##### 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
    March 31, 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

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

(I.R.S. Employer
    Identification No.)Pier 1, Bay 1, San Francisco, California

94111(Address of Principal Executive
    Offices)

(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 March 31,
    2008 and December 31, 2007


1Consolidated Statements of Operations for the
    Three Months Ended March 31, 2008 and 2007


2Consolidated Statement of Partners Capital
    for the Three Months Ended March 31, 2008


3Consolidated Statements of Cash Flows for the
    Three Months Ended March 31, 2008 and 2007


4Notes to Consolidated Financial Statements


5Item 2.


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


28Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


58Item 4.


Controls and Procedures


60PART II. OTHER INFORMATIONItem 1.


Legal Proceedings


61Item 1A.


Risk Factors


61Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


61Item 3.


Defaults Upon Senior Securities


61Item 4.


Submission of Matters to a Vote of Security
    Holders


61Item 5.


Other Information


61Item 6.


Exhibits


62EXHIBIT 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
    March 31, 2008 and December 31, 2007  March 31,


December 31,2008


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

$
1,255,500


$
1,276,621Buildings and improvements


3,760,206



3,777,210Construction in progress


1,870,029



1,655,714Total investments in properties


6,885,735



6,709,545Accumulated depreciation and amortization


(941,413
)


(916,686
)Net investments in properties


5,944,322



5,792,859Investments in unconsolidated ventures


366,385



356,194Properties held for contribution, net


559,131



488,339Properties held for divestiture, net


42,893



40,513Net investments in real estate


6,912,731



6,677,905Cash and cash equivalents


256,620



220,224Restricted cash


65,869



30,192Accounts receivable, net of allowance for doubtful accounts of
    $9,185 and $7,378, respectively


181,910



184,270Deferred financing costs, net


23,675



23,313Other assets


248,449



126,499Total assets

$
7,689,254


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

$
1,452,416


$
1,471,087Unsecured senior debt


1,003,435



1,003,123Unsecured credit facilities


960,479



876,105Other debt


569,844



144,529Total debt


3,986,174



3,494,844Security deposits


46,404



40,842Distributions payable


56,280



54,907Accounts payable and other liabilities


219,294



210,447Total liabilities


4,308,152



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


512,573



517,572Preferred unitholders


109,260



109,805Total minority interests


621,833



627,377Partners capital:General partner, 97,669,394 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


2,690,834



2,763,952Limited partners, 2,717,454 and 2,733,894 units,
    respectively


68,435



70,034Total partners capital


2,759,269



2,833,986Total liabilities and partners capital

$
7,689,254


$
7,262,403    1




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##### Table of Contents



AMB
    PROPERTY, L.P.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 For the
    Three Months Ended March 31, 2008 and 2007
  2008


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

$
166,563


$
158,580Private capital revenues


9,923



5,925Total revenues


176,486



164,505COSTS AND EXPENSESProperty operating expenses


(25,314
)


(25,029
)Real estate taxes


(20,857
)


(18,657
)Depreciation and amortization


(41,669
)


(40,454
)General and administrative


(35,153
)


(29,854
)Fund costs


(222
)


(241
)Impairment losses






(257
)Other expenses


92



(912
)Total costs and expenses


(123,123
)


(115,404
)OTHER INCOME AND EXPENSESDevelopment profits, net of taxes


17,820



12,192Gains from sale or contribution of real estate interests, net


19,967



136Equity in earnings of unconsolidated co-investment ventures, net


2,928



2,113Other income


4,436



5,507Interest expense, including amortization


(30,928
)


(34,395
)Total other income and expenses, net


14,223



(14,447
)Income before minority interests, discontinued operations


67,586



34,654Minority interests share of income:Co-investment venture partners share of income before
    minority interests and discontinued operations


(18,944
)


(7,192
)Co-investment venture partners share of development
    (profits) losses


(4,213
)


(12
)Preferred unitholders


(1,742
)


(2,242
)Total minority interests share of income


(24,899
)


(9,446
)Income from continuing operations


42,687



25,208Discontinued operations:Income attributable to discontinued operations, net of minority
    interests


43



2,976Gains from dispositions of real estate, net of minority interests


1,457



44Total discontinued operations


1,500



3,020Net income


44,187



28,228Series L, M, O and P preferred unit distributions


(3,952
)


(3,952
)Series J and K preferred unit distributions






(1,590
)Net income available to common unitholders

$
40,235


$
22,686Income available to common unitholders attributable to:General partner

$
38,980


$
21,730Limited partners


1,255



956Net income available to common unitholders

$
40,235


$
22,686Basic income per common unitIncome from continuing operations (after preferred unit
    distributions and preferred unit redemption discount /issuance
    costs)

$
0.39


$
0.20Discontinued operations


0.01



0.03Net income available to common unitholders

$
0.40


$
0.23Diluted income per common unitIncome from continuing operations (after preferred unit
    distributions and preferred unit redemption discount/issuance
    costs)

$
0.38


$
0.20Discontinued operations


0.01



0.03Net income available to common unitholders

$
0.39


$
0.23WEIGHTED AVERAGE COMMON UNITS OUTSTANDINGBasic


101,728,152



96,943,042Diluted


103,766,504



99,776,750    2




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##### Table of Contents



AMB
    PROPERTY, L.P.



CONSOLIDATED
    STATEMENT OF PARTNERS CAPITAL

For the
    Three Months Ended March 31, 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






3,952







38,980







1,255Unrealized loss on securities and derivatives














(3,183
)






Currency translation adjustment














29,354







Total comprehensive income


























70,358Stock-based compensation amortization and issuance of common
    limited partnership units in connection with the issuance of
    restricted stock and options










424,172



6,529











6,529Issuance of common limited partnership units in connection with
    the exercise of stock options










13,276



484











484Conversion of operating partnership units to common stock










16,440



844



(16,440
)


(329
)


515Forfeiture of common limited partnership units in connection
    with the forfeiture of restricted stock














(1,362
)










(1,362
)Repurchase of preferred units


























Repurchase of common units










(1,765,591
)


(87,696
)










(87,696
)Offering costs














(10
)










(10
)Reallocation of interests














(6,249
)






(457
)


(6,706
)Distributions






(3,952
)






(50,809
)






(2,068
)


(56,829
)Balance as of March 31, 2008


9,300,000


$
223,412



97,669,394


$
2,467,422



2,717,454


$
68,435


$
2,759,269    3




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##### Table of Contents



AMB
    PROPERTY, L.P.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 For the
    Three Months Ended March 31, 2008 and 2007
  2008


