operating Partnership secured debt, varying interest rates from
    1.1% to 9.0%, due December 2007 to January 2012 (weighted
    average interest rate of 6.0% and 5.6% at June 30, 2007 and
    December 31, 2006, respectively)

$
220,968


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


1,114,797



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 June 30, 2007 and
    December 31, 2006, respectively and of unamortized
    discounts of $10.0 million and $10.6 million,
    respectively)


1,067,491



1,112,491Other debt, varying interest rates from 3.4% to 7.5%, due August
    2007 to November 2015 (weighted average interest rates of 6.4%
    and 6.6% at June 30, 2007 and December 31, 2006,
    respectively)


85,110



88,154Unsecured credit facilities, variable interest rates, due
    February 2010 and June 2010 (weighted average interest rates of
    2.1% and 3.1% at June 30, 2007 and December 31, 2006,
    respectively)


562,184



852,033Total debt before unamortized net (discounts)


3,050,550



3,441,688Unamortized net discounts


(5,056
)


(4,273
)Total consolidated debt

$
3,045,494


$
3,437,415      12




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           13




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##### Table of Contents



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




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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

$
57,917


$
29,640


$
55,000


$



$
13,179


$
155,7362008


69,188



79,398



175,000







810



324,3962009


25,799



127,993



100,000







873



254,6652010


65,905



95,179



250,000



562,184



941



974,2092011


115



189,611



75,000







1,014



265,7402012


2,044



449,587











1,093



452,7242013






46,447



175,000







65,920



287,3672014






4,076











616



4,6922015






18,780



112,491







664



131,9352016






54,995















54,995Thereafter






19,091



125,000











144,091Sub Total


220,968



1,114,797



1,067,491



562,184



85,110



3,050,550Unamortized net discounts


1,225



3,712



(9,993
)










(5,056
)Total consolidated debt

$
222,193


$
1,118,509


$
1,057,498


$
562,184


$
85,110


$
3,045,494   6.
    Minority
    Interests  Consolidation of Variable Interest Entities
     15




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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


June 30,


December 31,


June 30,


December 31,


June 30,


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
%

$
52,654


$
52,942


$
20,318


$
20,605


$



$
AMB Partners II, L.P.

City and County of San Francisco Employees Retirement
    System


20
%


687,323



679,138



320,662



323,532



65,000



65,000AMB-SGP, L.P.

Industrial JV Pte Ltd(3)


50
%


448,399



444,990



348,928



235,480







AMB Institutional Alliance Fund II, L.P.

AMB Institutional Alliance REIT II, Inc.(4)


20
%


523,766



519,534



240,812



243,263







AMB-AMS,
    L.P.(5)

PMT, SPW and TNO(6)


39
%


155,235



153,563



84,118



78,904







Total







$
1,867,377


$
1,850,167


$
1,014,838


$
901,784


$
65,000


$
65,000     (1)
    
    The Operating Partnership also had other consolidated joint
    ventures with total investments in real estate of
    $606.0 million as of June 30, 2007.(2)
    
    The Operating Partnership also had other consolidated joint
    ventures with property debt of $103.7 million as of
    June 30, 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 June 30, 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.    June 30,


December 31,


Redemption/Callable2007


2006


DateJoint Venture Partners

$
535,280


$
555,201



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


31,430



27,281



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


77,563



77,684



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






24,799



Repurchased in April 2007Total minority interests

$
644,273


$
684,965  16




---



##### Table of Contents



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


For the Six MonthsEnded June 30,


Ended June 30,2007


2006


2007


2006Joint Venture Partners share of income

$
8,067


$
8,895


$
15,260


$
17,297Joint Venture Partners share of development profits
    (losses)


1,323



(589
)


1,335



(589
)Held through AMB Property II, L.P.:Class B common limited partnership units


976



16



1,109



42Series D preferred units (liquidation preference of $79,767)


1,337



1,546



2,936



3,091Series E preferred units (repurchased in June 2006)






178







392Series F preferred units (repurchased in
    September 2006)






200







400Series H preferred units (repurchased in March 2006)














815Series I preferred units (repurchased in April 2007)


