##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 30, 2008ORo

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
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   Rule 12b-2 o þ




---



##### 



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


Financial Statements (unaudited)Consolidated Balance Sheets as of June 30,
    2008 and December 31, 2007


1Consolidated Statements of Operations for the
    Three and Six Months Ended June 30, 2008 and 2007


2Consolidated Statement of Partners Capital
    for the Six Months Ended June 30, 2008


3Consolidated Statements of Cash Flows for the Six
    Months Ended June 30, 2008 and 2007


4Notes to Consolidated Financial Statements


5Item 2.


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


29Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


65Item 4.


Controls and Procedures


66PART II. OTHER INFORMATIONItem 1.


Legal Proceedings


68Item 1A.


Risk Factors


68Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


68Item 3.


Defaults Upon Senior Securities


68Item 4.


Submission of Matters to a Vote of Security
    Holders


68Item 5.


Other Information


68Item 6.


Exhibits


69EXHIBIT 31.1EXHIBIT 32.1




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##### Table of Contents



PART I  Item 1.
    Financial
    Statements  AMB
    PROPERTY, L.P.
  CONSOLIDATED
    BALANCE SHEETS
 As of
    June 30, 2008 and December 31, 2007
  June 30,


December 31,2008


2007(Unaudited, dollars in thousands)ASSETSInvestments in real estate:Land

$
1,083,098


$
1,276,621Buildings and improvements


3,302,869



3,777,210Construction in progress


1,715,612



1,655,714Total investments in properties


6,101,579



6,709,545Accumulated depreciation and amortization


(894,230
)


(916,686
)Net investments in properties


5,207,349



5,792,859Investments in unconsolidated ventures


373,202



356,194Properties held for contribution, net


1,442,708



488,339Properties held for divestiture, net


85,040



40,513Net investments in real estate


7,108,299



6,677,905Cash and cash equivalents


339,755



220,224Restricted cash


38,771



30,192Accounts receivable, net of allowance for doubtful accounts of
    $11,095 and $7,378, respectively


209,926



184,270Deferred financing costs, net


23,750



23,313Other assets


206,291



126,499Total assets

$
7,926,792


$
7,262,403LIABILITIES AND PARTNERS CAPITALDebt:Secured debt

$
1,481,422


$
1,471,087Unsecured senior debt


1,153,270



1,003,123Unsecured credit facilities


916,485



876,105Other debt


568,498



144,529Total debt


4,119,675



3,494,844Security deposits


57,080



40,842Distributions payable


56,309



54,907Accounts payable and other liabilities


270,651



210,447Total liabilities


4,503,715



3,801,040Commitments and contingencies (Note 11)Minority interests:Joint venture partners


532,173



517,572Preferred unitholders


109,503



109,805Total minority interests


641,676



627,377Partners capital:General partner, 97,769,261 and 98,981,097 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


2,712,595



2,763,952Limited partners, 2,711,415 and 2,733,894 units,
    respectively


68,806



70,034Total partners capital


2,781,401



2,833,986Total liabilities and partners capital

$
7,926,792


$
7,262,403    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, 2008 and
    2007
  For the Three Months


For the Six MonthsEnded June 30,


Ended June 30,2008


2007


2008


2007(Unaudited, dollars in thousands, except share and per share
    amounts)REVENUESRental revenues

$
167,886


$
158,883


$
334,430


$
316,947Private capital revenues


41,413



8,518



51,336



14,443Total revenues


209,299



167,401



385,766



331,390COSTS AND EXPENSESProperty operating expenses


(25,719
)


(24,013
)


(50,983
)


(48,993
)Real estate taxes


(22,389
)


(18,555
)


(43,225
)


(37,128
)Depreciation and amortization


(40,841
)


(40,173
)


(82,462
)


(80,564
)General and administrative


(33,794
)


(30,260
)


(68,947
)


(60,114
)Fund costs


(384
)


(277
)


(606
)


(518
)Impairment losses














(257
)Other expenses


(1,422
)


(1,139
)


(1,330
)


(2,051
)Total costs and expenses


(124,549
)


(114,417
)


(247,553
)


(229,625
)OTHER INCOME AND EXPENSESDevelopment profits, net of taxes


30,402



28,996



48,222



41,188Gains from sale or contribution of real estate interests, net






74,707



19,967



74,843Equity in earnings of unconsolidated co-joint ventures, net


6,059



1,748



8,987



3,861Other income


1,909



6,472



6,345



11,979Interest expense, including amortization


(36,555
)


(33,151
)


(67,514
)


(67,490
)Total other income and expenses, net


1,815



78,772



16,007



64,381Income before minority interests, discontinued operations


86,565



131,756



154,220



166,146Minority interests share of income:Joint venture partners share of income before discontinued
    operations


(6,103
)


(7,912
)


(25,047
)


(14,904
)Joint venture partners share of development (profits)


(196
)


(1,323
)


(4,409
)


(1,335
)Preferred unitholders


(2,293
)


(2,438
)


(4,035
)


(4,680
)Total minority interests share of income


(8,592
)


(11,673
)


(33,491
)


(20,919
)Income from continuing operations


77,973



120,083



120,729



145,227Discontinued operations:Income attributable to discontinued operations, net of minority
    interests


309



2,119



283



5,159Gains from dispositions of real estate, net of minority interests


835



315



2,292



359Total discontinued operations


1,144



2,434



2,575



5,518Net income


79,117



122,517



123,304



150,745Series L, M, O and P preferred unit distributions


(3,952
)


(3,952
)


(7,904
)


(7,904
)Series J and K preferred unit distributions






(18
)






(1,608
)Net income available to common unitholders

$
75,165


$
118,547


$
115,400


$
141,233Income available to common unitholders attributable to:General partner

$
73,067


$
111,390


$
112,047


$
133,120Limited partners


2,098



7,157



3,353



8,113Net income available to common unitholders

$
75,165


$
118,547


$
115,400


$
141,233Basic income per common unitIncome from continuing operations (after preferred unit
    distributions and preferred unit redemption discount /issuance
    costs)

$
0.73


$
1.13


$
1.11


$
1.35Discontinued operations


0.01



0.02



0.03



0.06Net income available to common unitholders

$
0.74


$
1.15


$
1.14


$
1.41Diluted income per common unitIncome from continuing operations (after preferred unit
    distributions and preferred unit redemption discount/issuance
    costs)

$
0.72


$
1.10


$
1.09


$
1.32Discontinued operations


0.01



0.02



0.02



0.05Net income available to common unitholders

$
0.73


$
1.12


$
1.11


$
1.37WEIGHTED AVERAGE COMMON UNITS OUTSTANDINGBasic


101,055,221



103,382,918



101,407,966



100,193,117Diluted


103,404,533



105,806,524



103,640,613



102,866,432    2




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##### Table of Contents



AMB
    PROPERTY, L.P.
  CONSOLIDATED
    STATEMENT OF PARTNERS CAPITAL
 For the
    Six Months Ended June 30, 2008
  General Partner


Limited PartnersPreferred Units


Common Units


Common UnitsUnits


Amount


Units


Amount


Units


Amount


Total(Unaudited, in thousands, except unit amounts)Balance as of December 31, 2007


9,300,000


$
223,412



98,981,097


$
2,540,540



2,733,894


$
70,034


$
2,833,986Comprehensive income:Net income






7,904







112,047







3,353Unrealized gain on securities and derivatives














572







Currency translation adjustment














19,000







Total comprehensive income


























142,876Stock-based compensation amortization and issuance of common
    limited partnership units in connection with the issuance of
    restricted stock and options










432,624



11,623











11,623Issuance of common limited partnership units in connection with
    the exercise of stock options










97,339



3,484











3,484Conversion of operating partnership units to common stock










22,479



1,191



(22,479
)


(450
)


741Forfeiture of common limited partnership units in connection
    with the forfeiture of restricted stock














(1,450
)










(1,450
)Repurchase of common units










(1,764,278
)


(87,696
)










(87,696
)Offering costs














(10
)










(10
)Reallocation of interests














(8,449
)






1



(8,448
)Distributions






(7,904
)






(101,669
)






(4,132
)


(113,705
)Balance as of June 30, 2008


9,300,000


$
223,412



97,769,261


$
2,489,183



2,711,415


$
68,806


$
2,781,401    3




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##### Table of Contents



AMB
    PROPERTY, L.P.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 For the
    Six Months Ended June 30, 2008 and 2007
  2008


2007(Unaudited, dollars in thousands)CASH FLOWS FROM OPERATING ACTIVITIESNet income

$
123,304


$
150,745Adjustments to net income:Straight-line rents and amortization of lease intangibles


(6,040
)


(4,950
)Depreciation and amortization


82,462



80,564Impairment losses






257Exchange losses


(591
)


2,883Stock-based compensation amortization


11,623



9,403Equity in earnings of unconsolidated joint ventures


(8,987
)


(3,861
)Operating distributions received from unconsolidated joint
    ventures


14,159



7,409Gains from sale or contribution of real estate interests, net


(19,967
)


(74,843
)Development profits, net of taxes


(48,222
)


(41,188
)Debt premiums, discounts and finance cost amortization, net


4,378



958Total minority interests share of net income


33,491



20,919Discontinued operations:Depreciation and amortization


103



1,948Joint venture partners share of net income (loss)


385



293Gains from dispositions of real estate, net of minority interests


(2,292
)


(359
)Changes in assets and liabilities:Accounts receivable and other assets


(40,884
)


(29,194
)Accounts payable and other liabilities


(15,326
)


10,596Net cash provided by operating activities


127,596



131,580CASH FLOWS FROM INVESTING ACTIVITIESChange in restricted cash


(9,205
)


(5,979
)Cash paid for property acquisitions


(148,173
)


(32,948
)Additions to land, buildings, development costs, building
    improvements and lease costs


(539,608
)


(537,709
)Net proceeds from divestiture of real estate and securities


327,516



402,614Additions to interests in unconsolidated joint ventures


(33,483
)


(47,512
)Capital distributions received from unconsolidated joint ventures


12,622



218Repayment of mortgage and loan receivables


77,504



1,589Cash transferred to unconsolidated joint ventures






(32,465
)Loans made to affiliates


(73,480
)


Purchase of equity interests, net


(10,678
)


Net cash used in investing activities


(396,985
)


(252,192
)CASH FLOWS FROM FINANCING ACTIVITIESIssuance of common units, net


3,484



493,992Repurchase and retirement of common units


(87,696
)


Borrowings on secured debt


209,591



509,033Payments on secured debt


(156,598
)


(237,541
)Borrowings on other debt


525,000



15,956Payments on other debt


(101,842
)


(19,347
)Borrowings on unsecured credit facilities


967,750



709,176Payments on unsecured credit facilities


(972,420
)


(986,558
)Payment of financing fees


(7,596
)


(10,956
)Net proceeds from issuances of senior debt


325,000



24,889Payments on senior debt


(175,000
)


(70,000
)Issuance costs on preferred units






(562
)Repurchase of preferred units






(102,735
)Contributions from joint venture partners


6,955



30,335Distributions paid to partners


(108,172
)


(101,845
)Distributions to minority interests, including preferred units


(43,931
)


(76,574
)Net cash provided by financing activities


384,525



177,263Net effect of exchange rate changes on cash


4,395



(7,446
)Net increase in cash and cash equivalents


119,531



49,205Cash and cash equivalents at beginning of period


220,224



174,763Cash and cash equivalents at end of period

$
339,755


$
223,968SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid for interest, net of capitalized interest