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

$
44,187


$
28,228Adjustments to net income:Straight-line rents and amortization of lease intangibles


(3,332
)


(2,715
)Depreciation and amortization


41,669



40,454Impairment losses






257Exchange losses


(146
)


Stock-based compensation amortization


6,529



5,108Equity in earnings of unconsolidated co-investment ventures


(2,928
)


(2,113
)Operating distributions received from unconsolidated
    co-investment ventures


7,121



3,712Gains from sale or contribution of real estate interests, net


(19,967
)


(136
)Development profits, net of taxes


(17,820
)


(12,192
)Debt premiums, discounts and finance cost amortization, net


1,895



(578
)Total minority interests share of net income


24,899



9,446Discontinued operations:Depreciation and amortization


4



571Co-investment venture partners share of net income (loss)


388



(64
)Gains from dispositions of real estate, net of minority interests


(1,457
)


(44
)Changes in assets and liabilities:Accounts receivable and other assets


(1,056
)


(15,802
)Accounts payable and other liabilities


(17,542
)


1,828Net cash provided by operating activities


62,444



55,960CASH FLOWS FROM INVESTING ACTIVITIESChange in restricted cash


(34,572
)


(5,243
)Cash paid for property acquisitions


(99,882
)


(18,553
)Additions to land, buildings, development costs, building
    improvements and lease costs


(229,620
)


(243,638
)Net proceeds from divestiture of real estate


206,784



114,107Additions to interests in unconsolidated co-investment ventures


(21,007
)


(8,873
)Capital distributions received from unconsolidated co-investment
    ventures


2,761



36Loans made to affiliates


(75,789
)


Net cash used in investing activities


(251,325
)


(162,164
)CASH FLOWS FROM FINANCING ACTIVITIESIssuance of common units, net


484



491,405Repurchase and retirement of common units


(87,696
)


Borrowings on secured debt


653



446,351Payments on secured debt


(44,664
)


(198,351
)Borrowings on other debt


425,000



Payments on other debt


(197
)


(2,158
)Borrowings on unsecured credit facilities


582,184



241,183Payments on unsecured credit facilities


(568,857
)


(625,083
)Payment of financing fees


(2,151
)


(10,489
)Net proceeds from issuances of senior debt






24,997Payments on senior debt






(70,000
)Contributions from co-investment venture partners


1,065



1,111Distributions paid to partners


(53,389
)


(46,421
)Distributions to minority interests, including preferred units


(32,914
)


(61,572
)Net cash provided by financing activities


219,518



190,973Net effect of exchange rate changes on cash


5,759



286Net increase in cash and cash equivalents


36,396



85,055Cash and cash equivalents at beginning of period


220,224



174,763Cash and cash equivalents at end of period

$
256,620


$
259,818Supplemental Disclosures of Cash Flow InformationCash paid for interest, net of capitalized interest

$
27,905


$
34,932Non-cash transactions:Acquisition of properties

$
101,420


$
18,109Assumption of other assets and liabilities


(572
)


473Acquisition capital


(966
)


(29
)Net cash paid for property acquisitions

$
99,882


$
18,553Contribution of properties to unconsolidated co-investment
    ventures, net

$
4,406


$
8,751    4




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
 March 31, 2008
 (unaudited)
  1.
    Organization
    and Formation of the Company  ® ®
         5




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    on an owned and managed basis, which includes investments held
    on a consolidated basis or through unconsolidated co-investment
    ventures, the Operating Partnership owned or partially owned
    approximately 121.7 million square feet (principally
    warehouse distribution buildings) that were 94.8% 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
    18.2 million square feet upon completion;
    on an owned and managed basis, which includes investments held
    on a consolidated basis or through unconsolidated co-investment
    ventures, the Operating Partnership owned 10 development
    projects, totaling approximately 2.8 million square feet,
    which are available for sale or contribution;
    through non-managed unconsolidated co-investment ventures, the
    Operating Partnership had investments in 46 industrial operating
    properties, totaling approximately 7.4 million square
    feet; and
    the Operating Partnership held approximately 0.1 million
    square feet through a ground lease, which is the location of the
    Operating Partnerships global headquarters.  2.
    Interim
    Financial Statements    Form 10-K,
    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,
    Level 1.
 7




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Level 2.
  Level 3.
  Fair Value Measurements on a Recurring Basis as of
    March 31, 2008Netting


Assets/LiabilitiesLevel 1


Level 2


Level 3


Adjustments


at Fair ValueAssets:Deferred compensation plan

$
18,599


$



$



$
(574
)

$
18,025Derivative assets


1,191















1,191Investment securities


19,057











2,509



21,566Liabilities:Derivative liabilities


(786
)










(2,331
)


(3,117
)Deferred compensation plan


18,599











(574
)


18,025     The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an Amendment of FASB Statement
    No. 115,
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  An Amendment of ARB No. 51
 8




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  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 ThreeMonths EndedMarch 31,2008


2007Number of completed development projects


1



2Square feet


40,359



145,803Gross sales price

$
8,777


$
24,698Development gains, net of taxes

$
1,015


$
3,303  9




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the ThreeMonths EndedMarch 31,2008


2007Number of projects contributed to AMB Institutional Alliance
    Fund III, L.P.


2



1Square feet


1,003,377



298,000Number of projects contributed to AMB-SGP Mexico, LLC






1Square feet






217,514Number of land parcels contributed to AMB DFS Fund I, LLC






2Square feet






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


1



Square feet


110,701



Total number of contributed development assets


3



4Total square feet


1,114,078



515,514Development gains, net of taxes

$
16,805


$
8,889   Gains from Sale or Contribution of Real Estate
    Interests. AMB-SGP third-party
  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 ThreeMonths EndedMarch 31,2008


2007Rental revenues

$
776


$
3,461Straight-line rents and amortization of lease intangibles


(199
)


(22
)Property operating expenses


(104
)


(378
)Real estate taxes


(64
)


(252
)Depreciation and amortization


(4
)


(571
)Other income and expenses, net


36



2Interest, including amortization


(10
)


672Co-investment venture partners share of income (loss)


(388
)


64Income attributable to discontinued operations

$
43


$
2,976     March 31,


December 31,2008


2007Other assets

$
1,209


$
849Accounts payable and other liabilities

$
5,133


$
8,616   5.
    Debt    March 31,


December 31,2008


2007Wholly-owned secured debt, varying interest rates from 1.1% to
    8.6%, due April 2008 to January 2017 (weighted average interest
    rate of 3.5% and 4.0% at March 31, 2008 and
    December 31, 2007, respectively)