125



510



635



1,020Series N preferred units (repurchased in January 2006)














127Total minority interests share of income

$
11,828


$
10,756


$
21,275


$
22,595      17




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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


June 30,


December 31,


OwnershipUnconsolidated Joint Ventures

Feet


2007


2006


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


17,999,126


$
139,448


$
136,971



20
%AMB Europe Fund I, FCP-FIS(2)


6,005,508



48,686



n/a



20
%AMB Japan Fund I, L.P.(3)


4,877,468



44,905



31,811



20
%AMB DFS Fund I, LLC(4)


1,218,483



17,833



11,700



15
%AMB-SGP Mexico, LLC(5)


4,688,440



12,839



7,601



20
%Other Industrial Operating Joint Ventures


7,669,507



49,361



47,955



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


n/a



36,462



38,343



39
%Total Unconsolidated Joint Ventures


42,458,532


$
349,534


$
274,381  18




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    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, the Operating
    Partnership accounted for AMB Institutional Alliance Fund III,
    L.P. as a consolidated joint venture.(2)
    
    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
    exchange rate in effect on June 30, 2007.(3)
    
    AMB Japan Fund I, L.P. is a co-investment partnership
    formed in 2005 with institutional investors. This fund is
    Yen-denominated. U.S. dollar amounts are converted at the
    exchange rate in effect on June 30, 2007.(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)
    
    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.    For the Three Months Ended


For the Three Months EndedJune 30, 2007


June 30, 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)

$
33,324


$
3,917


$
3,924


$
18,299


$
2,815


$
2,991AMB Japan Fund I, L.P.(2)


11,448



1,510



1,510



2,673



253



253AMB Europe Fund I,
    FCP-FIS(3)


2,860



432



432











AMB-SGP Mexico, LLC(4)


5,347



(2,688
)


(2,688
)


3,073



(1,992
)


(1,992
)AMB DFS Fund I, LLC(5)






(16
)


(16
)










Total

$
52,979


$
3,155


$
3,162


$
24,045


$
1,076


$
1,252   For the Six Months Ended


For the Six Months EndedJune 30, 2007


June 30, 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)

$
62,714


$
6,829


$
6,851


$
33,952


$
4,650


$
5,086AMB Japan Fund I, L.P.(2)


22,381



3,696



3,696



5,468



384



384AMB Europe Fund I,
    FCP-FIS(3)


2,860



432



432











AMB-SGP Mexico, LLC(4)


9,654



(4,807
)


(4,807
)


6,120



(3,338
)


(3,338
)AMB DFS Fund I, LLC(5)






(55
)


(55
)










Total

$
97,609


$
6,095


$
6,117


$
45,540


$
1,696


$
2,132  19




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (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 and six months ended June 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 six months
    ended June 30, 2007.(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.         20




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               21




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Partners
    Capital          For the SixFor the Three Months

MonthsEnded June 30,

Ended June 30,Paying Entity

Security

2007

2006

2007

2006Operating Partnership

Common limited partnership units

$
0.500


$
0.460


$
1.000


$
0.920Operating Partnership

Series J preferred units(1)

$
0.011


$
0.994


$
1.005


$
1.988Operating Partnership

Series K preferred units(1)

$
0.011


$
0.994


$
1.005


$
1.988AMB Property II, L.P.

Class B common limited partnership units

$
0.500


$
0.460


$
1.000


$
0.920AMB Property II, L.P.

Series D preferred units

$
0.838


$
0.969


$
1.840


$
1.938AMB Property II, L.P.

Series E preferred units(2)


n/a


$
0.807



n/a


$
1.776AMB Property II, L.P.

Series F preferred units(3)


n/a


$
0.994



n/a


$
1.988AMB 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)

$
0.244


$
1.000


$
1.244


$
2.000AMB Property II, L.P.