$
70,340


$
64,900Non-cash transactions:Acquisition of properties

$
155,045


$
35,050Assumption of other assets and liabilities


(970
)


388Acquisition capital


(5,902
)


(590
)Minority interest contribution, including units issued






(1,900
)Net cash paid for property acquisitions

$
148,173


$
34,848Contribution of properties to unconsolidated co-investment
    ventures, net

$
5,546


$
60,027Purchase 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
  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 co-investment
    ventures, the Operating Partnership owned or partially owned
    approximately 125.9 million square feet (principally
    warehouse distribution buildings) that were 95.2% leased;
    on an owned and managed basis, which includes investments held
    on a consolidated basis or through unconsolidated co-investment
    ventures, the Operating Partnership had investments in 55
    development projects, which are expected to total approximately
    17.3 million square feet upon completion;
    on an owned and managed basis, which includes investments held
    on a consolidated basis or through unconsolidated joint
    ventures, the Operating Partnership owned 12 development
    projects, totaling approximately 4.9 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 0.1 million
    square feet through a ground lease, which is the location of the
    Operating Partnerships global headquarters.  2.
    Interim
    Financial Statements    Form 10-K Form 10-Q
    Reclassifications.
  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)
    Comprehensive Income.
  International Operations.
    Goodwill and Intangible Assets. Goodwill and Other
    Intangible Assets,
  New Accounting Pronouncements. Fair Value
    Measurements,
 7




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Level 1.
  Level 2.
  Level 3.
  Fair Value Measurements on a Recurring Basis as of
    June 30, 2008Level 1


Level 2Assets/Liabilities


Assets/Liabilitiesat Fair Value


at Fair Value


TotalAssets:Deferred compensation plan

$
20,366


$



$
20,366Derivative assets






4



4Investment securities


11,069







11,069Liabilities:Derivative liabilities






2,104



2,104Deferred compensation plan


20,366







20,366     The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an Amendment of FASB Statement
    No. 115,
  Business Combinations
 8




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Noncontrolling Interests in Consolidated Financial
    Statements  An Amendment of ARB No. 51,
  Disclosures about Derivative Instruments and Hedging
    Activities  An Amendment of FASB Statement
    No. 133,
  3.
    Development
    Activity    4.
    Development
    Profits, Gains from Dispositions of Real Estate Interests and
    Discontinued Operations    For the Three


For the SixMonths Ended


Months EndedJune 30,


June 30,2008


2007


2008


2007Number of completed development projects


2



3



3



5Square feet


19,573



180,104



59,932



325,907Gross sales price

$
4,219


$
20,915


$
12,996


$
45,613Development gains, net of taxes

$
1,253


$
2,970


$
2,268


$
6,273  9




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##### Table of Contents



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


For the SixMonths Ended


Months EndedJune 30,


June 30,2008


2007


2008


2007Total number of contributed development assets


4



6



7



10Total square feet


1,896,518



1,155,974



3,010,596



1,671,488Development gains, net of taxes

$
29,149


$
26,026


$
45,954


$
34,915   Gains from Sale or Contribution of Real Estate
    Interests.
  Discontinued Operations. Accounting for the Impairment or
    Disposal of Long-Lived Assets
  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 Three


For the SixMonths Ended


Months EndedJune 30,


June 30,2008


2007


2008


2007Rental revenues

$
586


$
3,849


$
1,381


$
7,840Straight-line rents and amortization of lease intangibles


7



4



(192
)


(32
)Property operating expenses


(161
)


(436
)


(314
)


(863
)Real estate taxes


(103
)


(373
)


(189
)


(709
)Depreciation and amortization


(51
)


(1,314
)


(103
)


(1,948
)Other income and expenses, net


(1
)






35



2Interest, including amortization


29



546



50



1,162Joint venture partners share of loss (income)


3



(157
)


(385
)


(293
)Income attributable to discontinued operations

$
309


$
2,119


$
283


$
5,159     June 30,

December 31,2008

2007Other assets

$
567


$
857Accounts payable and other liabilities

$
4,563


$
8,700   5.
    Debt    June 30,


December 31,2008


2007Wholly-owned secured debt, varying interest rates from 1.1% to
    8.6%, due December 2008 to January 2017 (weighted average
    interest rate of 3.4% and 4.0% at June 30, 2008 and
    December 31, 2007, respectively)

$
343,079


$
351,032Consolidated joint venture secured debt, varying interest rates
    from 3.3% to 10.4%, due July 2008 (extended to July
    2009) to February 2024 (weighted average interest rates of
    5.9% and 6.1% at June 30, 2008 and December 31, 2007,
    respectively)


1,134,833



1,115,841Unsecured senior debt securities, varying interest rates from
    3.5% to 8.0%, due March 2009 to June 2018 (weighted average
    interest rates of 6.0% and 6.1% at June 30, 2008 and
    December 31, 2007, respectively)


1,162,491



1,012,491Other debt, varying interest rates from 3.4% to 7.5%, due
    September 2008 to November 2015 (weighted average interest rates
    of 3.9% and 6.0% at June 30, 2008 and December 31,
    2007, respectively)


568,498



144,529Unsecured credit facilities, variable interest rate, due June
    2010 and June 2011 (weighted average interest rates of 2.6% and
    3.4% at June 30, 2008 and December 31, 2007,
    respectively)


916,485



876,105Total debt before unamortized net discounts


4,125,386



3,499,998Unamortized net discounts


(5,711
)


(5,154
)Total consolidated debt

$
4,119,675


$
3,494,844  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)
       13




---



##### Table of Contents



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


Joint


UnsecuredPartnership


Venture


Senior


UnsecuredSecured


Secured


Debt


Credit


OtherDebt


Debt


Securities


Facilities


Debt


Total2008

$
94,097


$
47,375


$



$



$
112,377


$
253,8492009


123,718



133,848



100,000







325,873



683,4392010


65,905



114,064



250,000



516,530



941



947,4402011


115



204,806



75,000



399,955



1,014



680,8902012


4,463



459,496











61,093



525,0522013


4,248



59,448



500,000







65,920



629,6162014


4,380



4,102











616



9,0982015


4,516



18,806



112,491







664



136,4772016


4,657



54,795















59,4522017


36,980



1,973















38,953Thereafter






36,120



125,000











161,120Subtotal


343,079



1,134,833



1,162,491



916,485



568,498



4,125,386Unamortized net premiums/(discounts)


819



2,691



(9,221
)










(5,711
)Total consolidated debt

$
343,898


$
1,137,524


$
1,153,270


$
916,485


$
568,498


$
4,119,675   6.
    Minority
    Interests  Consolidation of Variable Interest Entities  An
    Interpretation of ARB No. 51
  Consolidation of Variable
    Interest Entities  An Interpretation of ARB
    No. 51 No. 04-5 (EITF 04-5), Determining Whether a General Partner, or the General
    Partners as a Group, Controls a Limited Partnership or Similar
    Entity When the Limited Partners Have Certain Rights SOP 78-9, Accounting for Investments in Real Estate Ventures. EITF 04-5,
 14




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##### Table of Contents



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


Total InvestmentPartnerships


in Real Estate


Property Debt


Other DebtOwnership


June 30,


December 31,


June 30,


December 31,


June 30,


December 31,Joint Ventures

Co-investment Venture Partner

Percentage


2008


2007


2008


2007


2008


2007Co-investment Joint Ventures AMB/Erie, L.P.(1)

Erie Insurance Company and affiliates


50
%

$



$
53,745


$



$
20,026


$



$
AMB Partners II, L.P.

City and County of San Francisco Employees Retirement
    System


20
%


713,800



694,490



317,015



319,956



65,000



65,000AMB-SGP, L.P.

Industrial JV Pte. Ltd.(3)


50
%


459,003



454,794



344,281



346,638







AMB Institutional Alliance Fund II, L.P.

AMB Institutional Alliance REIT II, Inc.(4)


20
%


535,700



529,148



235,618



238,284



60,000



60,000AMB-AMS,
    L.P.(2)

PMT, SPW and TNO(5)


39
%


156,927



156,468



84,179



83,151







Other Industrial Operating Ventures




92
%


262,157



209,554



64,410



28,570







Other Industrial Development Ventures




82
%


367,871



410,847



92,021



82,403







Total







$
2,495,458


$
2,509,046


$
1,137,524


$
1,119,028


$
125,000


$
125,000     (1)
    
    In March 2008, the Operating Partnership and Erie Insurance
    Company and its affiliates sold their interests in AMB/Erie,
    L.P., including its final real estate asset to AMB Institutional
    Alliance Fund III, L.P. for a gain of $20.0 million.(2)
    
    AMB-AMS,
    L.P. is a co-investment partnership with three Dutch pension
    funds.(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, 2008.(5)
    
    PMT is Stichting Pensioenfonds Metaal en Techniek, SPW is
    Stichting Pensioenfonds voor de Woningcorporaties and TNO is
    Stichting Pensioenfonds TNO. 15




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##### Table of Contents



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


December 31,


Redemption/Callable2008


2007


DateJoint venture partners

$
532,173


$
517,572



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


31,942



32,244



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


77,561



77,561



February 2012Total minority interests

$
641,676


$
627,377     For the Three Months


For the Six MonthsEnded June 30,


Ended June 30,2008


2007


2008


2007Joint venture partners

$
6,103


$
7,912


$
25,047


$
14,904Joint venture partners share of development profits


196



1,323



4,409



1,335Held through AMB Property II, L.P.:Class B common limited partnership units


861



976



1,171



1,109Series D preferred units (liquidation preference of $79,767)


1,432



1,337



2,864



2,936Series I preferred units (liquidation preference of $25,500)






125







635Total minority interests share of net income

$
8,592


$
11,673


$
33,491


$
20,919    16




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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


2008(6)


2007(6)


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


24,619,330


$
125,038


$
135,710



17
%AMB Europe Fund I, FCP-FIS(2)


9,174,372



78,741



49,893



21
%AMB Japan Fund I, L.P.(3)


5,933,371



62,625



54,733



20
%AMB-SGP Mexico, LLC(4)


5,850,919



14,266



12,557



20
%AMB DFS Fund I, LLC(5)


1,323,229



21,615



22,004



15
%Other Industrial Operating Ventures(7)


7,418,749



46,370



48,555



55
%Total Unconsolidated Joint Ventures


54,319,970


$
348,655


$
323,452     (1)
    
    AMB Institutional Alliance Fund III, L.P. is an open-ended
    co-investment partnership formed in 2004 with institutional
    investors, which invest through a private real estate investment
    trust.(2)
    
    AMB Europe Fund I, FCP-FIS, is an open-ended co-investment
    venture formed in 2007 with institutional investors. The fund is
    Euro-denominated. U.S. dollar amounts are converted at
    period-end exchange rates for balance sheet amounts and at the
    average exchange rates in effect for income statement amounts
    during the six months ended June 30, 2008 and 2007.(3)
    
    AMB Japan Fund I, L.P. is a co-investment partnership
    formed in 2005 with institutional investors. The fund is
    Yen-denominated. U.S. dollar amounts are converted at period-end
    exchange rates for balance sheet amounts and at the average
    exchange rates in effect for income statement amounts during the
    six months ended June 30, 2008 and 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.(6)
    