$
366,187


$
351,032Consolidated co-investment venture secured debt, varying
    interest rates from 3.5% to 9.4%, due May 2008 to February 2024
    (weighted average interest rates of 5.8% and 6.1% at
    March 31, 2008 and December 31, 2007, respectively)


1,082,362



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


1,012,491



1,012,491Other debt, varying interest rates from 3.4% to 7.5%, due May
    2008 to November 2015 (weighted average interest rates of 4.0%
    and 6.0% at March 31, 2008 and December 31, 2007,
    respectively)


569,844



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


960,479



876,105Total debt before unamortized net premiums (discounts)


3,991,363



3,499,998Unamortized net premiums (discounts)


(5,189
)


(5,154
)Total consolidated debt

$
3,986,174


$
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




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##### Table of Contents



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


Consolidated


UnsecuredPartnership


Co-investment


Senior


UnsecuredSecured


Venture Secured


Debt


Credit


OtherDebt


Debt


Securities


Facilities


Debt


Total2008

$
114,813


$
72,915


$
175,000


$



$
113,723


$
476,4512009


126,110



111,396



100,000







325,873



663,3792010


65,905



104,361



250,000



632,240



941



1,053,4472011


115



188,886



75,000



328,239



1,014



593,2542012


4,383



459,366











61,093



524,8422013


4,116



48,644



175,000







65,920



293,6802014


4,255



4,102











616



8,9732015


4,397



18,806



112,491







664



136,3582016


4,545



54,795















59,3402017


37,548



1,973















39,521Thereafter






17,118



125,000











142,118Sub Total


366,187



1,082,362



1,012,491



960,479



569,844



3,991,363Unamortized net premiums (discounts)


923



2,944



(9,056
)










(5,189
)Total consolidated debt

$
367,110


$
1,085,306


$
1,003,435


$
960,479


$
569,844


$
3,986,174   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


March 31,


December 31,


March 31,


December 31,


March 31,


December 31,Co-investment Venture

Co-investment Venture Partner

Percentage


2008


2007


2008


2007


2008


2007AMB/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
%


705,196



694,490



318,506



319,956



65,000



65,000AMB-SGP, L.P.

Industrial JV Pte. Ltd.(3)


50
%


456,579



454,794



345,457



346,638







AMB Institutional Alliance Fund II, L.P.

AMB Institutional Alliance REIT II, Inc.(4)


20
%


531,011



529,148



236,976



238,284



60,000



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

PMT, SPW and TNO(5)


39
%


156,510



156,468



82,674



83,151







Other Industrial Operating Ventures




92
%


259,322



209,554



28,376



28,570







Other Industrial Development Ventures




82
%


354,658



410,847



73,317



82,403







Total







$
2,463,276


$
2,509,046


$
1,085,306


$
1,119,028


$
125,000


$
125,000     (1)
    
    During the three months ended March 31, 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 March 31, 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)
     March 31,


December 31,


Redemption/Callable2008


2007


DateCo-investment venture partners

$
512,573


$
517,572



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


31,699



32,244



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


77,561



77,561



February 2012Total minority interests

$
621,833


$
627,377     For the Three MonthsEnded March 31,2008


2007Co-investment venture partners

$
18,944


$
7,192Co-investment venture partners share of development profits


4,213



12Held through AMB Property II, L.P.:Class B common limited partnership units


310



133Series D preferred units (liquidation preference of $79,767)


1,432



1,599Series I preferred units (liquidation preference of $25,500)






510Total minority interests share of net income

$
24,899


$
9,446        16




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##### Table of Contents



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


March 31,


December 31,


OwnershipUnconsolidated Co-investment Ventures

Feet


2008


2007


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


24,085,275


$
133,535


$
135,710



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


8,490,854



63,126



49,893



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


5,392,336



57,998



54,733



20
%AMB-SGP Mexico, LLC(4)


4,903,596



12,740



12,557



20
%AMB DFS Fund I, LLC(5)


1,327,934



20,649



22,004



15
%Other Industrial Operating Ventures


7,418,749



47,882



48,555



55
%G. Accion, S.A. de C.V. (G.Accion)(6)


n/a



30,455



32,742



39
%Total Unconsolidated Co-investment Ventures


51,618,744


$
366,385


$
356,194     (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 year-end
    exchange rates for balance sheet amounts and at the average
    exchange rates in effect for income statement amounts during the
    three months ended March 31, 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 year-end
    exchange rates for balance sheet amounts and 17




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  at the average exchange rates in effect for income statement
    amounts during the three months ended March 31, 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)
    
    The Operating Partnership has an approximate 39% unconsolidated
    equity interest in G.Accion, a Mexican real estate company.
    G.Accion provides management and development services for
    industrial, retail and residential properties in Mexico.    For the Three Months Ended


For the Three Months EndedMarch 31, 2008


March 31, 2007Income (Loss)











Income (Loss)Property


from


Net





Property


from


NetOperating


Continuing


Income





Operating


Continuing


IncomeUnconsolidated Co-investment Ventures:

Revenues


Expenses


Operations


(Loss)


Revenues


Expenses


Operations


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

$
44,082


$
(11,653
)

$
3,653


$
3,653


$
29,480


$
(7,708
)

$
2,912


$
2,927AMB Japan Fund I, L.P.(2)


17,706



(3,383
)


2,121



2,121



10,947



(2,345
)


1,063



1,063AMB Europe Fund I, FCP-FIS(3)


21,862



(4,006
)


(922
)


(922
)














AMB-SGP Mexico, LLC(4)


7,209



(1,325
)


(1,336
)


(1,336
)


4,307



(699
)


(2,119
)


(2,119
)AMB DFS Fund I, LLC(5)


34,324



(27,502
)


6,822



6,822







(39
)


(39
)


(39
)Total Co-investment Operating Ventures


125,183



(47,869
)


10,338



10,338



44,734



(10,791
)


1,817



1,832Other Industrial Operating Ventures


9,533



(2,006
)


3,440



3,440



9,478



(1,995
)


3,254



3,247Total

$
134,716


$
(49,875
)

$
13,778


$
13,778


$
54,212


$
(12,786
)

$
5,071


$
5,079     (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 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 year-end
    exchange rates for balance sheet amounts and at the average
    exchange rates in effect for income statement amounts during the
    three months ended March 31, 2008 and 2007.(3)
    
    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 year-end
    exchange rates for balance sheet amounts and at the average
    exchange rates in effect for income statement amounts during the
    three months ended March 31, 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.   18




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  co-investment
    co-investment co-investment
    open-ended
       19




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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 EndedMarch 31,Paying Entity

Security

2008


2007Operating Partnership

Common limited partnership units

$
0.520


$
0.500Operating Partnership

Series J preferred units


n/a


$
0.994Operating Partnership

Series K preferred units


n/a


$
0.994AMB Property II, L.P.