Series N preferred units(6)


n/a



n/a



n/a


$
0.215  22




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    In April 2007, the Operating Partnership redeemed all of its
    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 the Operating Partnership and AMB Property
    II, L.P. repurchased all of such units from the Operating
    Partnership.        9.
    Income
    Per Unit   23




---



##### Table of Contents



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


For the Six MonthsEnded June 30,


Ended June 30,2007


2006


2007


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

$
121,695


$
58,277


$
149,089


$
78,625Preferred unit distributions


(3,970
)


(4,685
)


(9,512
)


(9,371
)Preferred unit redemption discount/issuance costs


(2,927
)


77



(2,927
)


(1,020
)Income from continuing operations before cumulative effect of
    change in accounting principle (after preferred unit
    distributions)


114,798



53,669



136,650



68,234Total discontinued operations


822



22,261



1,656



32,089Cumulative effect of change in accounting principle














193Net income available to common unitholders

$
115,620


$
75,930


$
138,306


$
100,516DenominatorBasic


103,382,918



91,702,701



100,193,117



91,302,729Stock options and restricted stock dilution(1)


2,423,606



2,818,165



2,673,315



3,231,534Diluted weighted average common units


105,806,524



94,520,866



102,866,432



94,534,263Basic income per common unitIncome from continuing operations (after preferred unit
    distributions) before cumulative effect of change in accounting
    principle

$
1.11


$
0.59


$
1.36


$
0.75Discontinued operations


0.01



0.24



0.02



0.35Cumulative effect of change in accounting principle














Net income available to common unitholders

$
1.12


$
0.83


$
1.38


$
1.10Diluted income per common unitIncome from continuing operations (after preferred unit
    distributions) before cumulative effect of change in accounting
    principle

$
1.08


$
0.56


$
1.32


$
0.72Discontinued operations


0.01



0.24



0.02



0.34Cumulative effect of change in accounting principle














Net income available to common unitholders

$
1.09


$
0.80


$
1.34


$
1.06     (1)
    
    Excludes anti-dilutive stock options of 623,347 and 437,228, for
    the three and six months ended June 30, 2007, respectively.
    Excludes anti-dilutive stock options of 704,323 and 548,195, for
    the three and six months ended June 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 it
    owns industrial properties are managed separately because the
    Operating Partnership 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 24




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  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 joint venture fund in which
    the Operating Partnership has an ownership interest in and acts
    as manager for, 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. 25




---



##### 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 June 30,


Ended June 30,


Ended June 30,Segments(1)

2007


2006


2007


2006


2007


2006U.S. MarketsSouthern California

$
27,428


$
27,840


$
21,809


$
21,962


$
336


$
No. New Jersey/New York


17,561



20,400



11,932



14,903







San Francisco Bay Area


21,077



20,980



16,617



16,439







Chicago


12,966



13,643



9,014



9,748







On-Tarmac


13,419



13,849



7,706



7,934







South Florida


11,055



10,319



7,246



6,809



4,159



176Seattle


9,106



9,768



7,131



7,683



5,161



(986
)Non-U.S. MarketsEurope


10,208



7,961



8,302



6,291



15,807



Asia


1,928



5,726



869



2,910







43,225Total markets


124,748



130,486



90,626



94,679



25,463



42,415Other Markets


35,753



38,724



26,498



29,608



3,533



3,283Straight-line rents and amortization of lease intangibles


2,235



6,154



2,235



6,154







Discontinued operations


178



(4,390
)


251



(3,056
)






Private capitalPrivate capital income


8,518



4,943















Total

$
171,432


$
175,917


$
119,610


$
127,385


$
28,996


$
45,698   26




---



##### Table of Contents



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


Property NOI(2)


Development GainsFor the Six Months


For the Six Months


For the Six MonthsEnded June 30,


Ended June 30,


Ended June 30,Segments(1)

2007


2006


2007


2006


2007


2006U.S. MarketsSouthern California

$
53,847


$
55,255


$
42,598


$
43,780


$
9,340


$
No. New Jersey/New York


35,551



40,053



24,074



28,250







San Francisco Bay Area


42,688



42,535



33,723



33,392







Chicago


26,480



27,272



18,221



19,072



2,668



On-Tarmac


26,879



27,904



14,982



15,802







South Florida


21,772



19,570



14,483



13,104



4,637



850Seattle


18,430



19,122



14,325



14,929



5,161



(986
)Non-U.S. MarketsEurope


21,950



14,493



17,662



11,523



15,807



Asia


3,346



15,599



1,519



10,848







43,225Total markets


250,943



261,803



181,587



190,700



37,613



43,089Other Markets


68,862



78,767



50,525



58,721



3,575



3,283Straight-line rents and amortization of lease intangibles


4,950



11,300



4,950



11,300







Discontinued operations


241



(9,594
)