    As a result of its increased ownership in G. Accion, the
    Operating Partnership began consolidating its interest in G.
    Accion effective June 13, 2008. As of June 30, 2008
    and December 31, 2007, the Operating Partnership had an
    approximate 58% consolidated interest and 39% unconsolidated
    equity interest, respectively, in G. Accion, a Mexican real
    estate company which holds equity method investments. G. Accion
    provides management and development services for industrial,
    retail and residential properties in Mexico. Through its
    investment in G. Accion, the Operating Partnership holds an
    equity interest in various other unconsolidated ventures
    totaling approximately $24.5 million and $32.7 million
    as of June 30, 2008 and December 31, 2007,
    respectively.(7)
    
    Other industrial joint ventures includes joint ventures between
    the Operating Partnership and third parties which generally have
    been formed to take advantage of a particular market opportunity
    that can be accessed as a result of the joint venture
    partners experience in the market. The Operating
    Partnership typically owns
    50-90% of
    these joint ventures. 17




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##### Table of Contents



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


For the Three Months EndedJune 30, 2008


June 30, 2007Income (Loss)











Income (Loss)Property


from


Net





Property


from


NetOperating


Continuing


Income





Operating


Continuing


IncomeUnconsolidated Joint Ventures:

Revenues


Expenses


Operations


(Loss)


Revenues


Expenses


Operations


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

$
47,061


$
(12,035
)

$
2,649


$
2,649


$
33,324


$
(8,347
)

$
3,917


$
3,924AMB Europe Fund I, FCP-FIS(2)


26,778



(4,249
)


2,950



2,950



2,860



(718
)


432



432AMB Japan Fund I, L.P.(3)


17,732



(4,098
)


1,089



1,089



11,448



(2,416
)


1,510



1,510AMB-SGP Mexico, LLC(4)


7,166



(959
)


(2,720
)


(2,720
)


5,347



(792
)


(2,688
)


(2,688
)AMB DFS Fund I, LLC(5)


104



(4
)


452



452











(16
)


(16
)Total Unconsolidated Operating Co-investment Ventures


98,841



(21,345
)


4,420



4,420



52,979



(12,273
)


3,155



3,162Other Unconsolidated Industrial Operating Joint Ventures


9,755



(2,256
)


3,763



3,763



9,847



(2,671
)


3,236



3,236Total

$
108,596


$
(23,601
)

$
8,183


$
8,183


$
62,826


$
(14,944
)

$
6,391


$
6,398   For the Six Months Ended


For the Six Months EndedJune 30, 2008


June 30, 2007Income (Loss)











Income (Loss)Property


from


Net





Property


from


NetOperating


Continuing


Income





Operating


Continuing


IncomeUnconsolidated Joint Ventures:

Revenues


Expenses


Operations


(Loss)


Revenues


Expenses


Operations


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

$
91,143


$
(23,688
)

$
6,235


$
6,235


$
62,714


$
(16,055
)

$
6,829


$
6,851AMB Europe Fund I, FCP-FIS(2)


48,565



(8,378
)


1,538



1,538



2,860



(718
)


432



432AMB Japan Fund I, L.P.(3)


35,165



(7,481
)


3,210



3,210



22,381



(4,761
)


3,696



3,696AMB-SGP Mexico, LLC(4)


14,514



(2,284
)


(3,874
)


(3,874
)


9,654



(1,498
)


(4,807
)


(4,807
)AMB DFS Fund I, LLC(5)


104



(13
)


7,274



7,274











(55
)


(55
)Total Unconsolidated Operating Co-investment Ventures


189,490



(41,844
)


14,383



14,383



97,609



(23,032
)


6,095



6,117Other Unconsolidated Industrial Operating Joint Ventures


19,288



(4,262
)


7,203



7,203



19,332



(4,666
)


6,490



6,490Total

$
208,778


$
(46,106
)

$
21,586


$
21,586


$
116,941


$
(27,698
)

$
12,585


$
12,607     (1)
    
    AMB Institutional Alliance Fund III, L.P. is an open-ended
    co-investment partnership formed in 2004 with institutional
    investors, which invest through a private real estate investment
    trust.(2)
    
    AMB Europe Fund I, FCP-FIS, is an open-ended co-investment
    venture formed in 2007 with institutional investors. The fund is
    Euro-denominated. U.S. dollar amounts are converted at
    period-end exchange rates for balance sheet amounts and at the
    average exchange rates in effect for income statement amounts
    during the six months ended June 30, 2008 and 2007. Amounts
    for the three and six months ended June 30, 2007, represent
    the period from inception (June 12, 2007) through
    June 30, 2007.(3)
    
    AMB Japan Fund I, L.P. is a co-investment partnership
    formed in 2005 with institutional investors. The fund is
    Yen-denominated. U.S. dollar amounts are converted at period-end
    exchange rates for balance sheet amounts and at the average
    exchange rates in effect for income statement amounts during the
    six months ended June 30, 2008 and 2007. 18




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (4)
    
    AMB-SGP Mexico, LLC, is a co-investment partnership formed in
    2004 with Industrial (Mexico) JV Pte. Ltd., a subsidiary of GIC
    Real Estate Pte. Ltd, the real estate investment subsidiary of
    the Government of Singapore Investment Corporation.(5)
    
    AMB DFS Fund I, LLC is a co-investment partnership formed
    in 2006 with a subsidiary of GE Real Estate to build and sell
    properties.  co-investment
       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)
  8.
    Partners
    Capital    1 2 3 4
    For the Three Months Ended


For the SixJune 30,


Months Ended June 30,Paying Entity

Security

2008


2007


2008


2007Operating Partnership

Common limited partnership units

$
0.520


$
0.500


$
1.040


$
1.000Operating Partnership

Series J preferred units


n/a


$
0.011



n/a


$
1.005Operating Partnership

Series K preferred units


n/a


$
0.011



n/a


$
1.005AMB Property II, L.P.

Class B common limited partnership units

$
0.520


$
0.500


$
1.040


$
1.000AMB Property II, L.P.

Series D preferred units

$
0.898


$
0.838


$
1.795


$
1.840AMB Property II, L.P.

Series I preferred units


n/a


$
0.244



n/a


$
1.244      21




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      For the Six Months Ended June 30, 2008Dividend

Expected

Risk-free

Expected

FairYield

Volatility

Interest Rate

Life (Years)

Value3.6% - 4.1%

25.5% - 31.0%

2.6% - 3.5%

4.75 - 7.50

$7.91 - $14.37     9.
    Income
    Per Unit    For the Three Months


For the Six MonthsEnded June 30,


Ended June 30,2008


2007


2008


2007NumeratorIncome from continuing operations

$
77,973


$
120,083


$
120,729


$
145,227Preferred unit distributions


(3,952
)


(3,970
)


(7,904
)


(9,512
)Income from continuing operations (after preferred unit
    distributions)


74,021



116,113



112,825



135,715Total discontinued operations


1,144



2,434



2,575



5,518Net income available to common unitholders

$
75,165


$
118,547


$
115,400


$
141,233DenominatorBasic


101,055,221



103,382,918



101,407,966



100,193,117Stock options and restricted stock dilution(1)


2,349,312



2,423,606



2,232,647



2,673,315Diluted weighted average common units


103,404,533



105,806,524



103,640,613



102,866,432 22




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##### 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 30,2008


2007


2008


2007Basic income per common unitIncome from continuing operations (after preferred unit
    distributions)

$
0.73


$
1.13


$
1.11


$
1.35Discontinued operations


0.01



0.02



0.03



0.06Net income available to common unitholders

$
0.74


$
1.15


$
1.14


$
1.41Diluted income per common unitIncome from continuing operations (after preferred unit
    distributions)

$
0.72


$
1.10


$
1.09


$
1.32Discontinued operations


0.01



0.02



0.02



0.05Net income available to common unitholders

$
0.73


$
1.12


$
1.11


$
1.37     (1)
    
    Excludes anti-dilutive stock options of 1,174,981 and 1,489,631,
    for the three and six months ended June 30, 2008,
    respectively. Excludes anti-dilutive stock options of 623,347
    and 437,228, for the three and six months ended June 30,
    2007, respectively. These weighted average units relate to
    anti-dilutive stock options, which are calculated using the
    treasury stock method, and could be dilutive in the future.  10.
    Segment
    Information    
    Real Estate Operations.  The Operating
    Partnership operates industrial properties and manages its
    business by geographic markets. Such industrial properties
    typically comprise multiple distribution warehouse facilities
    suitable for single or multiple customers who are engaged in
    various types of businesses. The geographic markets where the
    Operating Partnership owns industrial properties are managed
    separately because it believes each market has its own economic
    characteristics and requires its own operating, pricing and
    leasing strategies. Each market is considered to be an
    individual operating segment. The accounting policies of the
    segments are the same as those described in the summary of
    significant accounting policies. The Operating Partnership
    evaluates performance based upon property net operating income
    of the combined properties in each segment, which are listed
    below. In addition, the Operating Partnerships development
    business is included under real estate operations. It primarily
    consists of the Operating Partnerships development of real
    estate properties that are subsequently contributed to a
    co-investment venture fund in which the Operating Partnership
    has an ownership interest and for which the Operating
    Partnership acts as manager, or that are sold to third parties.
    The Operating Partnership evaluates performance of the
    development business by reported operating segment based upon
    gains generated from the disposition
    and/or
    contribution of real estate. The assets of the development
    business generally include properties under development and land
    held for development. During the period between the completion
    of development of a property and the date the property is
    contributed to an unconsolidated co-investment venture or sold
    to a third party, the property and its associated rental income
    and property operating costs are included in the real estate
    operations segment because the primary activity associated with
    the property during that period is leasing. Upon contribution or
    sale, the resulting gain or loss is included as gains from sale
    or contribution of real estate interests or development profits,
    as appropriate. 23




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Private Capital.  The Operating Partnership,
    through its private capital group, AMB Capital Partners, LLC
    (AMB Capital Partners), provides real estate
    investment, portfolio management and reporting services to
    co-investment ventures and clients. The private capital income
    earned consists of acquisition and development fees, asset
    management fees and priority distributions, and promoted
    interests and incentive distributions from the Operating
    Partnerships co-investment ventures and AMB Capital
    Partners clients. With respect to the Operating
    Partnerships U.S. and Mexico funds and co-investment
    ventures, the Operating Partnership typically earns a
    90.0 basis points acquisition fee on the acquisition cost
    of third party acquisitions, asset management priority
    distributions of 7.5% of net operating income on stabilized
    properties, 70.0 basis points of total projected costs as
    asset management fees on renovation or development properties,
    and incentive distributions of 15% of the return over a 9%
    internal rate of return and 20% of the return over a 12%
    internal rate of return to investors on a periodic basis or at
    the end of a funds life. In Japan, the Operating
    Partnership earns a 90.0 basis points acquisition fee on
    the acquisition cost of third party acquisitions, asset
    management priority distributions of 1.5% of 65% of the
    committed equity during the investment period and then 1.5% of
    unreturned equity, and incentive distributions of 20% of the
    return over a 10% internal rate of return and 25% of the return
    over a 13% internal rate of return to investors at the end of a
    funds life. In Europe, the Operating Partnership earns a
    90.0 basis points acquisition fee on the acquisition cost
    of third party acquisitions, asset management fees of
    75.0 basis points on the gross asset value of the fund, and
    incentive distributions of 20% of the return over a 9% internal
    rate of return and 25% of the return over a 12% internal rate of
    return to investors on a periodic basis. The accounting policies
    of the segment are the same as those described in the summary of
    significant accounting policies under Note 2, Notes to the
    Consolidated Financial Statements in the Operating
    Partnerships Annual Report on
    Form 10-K
    for the year ended December 31, 2007. The Operating
    Partnership evaluates performance based upon private capital
    income.    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)