Class B common limited partnership units

$
0.520


$
0.500AMB Property II, L.P.

Series D preferred units

$
0.898


$
0.943AMB Property II, L.P.

Series I preferred units


n/a


$
1.000  20




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    risk-free
    For the Three Months Ended March 31, 2008Dividend

Expected

Risk-Free

Expected

FairYield

Volatility

Interest Rate

Life (Years)

Value3.9% - 4.1%

25.5% - 28.7%

2.7% - 2.9%

4.75 - 5.00

$8.45 - $9.04     9.
    Income
    Per Unit   21




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Three MonthsEnded March 31,2008


2007NumeratorIncome from continuing operations

$
42,687


$
25,208Preferred unit distributions


(3,952
)


(5,542
)Income from continuing operations (after preferred unit
    distributions)


38,735



19,666Total discontinued operations


1,500



3,020Net income available to common unitholders

$
40,235


$
22,686DenominatorBasic


101,728,152



96,943,042Stock options and restricted stock dilution(1)


2,038,352



2,833,708Diluted weighted average common units


103,766,504



99,776,750Basic income per common unitIncome from continuing operations (after preferred unit
    distributions)

$
0.39


$
0.20Discontinued operations


0.01



0.03Net income available to common unitholders

$
0.40


$
0.23Diluted income per common unitIncome from continuing operations (after preferred unit
    distributions)

$
0.38


$
0.20Discontinued operations


0.01



0.03Net income available to common unitholders

$
0.39


$
0.23     (1)
    
    Excludes anti-dilutive stock options of 1,524,258 and 302,938,
    for the three months ended March 31, 2008 and 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 22




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  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.  
    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 basis points acquisition fee on the acquisition cost of
    third party acquisitions, asset management priority
    distributions of 7.5% of net operating income on stabilized
    properties, 70 basis points of total projected costs as
    asset management fees on renovation or development properties,
    and incentive distributions of 15% of the return over a 9%
    internal rate of return and 20% of the return over a 12%
    internal rate of return to investors on a periodic basis or at
    the end of a funds life. In Japan, the Operating
    Partnership earns a 90 basis points acquisition fee on the
    acquisition cost of third party acquisitions, asset management
    priority distributions of 1.5% of 80% of the committed equity
    during the investment period and then 1.5% of unreturned equity,
    and incentive distributions of 20% of the return over a 10%
    internal rate of return and 25% of the return over a 13%
    internal rate of return to investors at the end of a funds
    life. In Europe, the Operating Partnership earns a 90 basis
    points acquisition fee on the acquisition cost of third party
    acquisitions, asset management fees of 75 basis points on
    the gross asset value of the fund, and incentive distributions
    of 20% of the return over a 9% internal rate of return and 25%
    of the return over a 12% internal rate of return to investors on
    a periodic basis. The accounting policies of the segment are the
    same as those described in the summary of significant accounting
    policies under Note 2, 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. 23




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##### Table of Contents



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


Property NOI(2)


Development GainsFor the Three Months


For the Three Months


For the Three MonthsEnded March 31,


Ended March 31,


Ended March 31,Segments(1)

2008


2007


2008


2007


2008


2007U.S. MarketsSouthern California

$
27,472


$
26,418


$
21,784


$
20,789


$
600


$
9,004No. New Jersey/New York


18,884



17,989



13,398



12,143







San Francisco Bay Area


21,658



21,465



16,126



16,959







Chicago


15,169



13,514



9,715



9,208



2,894



2,668On-Tarmac


13,155



13,460



7,381



7,276







South Florida


10,239



10,716



7,118



7,236



825



263Seattle


10,121



9,323



8,158



7,194



7,236



Non-U.S. MarketsEurope


1,105



12,432



875



10,333



6,084



Japan


5,016



4



3,850



(32
)


181



Other Markets


40,989



33,983



29,064



23,882







257Total markets


163,808



159,304



117,469



114,988



17,820



12,192Straight-line rents and amortization of lease intangibles


3,332



2,715



3,332



2,715







Discontinued operations


(577
)


(3,439
)


(409
)


(2,809
)






Private capitalPrivate capital income


9,923



5,925















Total

$
176,486


$
164,505


$
120,392


$
114,894


$
17,820


$
12,192     (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.   24




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Three MonthsEnded March 31,2008


2007Property NOI

$
120,392


$
114,894Private capital revenues


9,923



5,925Depreciation and amortization


(41,669
)


(40,454
)General and administrative


(35,153
)


(29,854
)Fund costs


(222
)


(241
)Impairment losses






(257
)Other expenses


92



(912
)Development profits, net of taxes


17,820



12,192Gains from dispositions of real estate interests


19,967



136Equity in earnings of unconsolidated co-investment ventures


2,928



2,113Other income


4,436



5,507Interest, including amortization


(30,928
)


(34,395
)Total minority interests share of income


(24,899
)


(9,446
)Total discontinued operations


1,500



3,020Net income

$
44,187


$
28,228     Total Assets as ofMarch 31,


December 31,2008


2007U.S. MarketsSouthern California

$
935,778


$
925,771No. New Jersey/New York


614,456



637,356San Francisco Bay Area


779,102



777,964Chicago


431,335



453,086On-Tarmac


193,026



201,235South Florida


383,885



384,110Seattle


343,326



383,893Non-U.S. MarketsEurope


280,806



254,740Japan


872,977



717,586Other Markets


2,119,274



1,891,077Total markets


6,953,965



6,626,818Investments in unconsolidated co-investment ventures


366,385



356,194Non-segment assets


368,904



279,391Total assets

$
7,689,254


$
7,262,403  25




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Commitments
    and Contingencies  Commitments
  Lease Commitments.
  Standby Letters of Credit.
  Guarantees and Contribution
    Obligations.
      Performance and Surety Bonds.
  Promoted Interests and Other Contractual
    Obligations.
  Contingencies
  Litigation.
 26




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Environmental Matters.
  General Uninsured Losses.
  Captive Insurance Company.
  12.
    Subsequent
    Events   27