383



(6,177
)






Private capitalPrivate capital income


14,443



10,049















Total

$
339,439


$
352,325


$
237,445


$
254,544


$
41,188


$
46,372     (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.   27




---



##### Table of Contents



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


For the Six MonthsEnded June 30,


Ended June 30,2007


2006


2007


2006Property NOI

$
119,610


$
127,385


$
237,445


$
254,544Development profits, net of taxes


28,996



45,698



41,188



46,372Private capital income


8,518



4,943



14,443



10,049Depreciation and amortization


(41,483
)


(44,500
)


(82,504
)


(87,254
)Impairment losses






(5,394
)


(257
)


(5,394
)General and administrative


(30,260
)


(25,142
)


(60,114
)


(48,190
)Other expenses


(1,139
)


296



(2,051
)


(241
)Fund costs


(277
)


(479
)


(518
)


(1,093
)Equity in earnings of unconsolidated joint ventures


1,748



8,278



3,861



10,366Other income


6,472



2,258



11,979



5,765Gains from sale or contribution of real estate interests


74,707







74,843



Interest, including amortization


(33,369
)


(44,310
)


(67,951
)


(83,704
)Total minority interests share of income


(11,828
)


(10,756
)


(21,275
)


(22,595
)Total discontinued operations


822



22,261



1,656



32,089Cumulative effect of change in accounting principle














193Net income

$
122,517


$
80,538


$
150,745


$
110,907  28




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Total Assets as ofJune 30, 2007


December 31, 2006U.S. MarketsSouthern California

$
911,325


$
895,610No. New Jersey/New York


623,024



607,727San Francisco Bay Area


739,570



703,660Chicago


440,369



446,662On-Tarmac


204,784



210,798South Florida


347,772



371,603Seattle


377,861



380,459Non-U.S.
    MarktesEurope


313,261



723,326Asia


556,561



434,706Total marktes


4,514,527



4,774,551Other Markets


1,619,374



1,430,308Investments in unconsolidated joint ventures


349,534



274,381Non-segment assets


275,829



234,272Total assets

$
6,759,264


$
6,713,512   11.
    Commitments
    and Contingencies  Commitments
  Lease Commitments.
  Standby Letters of Credit.
  Guarantees and Contribution Obligations.
     29




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Performance and Surety Bonds.
  Promoted Interests and Other Contractual
    Obligations.
  Contingencies
  Litigation.
  Environmental Matters.
  General Uninsured Losses.
 30




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Captive Insurance Company.
  12.
    Subsequent
    Events     31




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##### Table of Contents



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

Description10
.1

Amended and Restated 2002 Stock Option and Incentive Plan of AMB
    Property Corporation and AMB Property, L.P. (incorporated by
    reference to Exhibit 10.1 of AMB Property, L.P.s
    Current Report on
    Form 8-K
    filed on May 15, 2007).31
.1

Rule 13a-14(a)/15d-14(a) Certifications
    dated August 9, 2007 (filed with AMB Property, L.P.s
    Quarterly Report on
    Form 10-Q
    on August 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 August 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 August 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.  32




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##### Table of Contents



SIGNATURES
     By:
    AMB Property Corporation, its general partner
  By:
    /s/  Hamid
    R. Moghadam   Chairman of the Board and
 Chief Executive Officer
 (Duly Authorized Officer and
 Principal Executive Officer)
  By:
    /s/  Thomas
    S. Olinger   Chief Financial Officer
 (Duly Authorized Officer and
 Principal Financial Officer)
  By:
    /s/  Nina
    A. Tran   Senior Vice President and
 Chief Accounting Officer
 (Duly Authorized Officer and
 Principal Accounting Officer)
   33