2008


2007


2008


2007


2008


2007U.S. MarketsSouthern California

$
27,398


$
27,428


$
21,466


$
21,809


$
507


$
336No. New Jersey/New York


16,997



17,561



11,930



11,932







San Francisco Bay Area


21,502



21,077



15,642



16,617







Chicago


13,776



12,966



8,890



9,014



70



On-Tarmac


13,197



13,419



7,282



7,706







South Florida


9,993



11,055



6,624



7,246



6,213



4,159Seattle


9,772



9,106



7,829



7,131







5,161Non-U.S. MarketsEurope


1,541



10,074



1,265



8,584







15,807Japan


8,058



84



6,003



(127
)


13,135



Other Markets


43,537



37,731



30,468



27,212



10,477



3,533Total markets


165,771



160,501



117,399



117,124



30,402



28,996Straight-line rents and amortization of lease intangibles


2,708



2,235



2,708



2,235







Discontinued operations


(593
)


(3,853
)


(329
)


(3,044
)






Private capital income


41,413



8,518















Total

$
209,299


$
167,401


$
119,778


$
116,315


$
30,402


$
28,996  24




---



##### 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)

2008


2007


2008


2007


2008


2007U.S. MarketsSouthern California

$
54,870


$
53,847


$
43,251


$
42,598


$
1,107


$
9,340No. New Jersey/New York


35,881



35,551



25,328



24,074







San Francisco Bay Area


43,160



42,688



31,768



33,723







Chicago


28,944



26,480



18,604



18,221



2,964



2,668On-Tarmac


26,352



26,879



14,663



14,982







South Florida


20,233



21,772



13,742



14,483



7,038



4,422Seattle


19,893



18,430



15,987



14,325



7,236



5,161Non-U.S. MarketsEurope


2,235



22,244



1,729



18,235



5,449



15,807Japan


13,073



88



9,963



(159
)


13,316



Other Markets


84,938



71,826



59,833



51,630



11,112



3,790Total markets


329,579



319,805



234,868



232,112



48,222



41,188Straight-line rents and amortization of lease intangibles


6,040



4,950



6,040



4,950







Discontinued operations


(1,189
)


(7,808
)


(686
)


(6,236
)






Private capital income


51,336



14,443















Total

$
385,766


$
331,390


$
240,222


$
230,826


$
48,222


$
41,188     (1)
    
    The markets included in U.S. markets are a subset of the
    Operating Partnerships regions defined as East, Southwest
    and West Central in the Americas. Japan is a subset of our Asia
    region.(2)
    
    Property net operating income (NOI) is defined as
    rental revenue, including reimbursements, less property
    operating expenses, which excludes depreciation, amortization,
    general and administrative expenses and interest expense. For a
    reconciliation of NOI to net income, see the table below.   25




---



##### 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 30,2008


2007


2008


2007Property NOI

$
119,778


$
116,315


$
240,222


$
230,826Private capital revenues


41,413



8,518



51,336



14,443Depreciation and amortization


(40,841
)


(40,173
)


(82,462
)


(80,564
)General and administrative


(33,794
)


(30,260
)


(68,947
)


(60,114
)Fund costs


(384
)


(277
)


(606
)


(518
)Impairment losses














(257
)Other expenses


(1,422
)


(1,139
)


(1,330
)


(2,051
)Development profits, net of taxes


30,402



28,996



48,222



41,188Gains from dispositions of real estate interests






74,707



19,967



74,843Equity in earnings of unconsolidated joint ventures


6,059



1,748



8,987



3,861Other income


1,909



6,472



6,345



11,979Interest, including amortization


(36,555
)


(33,151
)


(67,514
)


(67,490
)Total minority interests share of income


(8,592
)


(11,673
)


(33,491
)


(20,919
)Total discontinued operations


1,144



2,434



2,575



5,518Net income

$
79,117


$
122,517


$
123,304


$
150,745     Total Assets as ofJune 30,


December 31,2008


2007U.S. MarketsSouthern California

$
936,729


$
925,771No. New Jersey/New York


616,606



637,356San Francisco Bay Area


799,538



777,964Chicago


429,512



453,086On-Tarmac


190,971



201,235South Florida


383,060



384,110Seattle


347,441



383,893Non-U.S. MarketsEurope


414,526



254,740Japan


711,024



717,586Other Markets


2,347,523



1,891,077Total markets


7,176,930



6,626,818Investments in unconsolidated joint ventures


373,202



356,194Non-segment assets


376,660



279,391Total assets

$
7,926,792


$
7,262,403   11.
    Commitments
    and Contingencies  Commitments
  Lease Commitments.
 26




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Standby Letters of Credit.
  Guarantees and Contribution
    Obligations.
      364-day
  Performance and Surety Bonds.
  Promoted Interests and Other Contractual
    Obligations.
 27




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Contingencies
  Litigation.
  Environmental Matters.
  General Uninsured Losses.
  Captive Insurance Company.
  12.
    Subsequent
    Events     28




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Some of the information included in this quarterly report on
    Form 10-Q
    contains forward-looking statements, which are made pursuant to
    the safe-harbor provisions of Section 21E of the Securities
    Exchange Act of 1934, as amended, and Section 27A of the
    Securities Act of 1933, as amended. Because these
    forward-looking statements involve numerous risks and
    uncertainties, there are important factors that could cause our
    actual results to differ materially from those in the
    forward-looking statements, and you should not rely on the
    forward-looking statements as predictions of future events. The
    events or circumstances reflected in the forward-looking
    statements might not occur. You can identify forward-looking
    statements by the use of forward-looking terminology such as
    believes, expects, may,
    will, should, seeks,
    approximately, intends,
    plans, forecasting, pro
    forma, estimates or anticipates,
    or the negative of these words and phrases, or similar words or
    phrases. You can also identify forward-looking statements by
    discussions of strategy, plans or intentions. Forward-looking
    statements should not be read as guarantees of future
    performance or results, and will not necessarily be accurate
    indicators of whether, or the time at which, such performance or
    results will be achieved. There is no assurance that the events
    or circumstances reflected in forward-looking statements will
    occur or be achieved. Forward-looking statements are necessarily
    dependent on assumptions, data or methods that may be incorrect
    or imprecise and we may not be able to realize them.
  The following factors, among others, could cause actual
    results and future events to differ materially from those set
    forth or contemplated in the forward-looking statements:
  
    changes in general economic conditions or in the real estate
    sector;
    defaults on or non-renewal of leases by customers or renewal
    at lower than expected rent;
    difficulties in identifying properties to acquire and in
    effecting acquisitions on advantageous terms and the failure of
    acquisitions to perform as we expect;
    risks and uncertainties affecting property development,
    redevelopment and value-added conversion (including construction
    delays, cost overruns, our inability to obtain necessary permits
    and financing, our inability to lease properties at all or at
    favorable rents and terms, public opposition to these
    activities, as well as the risks associated with our expansion
    of and increased investment in our development business);
    our failure to contribute properties to our co-investment
    ventures due to such factors as our inability to acquire,
    develop, or lease properties that meet the investment criteria
    of such ventures, or our co-investment ventures inability
    to access debt and equity capital to pay for property
    contributions or their allocation of available capital to cover
    other capital requirements such as future redemptions;
    risks of doing business internationally and global expansion,
    including unfamiliarity with new markets and currency risks;
    risks of opening offices globally (including increasing
    headcount);
    a downturn in the California, U.S., or the global economy or
    real estate conditions and other financial market
    fluctuations;
    risks of changing personnel and roles;
    losses in excess of our insurance coverage;
    our failure to divest of properties on advantageous terms or
    to timely reinvest proceeds from any such divestitures;
    unknown liabilities acquired in connection with acquired
    properties or otherwise;
    our failure to successfully integrate acquired properties and
    operations;
    risks associated with using debt to fund acquisitions and
    development, including re-financing risks;
    risks related to our obligations in the event of certain
    defaults under co-investment venture and other debt;
    our failure to obtain necessary financing; 29




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##### Table of Contents




    our failure to maintain our current credit agency ratings;
    risks associated with equity and debt securities financings
    and issuances (including the risk of dilution);
    changes in local, state and federal regulatory requirements,
    including changes in real estate and zoning laws;
    increases in real property tax rates;
    risks associated with our tax structuring;
    increases in interest rates and operating costs or greater
    than expected capital expenditures; and
    environmental uncertainties and risks related to natural
    disasters.  Our success also depends upon economic trends generally,
    various market conditions and fluctuations and those other risk
    factors discussed under the heading Risk Factors and
    elsewhere in our Annual Report on
    Form 10-K
    for the year ended December 31, 2007, and any amendments
    thereto. We caution you not to place undue reliance on
    forward-looking statements, which reflect our analysis only and
    speak as of the date of this report or as of the dates indicated
    in the statements. All of our forward-looking statements,
    including those in this report, are qualified in their entirety
    by this statement. We assume no obligation to update or
    supplement forward-looking statements.
  ® ® ®
  GENERAL
    Managements
    Overview
  development-for-sale
  
    maintain and increase occupancy rates
    and/or
    increase rental rates at our properties;
    continue to develop properties profitably and sell to third
    parties or contribute to our co-investment ventures; and
    continue to raise third-party equity in our co-investment
    ventures and to grow our earnings from our private capital
    business through the contribution of properties or from the
    acquisition of new properties.  Real
    Estate Operations
   30




---



##### Table of Contents



Year-to-date,
      Total/WeightedOwned and Managed Property Data(1)

The Americas


Europe


Asia


AverageFor the quarter ended June 30, 2008:Rentable square feet


107,447,963



9,811,777



8,637,920



125,897,660Occupancy percentage at period end(3)


95.1
%


95.7
%


95.0
%


95.2
%Trailing four quarter same space square footage leased


18,387,894



336,490



339,256



19,063,640Trailing four quarter rent change on renewals and rollovers(2)(3)


4.9
%


(11.0
)%


(0.8
)%


4.3
%For the quarter ended June 30, 2007:Rentable square feet


98,659,476



6,005,507



6,670,645



111,335,628Occupancy percentage at period end(3)


95.9
%


99.5
%


95.7
%


96.1
%Trailing four quarter same space square footage leased


16,281,913



139,016



142,204



16,563,133Trailing four quarter rent change on renewals and rollovers(2)(3)


3.6
%


(1.3
)%


(7.0
)%


3.5
%     (1)
    
    Schedule includes owned and managed operating properties which
    we define as properties in which we have at least a 10%
    ownership interest, for which we are the property or asset
    manager, and which we currently intend to hold for the
    long-term. This excludes development and renovation projects and
    recently completed development projects available for sale or
    contribution.(2)
    
    Rent changes on renewals and rollovers are calculated as the
    difference, weighted by square feet, of the net annualized base
    rent (ABR) due the first month of a term commencement and the
    net ABR due the last month of the former tenants term. If
    free rent is granted, then the first positive full rent value is
    used as a point of comparison. The rental amounts exclude base
    stop amounts, holdover rent and premium rent charges. If either
    the previous or current lease terms are under 12 months,
    then they are excluded from this calculation. If the lease is
    first generation or there is no prior lease for comparison, then
    it is excluded from this calculation.(3)
    
    On a consolidated basis, for the Americas, Europe and Asia,
    occupancy percentage at period end for 2008 was 95.4%, 100.0%
    and 99.9%, and trailing four quarter rent change on renewals and
    rollovers at period end for 2008 was 4.8%, n/a and 7.4%
    respectively. On a consolidated basis, for the Americas, Europe
    and Asia, 31