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Some of the information included in this quarterly report on
    Form 10-Q
    contains forward-looking statements, which are made pursuant to
    the safe-harbor provisions of Section 21E of the Securities
    Exchange Act of 1934, as amended, and Section 27A of the
    Securities Act of 1933, as amended. Because these
    forward-looking statements involve numerous risks and
    uncertainties, there are important factors that could cause our
    actual results to differ materially from those in the
    forward-looking statements, and you should not rely on the
    forward-looking statements as predictions of future events. The
    events or circumstances reflected in 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, public opposition to these activities, as well as
    the risks associated with our expansion of and increased
    investment in our development business);
    risks of doing business internationally 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;
    our failure to maintain our current credit agency ratings;
    risks associated with equity and debt securities financings
    and issuances (including the risk of dilution); 28




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##### Table of Contents




    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
    
    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 grow our earnings from our private capital business
    through the contribution of properties or from the acquisition
    of new properties.  Real
    Estate Operations
   29




---



##### Table of Contents



Total/WeightedOwned and Managed Property Data(1)

The Americas


Europe


Asia


AverageAs of and for the three months ended March 31, 2008:Rentable square feet


104,696,746



8,736,410



8,291,384



121,724,540Occupancy percentage at period end(3)


94.6
%


97.1
%


95.8
%


94.8
%Same space square footage leased


17,725,008



913,456



464,812



19,103,276Trailing four quarter rent change on renewals and rollovers(2)(3)


5.0
%


(5.9
)%


3.6
%


4.2
%As of and for the three months ended March 31, 2007:Rentable square feet


94,678,038



4,231,348



4,265,824



103,175,210Occupancy percentage at period end(3)


95.1
%


99.2
%


94.1
%


95.2
%Same space square footage leased


16,795,035



42,334



192,391



17,029,760Trailing four quarter rent change on renewals and rollovers(2)(3)


3.6
%


(0.1
)%


1.0
%


3.6
%     (1)
    
    Schedule includes owned and managed operating properties which
    we define as properties in which we have at least a 10%
    ownership interest, for which we are the property or asset
    manager, and which we intend to hold for the long-term. This
    excludes development and renovation projects and recently
    completed development projects available for sale or
    contribution.(2)
    
    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.(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 4.5%, 0.0% and 49.4%,
    respectively. On a consolidated basis, for the Americas, Europe
    and Asia, occupancy percentage at period end for 2007 was 95.9%,
    99.2% and 100.0%, and trailing four quarter rent change on
    renewals and rollovers at period end for 2007 was 3.8%, (0.1)%
    and 0.0%, respectively. 30




---



##### Table of Contents



Development
    Business
        non-U.S. markets non-U.S. operating
   31




---



##### Table of Contents



Private
    Capital Business
        Summary
    of Key Transactions
    
    Acquired, on an owned and managed basis, seven properties in the
    Americas, Asia and Europe aggregating approximately
    2.0 million square feet for $244.9 million, including
    four properties aggregating approximately 0.9 million
    square feet for $161.4 million through unconsolidated
    co-investment ventures and three properties aggregating
    approximately 0.9 million square feet for
    $83.5 million acquired directly by us;
    Committed to four new development projects in the Americas
    totaling 1.1 million square feet with an estimated total
    investment of approximately $85.2 million;
    Acquired 145 acres of land for development in the Americas,
    Europe and Asia for approximately $50.1 million;
    Sold two development projects totaling approximately
    0.1 million square feet, including one project that is held
    in an unconsolidated co-investment venture, for an aggregate
    sale price of $43.1 million; and
    Contributed three completed development projects, aggregating
    approximately 1.1 million square feet to AMB Institutional
    Alliance Fund III, L.P. and AMB Europe Fund I, FCP-FIS,
    both unconsolidated co-investment ventures.      
    Obtained a $325 million unsecured term loan facility, which
    had a balance of $325 million outstanding as of
    March 31, 2008, with a weighted average interest rate of
    3.5%; 32




---



##### Table of Contents




    Obtained a $100 million unsecured money market loan, which
    had a balance of $100 million outstanding as of
    March 31, 2008, with a weighted average interest rate of
    3.6%; 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 co-investment
    ventures, we owned or partially owned approximately
    121.7 million square feet (principally warehouse
    distribution buildings) that were 94.8% leased;
    on an owned and managed basis, which include investments held on
    a consolidated basis or through unconsolidated co-investment
    ventures, we had investments in 55 development projects, which
    are expected to total approximately 18.2 million square
    feet upon completion;
    on an owned and managed basis, which include investments held on
    a consolidated basis or through unconsolidated co-investment
    ventures, we owned 10 development projects, totaling
    approximately 2.8 million square feet, which are available
    for sale or contribution;
    through non-managed unconsolidated co-investment ventures, we
    had investments in 46 industrial operating properties, totaling
    approximately 7.4 million square feet; and
    we held approximately 0.1 million square feet through a
    ground lease, which is the location of our global headquarters. 33




---



##### Table of Contents



® ® ®
  (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
     34




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##### Table of Contents



Growth
    Strategies
  Growth
    through Operations
    Growth
    through Development, Redevelopment and Value-Added
    Conversions
      Growth
    through Acquisitions and Capital Redeployment
   35




---



##### Table of Contents



Growth
    through Global Expansion
    ®
  Growth
    through Co-Investments
  15-50%
 36




---



##### Table of Contents



CONSOLIDATED
    RESULTS OF OPERATIONS
      For the
    Three Months Ended March 31, 2008 and 2007 (dollars in
    millions):
  For the ThreeMonths Ended March 31,Revenues

2008


2007


$ Change


% ChangeRental revenuesU.S. industrial:Same store

$
151.4


$
138.8


$
12.6



9.1
%2007 acquisitions


0.5







0.5



100.0
%Development


0.9



2.3



(1.4
)


(60.9
)%Other industrial


2.7



0.5



2.2



440.0
%Non U.S. industrial


11.1



17.0



(5.9
)


(34.7
)%Total rental revenues


166.6



158.6



8.0



5.0
%Private capital revenues


9.9



5.9



4.0



67.8
%Total revenues

$
176.5


$
164.5


$
12.0



7.3
%   non-U.S. industrial
 37




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##### Table of Contents



For the ThreeMonths EndedMarch 31,Costs and Expenses

2008


2007


$ Change


% ChangeProperty operating costs:Rental expenses

$
25.3


$
25.0


$
0.3



1.2
%Real estate taxes


20.8



18.6



2.2



11.8
%Total property operating costs

$
46.1


$
43.6


$
2.5



5.7
%Property operating costsU.S. industrial:Same store

$
39.9


$
38.6


$
1.3



3.4
%2007 acquisitions


0.1







0.1



100.0
%Development


1.2



0.9



0.3



33.3
%Other industrial


0.9







0.9



100.0
%Non-U.S.
    industrial


4.0



4.1



(0.1
)