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##### Table of Contents



occupancy percentage at period end for 2007 was 96.5%, n/a and
    100%, and trailing four quarter rent change on renewals and
    rollovers at period end for 2007 was 3.6%, n/a and (13.4%),
    respectively.    Development
    Business
  build-to-suit
  non-U.S. markets
     32




---



##### Table of Contents



Private
    Capital Business
        Summary
    of Key Transactions
    
    Acquired, on an owned and managed basis, six properties in the
    Americas and Europe aggregating approximately 1.5 million
    square feet for $146.2 million, including three properties
    aggregating approximately 0.8 million square feet for
    $94.1 million through unconsolidated co-investment ventures
    and three properties aggregating approximately 0.7 million
    square feet for $52.1 million acquired directly by us;
    Committed to nine new development projects in the Americas,
    Europe and Asia totaling 3.3 million square feet with an
    estimated total investment of approximately $247.7 million;
    Acquired 97 acres of land for development in the Americas,
    Europe and Asia for approximately $69.1 million;
    Contributed four completed development projects, aggregating
    approximately 1.9 million square feet to AMB Institutional
    Alliance Fund III, L.P., AMB-SGP Mexico, LLC, and AMB Japan
    Fund I, L.P., all unconsolidated co-investment
    ventures; and
    On June 13, 2008, acquired approximately 19% additional
    equity interest in G. Accion, a Mexican real estate company,
    increasing our equity interest from 39% to 58%.    
    Acquired, on an owned and managed basis, 13 properties in the
    Americas, Asia and Europe aggregating approximately
    3.5 million square feet for $391.1 million, including
    seven properties aggregating 33




---



##### Table of Contents



approximately 1.8 million square feet for
    $255.6 million through unconsolidated co-investment
    ventures and six properties aggregating approximately
    1.7 million square feet for $135.5 million acquired
    directly by us;  
    Committed to 13 new development projects in the Americas, Europe
    and Asia totaling 4.4 million square feet with an estimated
    total investment of approximately $332.9 million;
    Acquired 242 acres of land for development in the Americas,
    Europe and Asia for approximately $119.2 million;
    Sold four development projects totaling approximately
    0.2 million square feet, including one project that is held
    in an unconsolidated co-investment venture, for an aggregate
    sale price of $49.1 million;
    Contributed seven completed development projects, aggregating
    approximately 3.0 million square feet to AMB Institutional
    Alliance Fund III, L.P., AMB-SGP Mexico, LLC, AMB Europe
    Fund I, FCP-FIS, and AMB Japan Fund I, L.P., all
    unconsolidated co-investment ventures; and
    On June 13, 2008, acquired approximately 19% additional
    equity interest in G. Accion, a Mexican real estate company,
    increasing our equity interest from 39% to 58%.      
    Obtained long-term secured debt financings for our consolidated
    co-investment joint ventures of $30.3 million with a
    weighted average interest rate of 5.7%;  
    Assumed $36.4 million secured debt for our co-investment
    joint ventures with a weighted average interest rate of 8.6%;
    Obtained $116.9 million of secured debt (using the exchange
    rates in effect at the applicable quarter end dates) with a
    weighted average interest rate of 2.0% for international assets;
    Obtained a $100.0 million unsecured market loan, which had
    a balance of $100.0 million outstanding as of June 30,
    2008, with a weighted average interest rate of 3.4%;
    Sold $325.0 million aggregate principle amount of our
    senior unsecured notes under our Series C medium-term note
    program;
    Paid off $175.0 million of medium-term notes which matured
    in June 2008 and had an interest rate of 7.10%; and
    Paid off a $100.0 million unsecured money market loan which
    matured in June 2008 and had an interest rate of 3.6%.    
    Obtained long-term secured debt financings for our consolidated
    co-investment joint ventures of $30.3 million with a
    weighted average interest rate of 5.7%;  
    Assumed $36.4 million secured debt for our co-investment
    joint ventures with a weighted average interest rate of 8.6%;
    Obtained $116.9 million of secured debt (using the exchange
    rates in effect at the applicable quarter end dates) with a
    weighted average interest rate of 2.0% for international assets;
    Obtained a $100.0 million unsecured market loan, which had
    a balance of $100.0 million outstanding as of June 30,
    2008, with a weighted average interest rate of 3.4%;
    Sold $325.0 million aggregate principle amount of our
    senior unsecured notes under our Series C medium-term note
    program; 34




---



##### Table of Contents




    Paid off $175.0 million of medium-term notes which matured
    in June 2008 and had an interest rate of 7.10%;
    Obtained and paid off a $100.0 million unsecured money
    market loan which matured in June 2008 and had an interest rate
    of 3.6%;
    Obtained a $325.0 million unsecured term loan facility,
    which had a balance of $325 million outstanding as of
    June 30, 2008, with a weighted average interest rate of
    3.5%; and
    AMB Property Corporation repurchased approximately
    1.8 million shares of its common stock for an aggregate
    price of $87.7 million, at a weighted average price of
    $49.64 per share, which was paid by us in exchange for the
    cancellation of approximately 1.8 million common general
    partnership units.    Critical
    Accounting Policies
  Form 10-K
  THE
    COMPANY
  ® ®
      
    on an owned and managed basis, which include investments held on
    a consolidated basis or through unconsolidated joint ventures,
    we owned or partially owned approximately 125.9 million
    square feet (principally warehouse distribution buildings) that
    were 95.2% leased;
    on an owned and managed basis, which include investments held on
    a consolidated basis or through unconsolidated joint ventures,
    we had investments in 55 development projects, which are
    expected to total approximately 17.3 million square feet
    upon completion;
    on an owned and managed basis, which include investments held on
    a consolidated basis or through unconsolidated joint ventures,
    we owned 12 development projects, totaling approximately
    4.9 million square feet, which are available for sale or
    contribution;
    through non-managed unconsolidated joint ventures, we had
    investments in 46 industrial operating properties, totaling
    approximately 7.3 million square feet; and
    we held approximately 0.1 million square feet through a
    ground lease, which is the location of our global headquarters. 35




---



##### Table of Contents



day-to-day
      ® ® ® point-to-point.
  (415) 394-9000. http://www.amb.com Form 10-K, Form 10-Q, Form 8-K 1-800-SEC-0330. http://www.sec.gov
  Operating
    Strategy
     36




---



##### Table of Contents



build-to-suit
  Growth
    Strategies
  Growth
    through Operations
    Growth
    through Development
     37




---



##### Table of Contents



Growth
    through Acquisitions and Capital Redeployment
      Growth
    through Global Expansion
  ® speed-to-market
  Growth
    through Co-Investments
  10-50%
 38




---



##### Table of Contents



CONSOLIDATED
    RESULTS OF OPERATIONS
      For the
    Three Months Ended June 30, 2008 and 2007 (dollars in
    millions):
  For the ThreeMonths EndedJune 30,Revenues

2008


2007


$ Change


% ChangeRental revenuesU.S. industrial:Same store

$
140.3


$
139.2


$
1.1



0.8
%2007 acquisitions


0.3







0.3



100.0
%Development


2.9



0.6



2.3



383.3
%Other industrial


2.9



0.9



2.0



222.2
%Non-U.S.
    industrial


21.5



18.2



3.3



18.1
%Total rental revenues


167.9



158.9



9.0



5.7
%Private capital revenues


41.4



8.5



32.9



387.1
%Total revenues

$
209.3


$
167.4


$
41.9



25.0
%   non-U.S. industrial
 39




---



##### Table of Contents



For the ThreeMonths EndedJune 30,Costs and Expenses

2008


2007


$ Change


% ChangeProperty operating costs:Rental expenses

$
25.7


$
24.0


$
1.7



7.1
%Real estate taxes


22.4



18.6



3.8



20.4
%Total property operating costs

$
48.1


$
42.6


$
5.5



12.9
%Property operating costsU.S. industrial:Same store

$
38.9


$
38.1


$
0.8



2.1
%2007 acquisitions


0.1







0.1



100.0
%Development


1.4



0.5



0.9



180.0
%Other industrial


1.4



0.3



1.1



366.7
%Non-U.S.
    industrial


6.3



3.7



2.6



70.3
%Total property operating costs


48.1



42.6



5.5



12.9
%Depreciation and amortization


40.8



40.1



0.7



1.7
%General and administrative


33.8



30.3



3.5



11.6
%Fund costs


0.4



0.3



0.1



33.3
%Other expenses


1.4



1.1



0.3



27.3
%Total costs and expenses

$
124.5


$
114.4


$
10.1



8.8
%   non-U.S. industrial
  40




---



##### Table of Contents



For the ThreeMonths EndedJune 30,Other Income and (Expenses)

2008


2007


$ Change


% ChangeDevelopment profits, net of taxes

$
30.4


$
29.0


$
1.4



4.8
%Gains from dispositions of real estate interests, net






74.7



(74.7
)


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


6.1



1.7



4.4



258.8
%Other income


1.9



6.5



(4.6
)


(70.8
)%Interest expense, including amortization


(36.6
)


(33.1
)


3.5



10.6
%Total other income and (expenses), net

$
1.8


$
78.8


$
(77.0
)


97.7
%   FCP-FIS,
  For the ThreeMonths EndedJune 30,Discontinued Operations

2008


2007


$ Change


% ChangeIncome attributable to discontinued operations, net of minority
    interests

$
0.3


$
2.1


$
(1.8
)


(85.7
)%Development gains and gains from dispositions of real estate,
    net of taxes and minority interests


0.8



0.3



0.5



166.7
%Total discontinued operations

$
1.1


$
2.4


$
(1.3
)


(54.2
)%    41




---



##### Table of Contents



For the Three Months EndedJune 30,Preferred Units

2008


2007


$ Change


%ChangePreferred unit distributions

$
(4.0
)

$
(4.0
)

$





%Total preferred units

$
(4.0
)

$
(4.0
)

$





%     For the
    Six Months Ended June 30, 2008 and 2007 (dollars in
    millions):
  For theSix Months EndedJune 30,Revenues

2008


2007


$ Change


% ChangeRental revenuesU.S. industrial:Same store

$
289.8


$
278.9


$
10.9



3.9
%2007 acquisitions


0.8







0.8



100.0
%Development


5.1



2.4



2.7



112.5
%Other industrial


5.0



1.9



3.1



163.2
%Non-U.S.
    industrial


33.8



33.8








%Total rental revenues


334.5



317.0



17.5



5.5
%Private capital revenues


51.3



14.4



36.9



256.3
%Total revenues

$
385.8


$
331.4


$
54.4



16.4
%     42




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##### Table of Contents



For the SixMonths EndedJune 30,Costs and Expenses

2008


2007


$ Change


% ChangeProperty operating costs:Rental expenses

$
51.0


$
49.0


$
2.0



4.1
%Real estate taxes


43.2



37.1



6.1



16.4
%Total property operating costs

$
94.2


$
86.1


$
8.1



9.4
%Property operating costsU.S. industrial:Same store

$
78.6


$
77.4


$
1.2



1.6
%2007 acquisitions


0.2







0.2



100.0
%Development


2.3



1.1



1.2



109.1
%Other industrial


2.7



0.6



2.1



350.0
%Non-U.S.
    industrial


10.4



7.0



3.4



48.6
%Total property operating costs


94.2



86.1



8.1



9.4
%Depreciation and amortization


82.5



80.6



1.9



2.4
%General and administrative


68.9



60.1



8.8



14.6
%Fund costs


0.6



0.5



0.1



20.0
%Impairment losses






0.3



(0.3
)