(2.4
)%Total property operating costs


46.1



43.6



2.5



5.7
%Depreciation and amortization


41.7



40.4



1.3



3.2
%General and administrative


35.2



30.0



5.2



17.3
%Fund costs


0.2



0.2








%Impairment losses






0.3



(0.3
)


(100.0
)%Other expenses


(0.1
)


0.9



(1.0
)


(111.1
)%Total costs and expenses

$
123.1


$
115.4


$
7.7



6.7
%   non-U.S. industrial
 38




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##### Table of Contents



For the ThreeMonths EndedMarch 31,Other Income and (Expenses)

2008


2007


$ Change


% ChangeDevelopment profits, net of taxes

$
17.8


$
12.2


$
5.6



45.9
%Gains from dispositions of real estate interests, net


20.0



0.1



19.9



19,900.0
%Equity in earnings of unconsolidated co-investment ventures, net


2.9



2.1



0.8



38.1
%Other income


4.4



5.5



(1.1
)


(20.0
)%Interest expense, including amortization


(30.9
)


(34.4
)


(3.5
)


(10.2
)%Total other income and (expenses), net

$
14.2


$
(14.5
)

$
(28.7
)


(197.9
)%     For the ThreeMonths EndedMarch 31,Discontinued Operations

2008


2007


$ Change


% ChangeIncome attributable to discontinued operations, net of minority
    interests

$



$
3.0


$
(3.0
)


(100.0
)%Development gains and gains from dispositions of real estate,
    net of taxes and minority interests


1.5







1.5



100.0
%Total discontinued operations

$
1.5


$
3.0


$
(1.5
)


(50.0
)%  39




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##### Table of Contents



For the ThreeMonths EndedMarch 31,Preferred Units

2008

2007

$ Change

% ChangePreferred unit distributions

$
(4.0
)

$
(5.5
)

$
(1.5
)


27.3
%Total preferred units

$
(4.0
)

$
(5.5
)

$
(1.5
)


27.3
%   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;
    proceeds from equity (common and preferred) or debt securities
    offerings;
    borrowings under our unsecured credit facilities;
    other forms of secured or unsecured financing; and
    proceeds from limited partnership unit offerings (including
    issuances of limited partnership units by our subsidiaries).    
    working capital;
    development, expansion and renovation of properties;
    acquisitions;
    debt service; and
    distributions on outstanding common and preferred limited
    partnership units.  Cash Flows.
 40




---



##### Table of Contents



Capital
    Resources
  Development Completions.
  For theThree Months EndedMarch 31,2008


2007Placed in Operations:Number of projects






1Square feet






179,400Investment

$



$
10,657Sold:Number of projects


2



2Square feet


115,664



145,803Investment

$
26,249


$
20,678Held for Sale or Contribution:Number of projects


3



4Square feet


669,940



551,221Investment

$
87,858


$
36,464Total:Number of projects


5



7Square feet


785,604



876,424Investment

$
114,107


$
67,799     For theThree Months EndedMarch 31,2008


2007Number of completed development projects


1



2Square feet


40,359



145,803Gross sales price

$
8,777


$
24,698Development gains, net of taxes

$
1,015


$
3,303  41




---



##### Table of Contents



For theThree Months EndedMarch 31,2008


2007Number of projects contributed to AMB Institutional Alliance
    Fund III, L.P.


2



1Square feet


1,003,377



298,000Number of projects contributed to AMB-SGP Mexico, LLC






1Square feet






217,514Number of land parcels contributed to AMB DFS Fund I, LLC






2Square feet






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


1



Square feet


110,701



Total number of contributed development assets


3



4Total square feet


1,114,078



515,514Development gains, net of taxes

$
16,805


$
8,889   Property Divestitures.
  Gains from Sale or Contribution of Real Estate
    Interests.
  Properties Held for Contribution. 15-20%.
  Properties Held for Divestiture. development-for-sale
  Co-investment Ventures. No. 04-5, Determining Whether a General Partner, or the General
    Partners as a Group, Controls a Limited Partnership or Similar
    Entity When the Limited Partners Have Certain Rights
 42




---



##### Table of Contents



Approximate


OriginalConsolidated Co-investment



Ownership


PlannedVenture

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.(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
%

$
2,515,000AMB Europe Fund I, FCP-FIS(3)(4)

Institutional investors


21
%

$
1,383,000AMB Japan Fund I, L.P.(5)

Institutional investors


20
%

$
2,489,000AMB-SGP Mexico, LLC(6)

Industrial (Mexico) JV Pte Ltd


20
%

$
705,000AMB DFS Fund I, LLC(7)

Strategic Realty Ventures, LLC


15
%

$
416,000     (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 and investment capacity 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 43




---



##### Table of Contents



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 March 31, 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 March 31, 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.      Partners Capital. 1 2 3 4
  one-for-one
  Debt. debt-to-our debt-to-our loan-to-value 50-65%
   44




---



##### Table of Contents



Credit Facilities. four-year
   45




---



##### Table of Contents



long-term
     46




---



##### Table of Contents



Our


Co-investmentSecured


Venture


Unsecured


Credit


Other


TotalDebt


Debt


Senior Debt


Facilities(1)


Debt


Debt2008

$
114,813


$
72,915


$
175,000


$



$
113,723


$
476,4512009


126,110



111,396



100,000







325,873



663,3792010


65,905



104,361



250,000



632,240



941



1,053,4472011


115



188,886



75,000



328,239



1,014



593,2542012


4,383



459,366











61,093
(4)


524,8422013


4,116



48,644



175,000







65,920
(5)


293,6802014


4,255



4,102











616



8,9732015


4,397



18,806



112,491







664



136,3582016


4,545



54,795















59,3402017


37,548



1,973















39,521Thereafter






17,118



125,000











142,118Subtotal

$
366,187


$
1,082,362


$
1,012,491


$
960,479


$
569,844


$
3,991,363Unamortized premiums/(discount)


923



2,944



(9,056
)










(5,189
)Total consolidated debt

$
367,110


$
1,085,306


$
1,003,435


$
960,479


$
569,844


$
3,986,174AMBs share of unconsolidated co-investment venture debt(2)






613,162











31,190



644,352Total debt(3)

$
367,110


$
1,698,468


$
1,003,435


$
960,479


$
601,034


$
4,630,526Co-investment venture partners share of consolidated
    debt(3)






(697,666
)










(100,000
)


(797,666
)Our share of total debt(3)

$
367,110


$
1,000,802


$
1,003,435


$
960,479


$
501,034


$
3,832,860Weighted average interest rate


3.5
%


5.8
%


6.1
%


2.6
%


4.0
%


4.6
%Weighted average maturity (years)