(100.0
)%Other expenses


1.4



2.0



(0.6
)


(30.0
)%Total costs and expenses

$
247.6


$
229.6


$
18.0



7.8
%   non-U.S. industrial
  43




---



##### Table of Contents



For the SixMonths EndedJune 30,Other Income and (Expenses)

2008


2007


$ Change


% ChangeDevelopment profits, net of taxes

$
48.2


$
41.2


$
7.0



17.0
%Gains from dispositions of real estate interests, net


20.0



74.8



(54.8
)


(73.3
)%Equity in earnings of unconsolidated joint ventures, net


9.0



3.9



5.1



130.8
%Other income


6.3



12.0



(5.7
)


(47.5
)%Interest expense, including amortization


(67.5
)


(67.5
)







%Total other income and (expenses), net

$
16.0


$
64.4


$
(48.4
)


75.2
%     For the SixMonths EndedJune 30,Discontinued Operations

2008


2007


$ Change


% ChangeIncome attributable to discontinued operations, net of minority
    interests

$
0.3


$
5.1


$
(4.8
)


(94.1
)%Development gains and gains from dispositions of real estate,
    net of taxes and minority interests


2.3



0.4



1.9



475.0
%Total discontinued operations

$
2.6


$
5.5


$
(2.9
)


(52.7
)%  44




---



##### Table of Contents



For the SixMonths Ended June 30,Preferred Units

2008


2007


$ Change


% ChangePreferred unit distributions

$
(7.9
)

$
(9.5
)

$
(1.6
)


16.8
%Total preferred units

$
(7.9
)

$
(9.5
)

$
(1.6
)


16.8
%     LIQUIDITY
    AND CAPITAL RESOURCES
  Balance Sheet Strategy. and/or
    
    cash on hand and cash flow from operations;
    private capital from co-investment partners;
    net proceeds from contributions of properties and completed
    development projects to our co-investment ventures;
    net proceeds from the sales of development projects, value-added
    conversion projects and land to third parties;
    net proceeds from divestitures of properties;
    borrowings under our unsecured credit facilities;
    other forms of secured or unsecured financing;
    proceeds from limited partnership unit offerings (including
    issuances of limited partnership units by our
    subsidiaries); and
    proceeds from equity (common and preferred) or debt securities
    offerings.    
    development, expansion and renovation of properties;
    acquisitions;
    debt service; 45




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##### Table of Contents




    distributions on outstanding common and preferred limited
    partnership units; and
    working capital.  Cash Flows.
    Capital
    Resources
  Development Completions.
  For the


For theThree Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007Placed in Operations:Number of projects


1







1



1Square feet


396,710







396,710



179,400Investment

$
17,396


$



$
17,396


$
10,657Sold:Number of projects






2



2



5Square feet






153,770



115,664



325,907Investment

$



$
12,376


$
26,249


$
35,936Contributed:Number of projects


1



1



1



3Square feet


406,156



388,000



406,156



708,164Investment

$
21,572


$
23,417


$
21,572


$
42,071Held for Sale or Contribution:Number of projects


7



6



10



7Square feet


3,335,886



1,639,928



4,005,826



1,844,680Investment

$
373,634


$
190,152


$
461,492


$
205,036Total:Number of projects


9



9



14



16Square feet


4,138,752



2,181,698



4,924,356



3,058,151Investment

$
412,602


$
225,945


$
526,709


$
293,700  46




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##### Table of Contents



For the


For theThree Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007Number of completed development projects


2



3



3



5Square feet


19,573



180,104



59,932



325,907Gross sales price

$
4,219


$
20,915


$
12,996


$
45,613Development gains, net of taxes

$
1,253


$
2,970


$
2,268


$
6,273     For the


For theThree Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007Total number of contributed development assets


4



6



7



10Total square feet


1,896,518



1,155,974



3,010,596



1,671,488Development gains, net of taxes

$
29,149


$
26,026


$
45,954


$
34,915   Property Divestitures.
  Gains from Sale or Contribution of Real Estate
    Interests.
  Properties Held for Contribution. 15-20%.
  Properties Held for Divestiture.
 47




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##### Table of Contents



Co-investment Ventures. Consolidation of Variable
    Interest Entities  An Interpretation of ARB
    No. 51 No. 04-5 (EITF 04-5), Determining Whether a General Partner, or the General
    Partners as a Group, Controls a Limited Partnership or Similar
    Entity When the Limited Partners Have Certain Rights SOP 78-9, Accounting for Investments in Real Estate Ventures. EITF 04-5, EITF 04-5, and/or EITF 04-5
      Approximate


OriginalOwnership


PlannedConsolidated Co-investment Venture

Co-investment Venture Partner

Percentage


Capitalization(1)AMB Partners II, L.P.(2)

City and County of San Francisco Employees Retirement
    System


20
%

$
580,000AMB Institutional Alliance Fund II, L.P.(3)

AMB Institutional Alliance REIT II, Inc.


20
%

$
490,000AMB-SGP, L.P.(4)

Industrial JV Pte. Ltd.


50
%

$
420,000AMB-AMS,
    L.P.(5)

PMT, SPW and TNO(6)


39
%

$
228,000     (1)
    
    Planned capitalization includes anticipated debt and all
    partners expected equity contributions.(2)
    
    AMB Partners II, L.P. is a co-investment partnership formed in
    2001 with the City and County of San Francisco
    Employees Retirement System.(3)
    
    AMB Institutional Alliance Fund II, L.P. is a co-investment
    partnership formed in 2001 with institutional investors, which
    invest through a private real estate investment trust. 48




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##### Table of Contents



(4)
    
    AMB-SGP, L.P. is a co-investment partnership formed in 2001 with
    Industrial JV Pte. Ltd., a subsidiary of GIC Real Estate Pte.
    Ltd., the real estate investment subsidiary of the Government of
    Singapore Investment Corporation.(5)
    
    AMB-AMS,
    L.P. is a co-investment partnership formed in 2004 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.      ApproximateUnconsolidated Co-investment



Ownership


PlannedVenture

Co-investment Venture Partner

Percentage


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

AMB Institutional Alliance REIT III, Inc.


17
%

$
2,878,000AMB Europe Fund I, FCP-FIS(3)(4)

Institutional investors


21
%

$
1,515,000AMB Japan Fund I, L.P.(5)

Institutional investors


20
%

$
1,681,000AMB-SGP Mexico, LLC(6)

Industrial (Mexico) JV Pte. Ltd.


20
%

$
704,000AMB DFS Fund I, LLC(7)

Strategic Realty Ventures, LLC


15
%

$
422,000     (1)
    
    Planned capitalization includes anticipated debt and all
    partners expected equity contributions.(2)
    
    AMB Institutional Alliance Fund III, L.P. is an open-ended
    co-investment partnership formed in 2004 with institutional
    investors, which invest through a private real estate investment
    trust.(3)
    
    The planned capitalization of AMB Institutional Alliance
    Fund III, L.P. and AMB Europe Fund I, FCP-FIS, as
    open-ended funds are not limited. The planned capitalization
    represents the gross book value of real estate assets as of the
    most recent quarter end, and the investment capacity represents
    estimated capacity based on the funds current cash and
    leverage limitations as of the most recent quarter end.(4)
    
    AMB Europe Fund I, FCP-FIS, is an open-ended co-investment
    venture formed in 2007 with institutional investors. The fund is
    Euro-denominated. U.S. dollar amounts are converted at the
    exchange rate in effect at June 30, 2008.(5)
    
    AMB Japan Fund I, L.P. is a co-investment partnership
    formed in 2005 with institutional investors. The fund is
    Yen-denominated. U.S. dollar amounts are converted at the
    exchange rate in effect at June 30, 2008.(6)
    
    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.(7)
    
    AMB DFS Fund I, LLC is a co-investment partnership formed
    in 2006 with a subsidiary of GE Real Estate to build and sell
    properties.     49




---



##### Table of Contents



Common and Preferred Equity. 1 2 3 4
    Debt. 50-65%
       50




---



##### Table of Contents



Credit Facilities.
     51




---



##### Table of Contents



Our


JointSecured


Venture


Unsecured


Credit


Other


TotalDebt


Debt


Senior Debt


Facilities(1)


Debt


Debt2008

$
94,097


$
47,375


$



$



$
112,377


$
253,8492009


123,718



133,848



100,000







325,873



683,4392010


65,905



114,064



250,000



516,530



941



947,4402011


115



204,806



75,000



399,955



1,014



680,8902012


4,463



459,496











61,093
(4)


525,0522013


4,248



59,448



500,000







65,920
(5)


629,6162014


4,380



4,102











616



9,0982015


4,516



18,806



112,491







664



136,4772016


4,657



54,795















59,4522017


36,980



1,973















38,953Thereafter






36,120



125,000











161,120Subtotal

$
343,079


$
1,134,833


$
1,162,491


$
916,485


$
568,498


$
4,125,386Unamortized premiums/(discount)


819



2,691



(9,221
)










(5,711
)Total consolidated debt

$
343,898


$
1,137,524


$
1,153,270


$
916,485


$
568,498


$
4,119,675AMBs share of unconsolidated co-investment venture debt(2)






629,040











32,626



661,666Total debt(3)

$
343,898


$
1,766,564


$
1,153,270


$
916,485


$
601,124


$
4,781,341Co-investment venture partners share of consolidated
    debt(3)






(720,336
)










(100,000
)


(820,336
)Our share of total debt(3)

$
343,898


$
1,046,228


$
1,153,270


$
916,485


$
501,124


$
3,961,005Weighted average interest rate


3.4
%


5.9
%


6.0
%


2.6
%


3.9
%


4.7
%Weighted average maturity (years)


2.3



3.9



4.6



2.4



1.8



3.3     (1)
    
    Represents three credit facilities with total capacity of
    approximately $1.6 billion. Includes $404.7 million,
    $351.9 million, $111.9 million and $48.0 million
    in Yen, Canadian dollar, Euros and Singapore dollar-based
    borrowings outstanding at June 30, 2008, respectively,
    translated to U.S. dollars using the foreign exchange rates in
    effect on June 30, 2008. 52




---



##### Table of Contents



(2)
    
    The weighted average interest and average maturity for the
    unconsolidated co-investment venture debt were 4.8% and
    5.4 years, respectively.(3)
    
    Our share of total debt represents the pro rata portion of the
    total debt based on our percentage of equity interest in each of
    the consolidated or unconsolidated joint ventures holding the
    debt. We believe that our share of total debt is a meaningful
    supplemental measure, which enables both management and
    investors to analyze our leverage and to compare our leverage to
    that of other companies. In addition, it allows for a more
    meaningful comparison of our debt to that of other companies
    that do not consolidate their joint ventures. Our share of total
    debt is not intended to reflect our actual liability should
    there be a default under any or all of such loans or a
    liquidation of the co-investment ventures. The above table
    reconciles our share of total debt to total consolidated debt, a
    GAAP financial measure.(4)
    
    Maturity includes $60.0 million balance outstanding on a
    $70.0 million non-recourse credit facility obtained by AMB
    Institutional Alliance Fund II, L.P.(5)
    
    Maturity includes $65.0 million balance outstanding on a
    $65.0 million non-recourse credit facility obtained by AMB
    Partners II, L.P.  Market Capital as of June 30, 2008Units


Market


MarketSecurity

Outstanding


Price(1)


Value(1)Common general partnership units


97,769,261
(3)

$
50.38


$
4,925,615Common limited partnership units(2)


3,970,128



50.38



200,015Total


101,739,389






$
5,125,630Total options outstanding










6,452,724Dilutive effect of stock options and restricted stock(3)










2,349,313     (1)
    
    Assumes that our general partnership units are exchanged for AMB
    Property Corporations common stock on a one-for-one basis
    because there is no public market for our units.(2)
    
    Includes class B common limited partnership units issued by
    AMB Property II, L.P.(3)
    
    Computed using the treasury stock method and an average share
    price for AMB Property Corporations common stock of $56.46
    for the quarter ended June 30, 2008.(4)
    
    Includes 893,381 shares of unvested restricted stock.  Preferred Units as of June 30, 2008Distribution


Liquidation


Redemption/CallableSecurity

Rate


Preference


ProvisionsSeries D preferred units(1)


7.18
%

$
79,767



February 2012Series L preferred stock


6.50
%


50,000



June 2008Series M preferred stock


6.75
%


57,500



November 2008Series O preferred stock


7.00
%


75,000



December 2010Series P preferred stock


6.85
%


50,000



August 2011Weighted average/total


6.90
%

$
312,267     (1)
    
    On January 29, 2007, all of the outstanding 7.75%
    Series D Cumulative Redeemable Preferred Limited
    Partnership Units of AMB Property II, L.P. were transferred from
    one institutional investor to another institutional investor. In
    connection with that transfer, AMB Property II, L.P. agreed to
    amend the terms of the series D preferred units to, among
    other things, change the rate applicable to the series D
    preferred units from 7.75% to 7.18% and change the date prior to
    which the series D preferred units may not be redeemed from
    May 5, 2004 to February 22, 2012.  53




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##### Table of Contents



Capitalization Ratios as of June 30, 2008Total debt-to-total market capitalization(1)


46.8
%Our share of total debt-to-our share of total market
    capitalization(1)


42.1
%Total debt plus preferred-to-total market capitalization(1)


49.8
%Our share of total debt plus preferred-to-our share of total
    market capitalization(1)


45.5
%Our share of total debt-to-our share of total book
    capitalization(1)


57.8
%     (1)
    
    Our definition of total market capitalization is
    total debt plus preferred equity liquidation preferences plus
    market equity. Our definition of our share of total market
    capitalization is our share of total debt plus preferred
    equity liquidation preferences plus market equity. Our
    definition of market equity is the total number of
    outstanding shares of AMB Property Corporations common
    stock and our common limited partnership units multiplied by the
    closing price per share of AMB Property Corporations
    common stock as of June 30, 2008. Our definition of
    preferred is preferred equity liquidation
    preferences. Our share of total book capitalization
    is defined as our share of total debt plus minority interests to
    preferred unitholders and limited partnership unitholders plus
    partners capital. Our share of total debt is
    the pro rata portion of the total debt based on our percentage
    of equity interest in each of the consolidated and
    unconsolidated co-investment ventures holding the debt. We
    believe that our share of total debt is a meaningful
    supplemental measure, which enables both management and
    investors to analyze our leverage and to compare our leverage to
    that of other companies. In addition, it allows for a more
    meaningful comparison of our debt to that of other companies
    that do not consolidate their co-investment ventures. Our share
    of total debt is not intended to reflect our actual liability
    should there be a default under any or all of such loans or a
    liquidation of the co-investment ventures. For a reconciliation
    of our share of total debt to total consolidated debt, a GAAP
    financial measure, please see the table of debt maturities and
    capitalization above.  Liquidity
      For the Three Months


For the Six MonthsEnded June 30,


Ended June 30,Paying Entity

Security

2008


2007


2008


2007Operating Partnership

Common limited partnership units

$
0.520


$
0.500


$
1.040


$
1.000Operating Partnership

Series J preferred units(1)


n/a


$
0.011



n/a


$
1.005Operating Partnership

Series K preferred units(1)


n/a


$
0.011



n/a


$
1.005AMB Property II, L.P.

Class B common limited
    partnership units

$
0.520


$
0.500


$
1.040


$
1.000AMB Property II, L.P.

Series D preferred units

$
0.898


$
0.838


$
1.795


$
1.840AMB Property II, L.P.

Series I preferred units(2)


n/a


$
0.244



n/a


$
1.244     (1)
    
    In April 2007, we redeemed all of our series J and
    series K preferred units.(2)
    
    In April 2007, AMB Property II, L.P. repurchased all of its
    series I preferred units. 54




---



##### Table of Contents



For the Six MonthsEnded June 30,Summary of Distributions Paid

2008


2007(Dollars in thousands)Net cash provided by operating activities

$
127,596


$
131,580Dividends paid to partners


(108,172
)


(101,845
)Distributions to minority interests, including preferred units


(43,931
)


(76,574
)Excess (shortfall) of net cash provided by operating activities
    over dividends and distributions paid

$
(24,507
)

$
(46,839
)Net proceeds from divestiture of real estate

$
327,516


$
402,614Excess of net cash provided by operating activities and net
    proceeds from divestiture of real estate over dividends and
    distributions paid

$
303,009


$
355,775  55




---



##### Table of Contents



Capital
    Commitments
    For the Three Months Ended June 30,


For the Six Months Ended June 30,2008


2007


2008


2007The Americas:Number of new development projects


6



8



10



11Number of value-added conversion projects(1)






1







1Square feet


2,215,980



2,505,154



3,337,757



3,088,322Estimated total investment(1)

$
158,865


$
175,688


$
244,073


$
226,325Europe:Number of new development projects


1







1



Square feet


340,441







340,441



Estimated total investment(1)

$
32,161


$



$
32,161


$
Asia:Number of new development projects


2



1



2



3Square feet


694,315



685,757



694,315



2,027,859Estimated total investment(1)

$
56,651


$
89,446


$
56,651


$
229,553Total:Number of new development projects


9



9



13



14Number of value-added conversion projects






1







1Square feet


3,250,736



3,190,911



4,372,513



5,116,181Estimated total investment(1)

$
247,677


$
265,134


$
332,885


$
455,878     (1)
    
    Includes total estimated cost of development, renovation, or
    expansion, including initial acquisition costs, prepaid ground
    leases, buildings, and associated carry costs. Estimated total
    investments are based on current forecasts and are subject to
    change.
    Non-U.S.
    dollar investments are translated into U.S. dollars using the
    exchange rate as of June 30, 2008 or 2007, as applicable.  Lease Commitments.
  Co-Investment Ventures.
 56




---



##### Table of Contents



Captive Insurance Company.
  Potential Contingent and Unknown
    Liabilities.
  
    liabilities for environmental conditions;
    claims of customers, vendors or other persons dealing with our
    predecessors prior to our formation or acquisition transactions
    that had not been asserted prior to our formation or acquisition
    transactions;
    accrued but unpaid liabilities incurred in the ordinary course
    of business; and
    tax liabilities.  Capital
    Deployment
    For the Three Months Ended


For the Six Months EndedJune 30,


June 30,2008


2007


2008


2007The Americas:Acres


49



513



159



935Estimated build out potential (square feet)


962,012



9,816,975



2,863,144



16,545,812Investment(1)

$
43,007


$
59,403


$
79,235


$
100,196Europe:Acres


15







45



Estimated build out potential (square feet)


391,182







882,318



Investment(1)

$
20,062






$
24,373



Asia:Acres


33



2



38



2Estimated build out potential  (square feet)


767,003



406,793



1,184,836



406,793Investment(1)

$
6,064


$
13,000


$
15,593


$
13,000Total:Acres


97



515



242



937Estimated build out potential (square feet)


2,120,197



10,223,768



4,930,298



16,952,605Investment(1)

$
69,133


$
72,403


$
119,201


$
113,196     (1)
    
    Includes acquisition and associated closing costs. 57




---



##### Table of Contents



For the Three Months Ended


For the Six Months EndedJune 30,


June 30,2008


2007


2008


2007Number of properties acquired by AMB Institutional Alliance
    Fund III, L.P.


1



7



4



13Square feet


119,839



1,337,425



997,611



2,829,416Expected investment

$
7,668


$
124,223


$
101,056


$
228,518Number of properties acquired by AMB Europe Fund I, FCP-FIS


2



4



3



4Square feet


683,518



1,345,315



848,313



1,345,315Expected investment

$
86,476


$
125,395


$
154,499


$
125,395Number of properties acquired by AMB Japan Fund I,
    L.P.






1







2Square feet






925,564







1,062,695Expected investment

$



$
158,660


$



$
175,943Number of properties acquired by AMB-SGP Mexico, LLC






3







3Square feet






1,638,171







1,638,171Expected investment

$



$
69,688


$



$
69,688Number of properties acquired by AMB Partners II, L.P.














Square feet














Expected investment

$



$



$



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


3



3



6



4Square feet


744,688



198,881



1,688,906



361,052Expected investment

$
52,071


$
16,644


$
135,544


$
36,823Total number of properties acquired


6



18



13



26Total square feet


1,548,045



5,445,356



3,534,830



7,236,649Total acquisition cost

$
140,263


$
487,589


$
380,107


$
624,554Total acquisition capital


5,952



7,021



10,992



11,813Total expected investment

$
146,215


$
494,610


$
391,099


$
636,367   OFF-BALANCE
    SHEET ARRANGEMENTS
  Standby Letters of Credit.
  Guarantees and Contribution
    Obligations.
   58




---



##### Table of Contents



364-day
  Performance and Surety Bonds.
  Promoted Interests and Other Contractual
    Obligations.
  SUPPLEMENTAL
    EARNINGS MEASURES
  Funds From Operations (FFO) and Funds From
    Operations Per Share and Unit
    (FFOPS).
   59




---



##### Table of Contents



60




---



##### Table of Contents



For the Three Months


For the Six MonthsEnded June 30,


Ended June 30,2008


2007


2008


2007Net income available to common unitholders(1)

$
75,165


$
118,547


$
115,400


$
141,233Income available to common unitholders attributable to limited
    partners


(2,098
)


(7,157
)


(3,353
)


(8,113
)Gains from sale or contribution of real estate, net of minority
    interests(2)


(803
)


(75,091
)


(22,169
)


(75,262
)Depreciation and amortization:Total depreciation and amortization


40,841



40,173



82,462



80,564Discontinued operations depreciation


51



1,314



103



1,948Non-real estate depreciation


(2,155
)


(1,401
)


(3,789
)


(2,578
)Adjustments to derive FFO from consolidated co-investment
    ventures:Co-investment venture partners minority interests (Net
    income)


6,103



7,912



25,047



14,904Limited partnership unitholders minority interests (Net
    income)


1,740



3,928



2,719



4,321Limited partnership unitholders minority interests
    (Development gains)


1,175



1,251



1,704



1,801Discontinued operations minority interests (Net income)


9



253



396



526FFO attributable to minority interests


(16,417
)


(15,312
)


(32,993
)


(31,616
)Adjustments to derive FFO from unconsolidated co-investment
    ventures:Our share of net income


(6,059
)


(1,748
)


(8,987
)


(3,861
)Our share of FFO


12,276



5,805



21,138



11,480Funds from operations

$
109,828


$
78,474


$
177,678


$
135,347Basic FFO per common unit

$
1.09


$
0.76


$
1.75


$
1.35Diluted FFO per common unit

$
1.06


$
0.74


$
1.71


$
1.32Weighted average common units:Basic


101,055,221



103,382,918



101,407,966



100,193,117Diluted


103,404,533



105,806,524



103,640,613



102,866,432     (1)
    
    Includes gains from undepreciated land sales of
    $0.0 million and $0.2 million for the three and six
    months ended June 30, 2007, respectively, and none for 2008.  SS NOI.
 61