2.3



4.0



4.0



2.5



2.0



3.2     (1)
    
    Represents three credit facilities with total capacity of
    approximately $1.6 billion. Includes $503.2 million,
    $269.7 million, $129.1 million and $58.6 million
    in Yen, Canadian dollar, Euros, and Singapore dollar-based
    borrowings outstanding at March 31, 2008, respectively,
    translated to U.S. dollars using the foreign exchange rates in
    effect on March 31, 2008.(2)
    
    The weighted average interest and average maturity for the
    unconsolidated co-investment venture debt were 4.8% and
    5.3 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 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. 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. 47




---



##### Table of Contents



(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 March 31, 2008Units

Market

MarketSecurity

Outstanding

Price(1)

Value(1)Common general partnership units


97,669,394


$
54.42


$
5,315,168Common limited partnership units(2)


3,976,167



54.42



216,383Total


101,645,561






$
5,531,551Total options outstanding










6,515,472Dilutive effect of stock options and restricted stock(3)










2,038,352     (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 $51.26
    for the quarter ended March 31, 2008.  Preferred Units as of March 31, 2008Distribution

Liquidation

Redemption/CallableSecurity

Rate

Preference

ProvisionsSeries D preferred units(1)


7.18
%

$
79,767


February 2012Series L preferred units


6.50
%


50,000


June 2008Series M preferred units


6.75
%


57,500


November 2008Series O preferred units


7.00
%


75,000


December 2010Series P preferred units


6.85
%


50,000


August 2011Weighted average/total


6.90
%

$
312,267     (1)
    
    On January 29, 2007, all of the outstanding 7.75%
    Series D Cumulative Redeemable Preferred Limited
    Partnership Units of AMB Property II, L.P. were transferred from
    one institutional investor to another institutional investor. In
    connection with that transfer, AMB Property II, L.P. agreed to
    amend the terms of the series D 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.  Capitalization Ratios as of March 31, 2008Total
    debt-to-total
    market capitalization(1)


44.2
%Our share of total
    debt-to-our
    share of total market capitalization(1)


39.6
%Total debt plus
    preferred-to-total
    market capitalization(1)


47.2
%Our share of total debt plus
    preferred-to-our
    share of total market capitalization(1)


42.8
%Our share of total
    debt-to-our
    share of total book capitalization(1)


57.2
%     (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 March 31, 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 48




---



##### Table of Contents



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 MonthsEnded March 31,Paying Entity

Security

2008


2007Operating Partnership

Common limited partnership units

$
0.520


$
0.500Operating Partnership

Series J preferred units(1)


n/a


$
0.994Operating Partnership

Series K preferred units(1)


n/a


$
0.994AMB Property II, L.P.

Class B common limited partnership units

$
0.520


$
0.500AMB Property II, L.P.

Series D preferred units

$
0.898


$
0.943AMB Property II, L.P.

Series I preferred units(2)


n/a


$
1.000     (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.     49




---



##### Table of Contents



Summary of Dividends and Distributions Paid

2008


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

$
62,444


$
55,960Dividends paid to partners


(53,389
)


(46,421
)Distributions to minority interests, including preferred units


(32,914
)


(61,572
)Excess (shortfall) of net cash provided by operating activities
    over dividends and distributions paid

$
(23,859
)

$
(52,033
)Net proceeds from divestiture of real estate

$
206,784


$
114,107Excess of net cash provided by operating activities and net
    proceeds from divestiture of real estate over dividends and
    distributions paid

$
182,925


$
62,074   Capital
    Commitments
    For the Three Months EndedMarch 31,2008


2007The Americas:Number of new development projects


4



3Square feet


1,121,777



583,168Estimated total investment(1)

$
85,208


$
50,637Asia:Number of new development projects






2Square feet






1,342,102Estimated total investment(1)

$



$
140,107Total:Number of new development projects


4



5Square feet


1,121,777



1,925,270Estimated total investment(1)

$
85,208


$
190,744     (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 March 31, 2008 or 2007, as applicable. 50




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##### Table of Contents



For the Three Months EndedMarch 31,2008


2007The Americas:Acres


110



422Estimated build out potential (square feet)


1,901,132



6,728,837Investment(1)

$
36,228


$
40,793Europe:Acres


30



Estimated build out potential (square feet)


491,136



Investment(1)

$
4,311



Asia:Acres


5



Estimated build out potential (square feet)


417,833



Investment(1)

$
9,529


$
Total:Acres


145



422Estimated build out potential (square feet)


2,810,101



6,728,837Investment(1)

$
50,068


$
40,793     (1)
    
    Includes acquisition and associated closing costs.    For the Three Months EndedMarch 31,2008


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


3



6Square feet


877,772



1,491,991Expected investment

$
93,388


$
104,295Number of properties acquired by AMB Europe Fund I, FCP-FIS


1



Square Feet


164,795



Expected investment

$
68,023


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






1Square feet






137,131Expected investment

$



$
17,283Number of properties acquired by AMB Property, L.P.


3



1Square feet


944,218



162,171Expected investment

$
83,473


$
20,179Total number of properties acquired


7



8Total square feet


1,986,785



1,791,293Total acquisition cost

$
239,844


$
136,965Total acquisition capital


5,040



4,792Total expected investment

$
244,884


$
141,757  51




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##### Table of Contents



Lease Commitments.
  Co-Investment Ventures.
  Captive Insurance Company.
  Potential Contingent and Unknown
    Liabilities.
  
    liabilities for environmental conditions;
    claims of customers, vendors or other persons dealing with our
    predecessors prior to our formation or acquisition transactions
    that had not been asserted prior to our formation or acquisition
    transactions;
    accrued but unpaid liabilities incurred in the ordinary course
    of business; and
    tax liabilities.  OFF-BALANCE
    SHEET ARRANGEMENTS
  Standby Letters of Credit.
  Guarantees and Contribution
    Obligations.
 52




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##### Table of Contents



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).
     53




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##### Table of Contents



For the Three MonthsEnded March 31,2008


2007Net income available to common unitholders(1)

$
40,235


$
22,686Income available to common unitholdersattributable to limited partners


(1,255
)


(956
)Gains from sale or contribution of real estate, net of minority
    interests(2)


(21,368
)


(172
)Depreciation and amortization:Total depreciation and amortization


41,669



40,454Discontinued operations depreciation


4



571Non-real estate depreciation


(1,634
)


(1,177
)Adjustments to derive FFO from consolidated co-investment
    ventures:Co-investment venture partners minority interests (Net
    income)