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##### Table of Contents



For the Three Months  Ended


For the Six Months EndedJune 30,


June 30,2008


2007


2008


2007Net income

$
79,117


$
122,517


$
123,304


$
150,745Private capital revenues


(41,413
)


(8,518
)


(51,336
)


(14,443
)Depreciation and amortization


40,841



40,173



82,462



80,564General and administrative


33,794



30,260



68,947



60,114Fund costs


384



277



606



518Impairment losses














257Other expenses


1,422



1,139



1,330



2,051Total other income and expenses


(1,815
)


(78,772
)


(16,007
)


(64,381
)Total minority interests share of income


8,592



11,673



33,491



20,919Total discontinued operations


(1,144
)


(2,434
)


(2,575
)


(5,518
)Net Operating Income (NOI)


119,778



116,315



240,222



230,826Less non same store NOI


(16,122
)


(13,552
)


(31,064
)


(26,845
)Less non-cash adjustments(1)


(27
)


(1,119
)


(364
)


(2,927
)Cash basis same store NOI

$
103,629


$
101,644


$
208,794


$
201,054     (1)
    
    Non-cash adjustments include straight-line rents and
    amortization of lease intangibles for the same store pool only. 62




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##### Table of Contents



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


125,897,660Occupancy percentage(3)


95.2
%Average occupancy percentage


94.6
%Weighted average lease terms(years):Original


6.2Remaining


3.5Trailing four quarter tenant retention


70.4
%Trailing four quarter rent change on renewals and rollovers:(4)Percentage


4.3
%Same space square footage commencing (millions)


19.1Trailing four quarter second generation leasing activity:(5)Tenant improvements and leasing commissions per sq. ft.:Retained

$
1.28Re-tenanted

$
3.37Weighted average

$
2.00Square footage commencing (millions)


22.7     (1)
    
    Schedule includes owned and managed operating properties which
    we define as properties in which we have at least a 10%
    ownership interest, for which we are the property or asset
    manager, and which we currently intend to hold for the
    long-term. This excludes development and renovation projects and
    recently completed development projects available for sale or
    contribution.(2)
    
    In addition to owned square feet as of June 30, 2008, we
    managed, but did not have an ownership interest in,
    approximately 0.4 million additional square feet of
    properties. As of June 30, 2008, one of our subsidiaries
    also managed approximately 1.1 million additional square
    feet of properties representing the IAT portfolio on behalf of
    the IAT Air Cargo Facilities Income Fund. As of June 30,
    2008, we also had investments in 7.3 million square feet of
    operating properties through our investments in non-managed
    unconsolidated joint ventures and 0.1 million square feet,
    which is the location of our global headquarters.(3)
    
    On a consolidated basis, we had approximately 79.9 million
    rentable square feet with an occupancy rate of 95.5% at
    June 30, 2008.(4)
    
    Rent changes on renewals and rollovers are calculated as the
    difference, weighted by square feet, of the net ABR due the
    first month of a term commencement and the net ABR due the
    last month of the former tenants term. If free rent is
    granted, then the first positive full rent value is used as a
    point of comparison. The rental amounts exclude base stop
    amounts, holdover rent and premium rent charges. If either the
    previous or current lease terms are under 12 months, then
    they are excluded from this calculation. If the lease is first
    generation or there is no prior lease for comparison, then it is
    excluded from this calculation.(5)
    
    Second generation tenant improvements and leasing commissions
    per square foot are the total cost of tenant improvements,
    leasing commissions and other leasing costs incurred during
    leasing of second generation space divided by the total square
    feet leased. Costs incurred prior to leasing available space are
    not included until such space is leased. Second generation space
    excludes newly developed square footage or square footage vacant
    at acquisition. 63




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##### Table of Contents



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


For the SixMonths Ended


Months EndedJune 30,


June 30,Same Store Pool(2)

2008


2008Square feet in same store pool(3)


101,123,122



101,123,122% of total square feet


80.3
%


80.3
%Occupancy percentage(3)


95.2
%


95.2
%Average occupancy percentage


94.6
%


94.6
%Weighted average lease terms (years):Original


6.0



6.0Remaining


3.1



3.1Trailing four quarter tenant retention


70.4
%


70.4
%Trailing four quarters rent change on renewals and rollovers:(4)Percentage


3.9
%


3.9
%Same space square footage commencing (millions)


18.5



18.5Growth % increase (decrease) (including straight-line rents):Revenues(5)


3.5
%


4.8
%Expenses(5)


5.0
%


5.1
%Net operating income(5)(6)


3.0
%


4.7
%Growth % increase (decrease) (excluding straight-line rents):Revenues(5)


4.0
%


5.4
%Expenses(5)


5.0
%


5.1
%Net operating income(5)(6)


3.7
%


5.5
%     (1)
    
    Schedule includes owned and managed operating properties which
    we define as properties in which we have at least a 10%
    ownership interest, for which we are the property or asset
    manager, and which we currently intend to hold for the
    long-term. This excludes development and renovation projects and
    recently completed development projects available for sale or
    contribution.(2)
    
    Same store pool includes all properties that are owned as of
    both the current and prior year reporting periods and excludes
    development properties for both the current and prior reporting
    years. The same store pool is set annually and excludes
    properties purchased and developments stabilized (generally
    defined as properties that are 90% leased or properties that
    have been substantially complete for at least 12 months)
    after December 31, 2006.(3)
    
    On a consolidated basis, we had approximately 75.3 million
    square feet with an occupancy rate of 95.4% at June 30,
    2008.(4)
    
    Rent changes on renewals and rollovers are calculated as the
    difference, weighted by square feet, of the net ABR due the
    first month of a term commencement and the net ABR due the
    last month of the former tenants term. If free rent is
    granted, then the first positive full rent value is used as a
    point of comparison. The rental amounts exclude base stop
    amounts, holdover rent and premium rent charges. If either the
    previous or current lease terms are under 12 months, then
    they are excluded from this calculation. If the lease is first
    generation or there is no prior lease for comparison, then it is
    excluded from this calculation.(5)
    
    For the three months ended June 30, 2008, on a consolidated
    basis, the percentage change was 1.8%, 3.7% and 1.1%,
    respectively, for revenues, expenses and NOI (including
    straight-line rents) and 2.4%, 3.7% and 2.0%, respectively, for
    revenues, expenses and NOI (excluding straight-line rents). For
    the six months ended June 30, 2008, on a consolidated
    basis, the percentage change was 3.0%, 2.8% and 3.0%,
    respectively, for revenues, 64




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##### Table of Contents



expenses and NOI (including straight-line rents) and 3.5%, 2.8%
    and 3.8%, respectively, for revenues, expenses and NOI
    (excluding straight-line rents).(6)
    
    See Part I, Item 2: Managements Discussion
    and Analysis of Financial Condition and Results of
    Operations  Supplemental Earnings Measures for
    a discussion of same store net operating income and cash-basis
    same store net operating income and a reconciliation of same
    store net operating income and cash-basis same store net
    operating income and net income.  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk      2008


2009


2010


2011


2012


Thereafter


TotalFixed rate debt(1)

$
123,280


$
511,685


$
419,766


$
263,555


$
449,749


$
931,255


$
2,699,290Average interest rate


3.8
%


4.0
%


6.5
%


6.7
%


5.9
%


6.2
%


5.7
%Variable rate debt(2)

$
130,569


$
171,754


$
527,674


$
417,335


$
75,303


$
103,461


$
1,426,096Average interest rate


2.3
%


2.9
%


2.8
%


2.7
%


3.5
%


3.6
%


2.8
%Interest payments

$
7,643


$
25,569


$
42,100


$
28,869


$
29,116


$
61,671


$
194,968     (1)
    
    Represents 65.4% of all outstanding debt at June 30, 2008.(2)
    
    Represents 34.6% of all outstanding debt at June 30, 2008.      Financial Instruments.
 65




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##### Table of Contents



Maturity DatesSeptember 30,


September 27,


NotionalRelated Derivatives (In thousands)

2008


2009


Amount


Fair ValueInterest Rate Swaps USANotional Amount





$
325,000


$
325,000Receive Floating(%)






1M US LIBORPay Fixed Rate(%)






2.50
%Fair Market Value (USD)





$
2,104






$
2,104Foreign Exchange Forward ContractsFX Forward Contract, Euro:Notional Amount (USD)

$
181,566






$
181,566Forward Strike Rate

$
1.56719/30/08 Forward Rate as of 6/30/2008

$
1.5684Fair Market Value (USD)

$
(21
)









$
(21
)FX Forward Contract, GBP:Notional Amount (USD)

$
89,255






$
89,255Forward Strike Rate

$
1.99009/30/08 Forward Rate as of 6/30/2008

$
1.9789Fair Market Value (USD)

$
25










$
25Total









$
595,821


$
2,108   International Operations.
    Item 4.
    Controls
    and Procedures   66




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##### Table of Contents



Rule 13a-15(b)
   67




---



##### Table of Contents



PART II  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Form 10-K
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information   68




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##### Table of Contents



Item 6.
    Exhibits  No. 001-13545.
  ExhibitNumber

Description4
.1

$325,000,000 Fixed Rate Note No. FXR-C-2, attaching the Parent
    Guarantee. (incorporated by reference to Exhibit 4.1 of AMB
    Property, L.P.s Current Report on Form 8-K filed on May 1,
    2008).10
.1

AMB Property, L.P. Guaranteed Multicurrency Revolving Facility
    Agreement, dated as of May 30, 2008, by and among AMB Fund
    Management S.à. r.l. acting on its own name but on behalf
    of AMB Europe Fund I, FCP-FIS, as logistics fund, affiliates of
    AMB Europe Fund I, FCP-FIS as listed therein, financial
    institutions as listed therein as original lenders (and other
    lenders that are from time to time parties thereto), AMB
    Property, L.P., as loan guarantor, and ING Real Estate Finance
    NV, as facility agent. (incorporated by reference to Exhibit
    10.1 of AMB Property, L.P.s Current Report on Form 8-K
    filed on June 5, 2008).10
.2

Loan Guarantee, dated as of May 30, 2008, by AMB Property, L.P.,
    as Guarantor, for the benefit of the facility agent and the
    lenders that are from time to time parties to that certain AMB
    Property, L.P. Guaranteed Multicurrency Revolving Facility
    Agreement, dated as of May 30, 2008, among AMB Fund Management
    S.à. r.l. acting on its own name but on behalf of AMB
    Europe Fund I, FCP-FIS as the logistics fund, AMB Property, L.P.
    as the loan guarantor, the financial institutions listed therein
    as original lenders (and other lenders that are from time to
    time parties thereto) and ING Real Estate Finance N.V., as the
    facility agent. (incorporated by reference to Exhibit 10.2 of
    AMB Property, L.P.s Current Report on Form 8-K filed on
    June 5, 2008).10
.3

Counter-Indemnity, dated May 30, 2008, by and between AMB
    Property, L.P. and AMB Fund Management S.à. r.l. on behalf
    of AMB Europe Fund I, FCP-FIS. (incorporated by reference to
    Exhibit 10.3 of AMB Property, L.P.s Current Report on Form
    8-K filed on June 5, 2008).31
.1

Rule 13a-14(a)/15d-14(a) Certifications dated August 12, 2008.32
.1

18 U.S.C. § 1350 Certifications dated August 12, 2008.
    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.  69




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##### Table of Contents



SIGNATURES
    By:
    AMB PROPERTY,
    L.P., RegistrantBy:
    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)
   70