18,944



7,192Limited partnership unitholders minority interests (Net
    income)


979



356Limited partnership unitholders minority interests
    (Development gains)


528



583Discontinued operations minority interests (Net income)


390



78FFO attributable to minority interests


(16,576
)


(16,304
)Adjustments to derive FFO from unconsolidated co-investment
    ventures:Our share of net income


(2,928
)


(2,113
)Our share of FFO


8,862



5,675Funds from operations

$
67,850


$
56,873Basic FFO per common unit

$
0.67


$
0.59Diluted FFO per common unit

$
0.65


$
0.57Weighted average common units:Basic


101,728,152



96,943,042Diluted


103,766,504



99,776,750     (1)
    
    Includes gains from undepreciated land sales of
    $0.0 million and $0.2 million for the three months
    ended March 31, 2008 and 2007, respectively. 54




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##### Table of Contents



SS NOI.
    For the Three Months EndedMarch 31,2008


2007Net income

$
44,187


$
28,228Private capital revenues


(9,923
)


(5,925
)Depreciation and amortization


41,669



40,454General and administrative


35,153



29,854Fund costs


222



241Impairment losses






257Other expenses


(92
)


912Total other income and expenses


(14,223
)


14,447Total minority interests share of income


24,899



9,446Total discontinued operations


(1,500
)


(3,020
)Net Operating Income (NOI)


120,392



114,894Less non same store NOI


(14,463
)


(13,246
)Less non-cash adjustments(1)


(473
)


(1,849
)Cash basis same store NOI

$
105,456


$
99,799     (1)
    
    Non-cash adjustments include straight-line rents and
    amortization of lease intangibles for the same store pool only. 55




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##### Table of Contents



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

March 31, 2008Square feet owned(2)(3)


121,724,540Occupancy percentage(3)


94.8
%Average occupancy percentage


94.9
%Weighted average lease terms (years):Original


6.2Remaining


3.5Trailing four quarter tenant retention


71.4
%Trailing four quarter rent change on renewals and rollovers(4):Percentage


4.2
%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

$
3.19Weighted average

$
2.01Square 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 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 March 31, 2008, we
    managed, but did not have an ownership interest in,
    approximately 0.4 million additional square feet of
    properties. As of March 31, 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 March 31,
    2008, we also had investments in 7.4 million square feet of
    operating properties through our investments in non-managed
    unconsolidated co-investment ventures and 0.1 million
    square feet, which is the location of our global headquarters.(3)
    
    On a consolidated basis, we had approximately 78.8 million
    rentable square feet with an occupancy rate of 95.6% at
    March 31, 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. 56




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##### Table of Contents



Owned and
    Managed Same Store Operating Statistics(1)
    For the ThreeMonths EndedMarch 31,Same Store Pool(2)

2008Square feet in same store pool(3)


101,141,867% of total square feet


83.1
%Occupancy percentage(3)


94.8
%Average occupancy percentage


95.0
%Weighted average lease terms (years):Original


6.0Remaining


3.2Trailing four quarter tenant retention


71.4
%Trailing four quarters rent change on renewals and rollovers(4):Percentage


4.1
%Same space square footage commencing (millions)


18.7Growth% increase (decrease) (including straight-line rents):Revenues(5)


5.4
%Expenses(5)


(5.1
)%Net operating income(5)(6)


5.5
%Growth% increase (decrease) (excluding straight-line rents):Revenues(5)


6.7
%Expenses(5)


(5.1
)%Net operating income(5)(6)


7.3
%     (1)
    
    Schedule includes owned and managed operating properties which
    we define as properties in which we have at least a 10%
    ownership interest, for which we are the property or asset
    manager, and which we intend to hold for the long-term. This
    excludes development and renovation projects and recently
    completed development projects available for sale or
    contribution.(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 75.4 million
    square feet with an occupancy rate of 95.5% at March 31,
    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)
    
    As of March 31, 2008, on a consolidated basis, the
    percentage change was 4.2%, 2.3% and 5.0%, respectively, for
    revenues, expenses and NOI (including straight-line rents) and
    4.8%, 2.3% and 5.8%, 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. 57




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##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk      2008


2009


2010


2011


2012


Thereafter


TotalFixed rate debt(1)

$
325,589


$
512,709


$
419,832


$
248,483


$
449,569


$
576,675


$
2,532,857Average interest rate


5.9
%


4.0
%


6.5
%


6.7
%


5.9
%


6.2
%


5.8
%Variable rate debt(2)

$
150,862


$
150,670


$
633,615


$
344,771


$
75,273


$
103,315


$
1,458,506Average interest rate


2.3
%


2.3
%


2.6
%


2.7
%


3.7
%


3.7
%


2.7
%Interest Payments

$
22,595


$
24,035


$
43,812


$
25,878


$
29,286


$
39,606


$
185,212     (1)
    
    Represents 63.4% of all outstanding debt at March 31, 2008.(2)
    
    Represents 36.6% of all outstanding debt at March 31, 2008.      Financial Instruments.
 58




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##### Table of Contents



Maturity DatesJune 30,


August 20,


September 28,


June 9,


NotionalRelated Derivatives (In thousands)

2008


2008


2009


2010


Amount


Fair ValueInterest Rate Swaps USANotional Amount













$
25,000


$
25,000Receive Floating(%)














US LIBORPay Fixed Rate(%)














5.17
%Fair Market Value (USD)













$
(1,489
)





$
(1,489
)Notional Amount









$
325,000







325,000Receive Floating(%)










US LIBORPay Fixed Rate(%)










3.50
%Fair Market Value (USD)









$
(403
)










(403
)Foreign Exchange Forward ContractsFX Forward Contract, Euro:Notional Amount (USD)

$
180,944















180,944Forward Strike Rate


1.576/30/08 Forward Rate as of 3/31/2008


1.57Fair Market Value (USD)

$
1,582



















1,582FX Forward Contract, GBP:Notional Amount (USD)

$
93,431















93,431Forward Strike Rate


1.996/30/08 Forward Rate as of 3/31/2008


1.97Fair Market Value (USD)

$
(391
)


















(391
)Treasury LockTreasury Rate Lock, USD:Notional Amount (USD)





$
175,000











175,000Strike Rate






2.75
%Fair Market Value (USD)





$
(1,225
)














(1,225
)Total

















$
799,375


$
(1,926
)   International Operations.
   59




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##### Table of Contents



Item 4.
    Controls
    and Procedures    Rule 13a-15(b)
   60




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##### Table of Contents



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


Maximum ApproximateAverage Price


Purchased as Part


Dollar Value of Shares thatTotal Number of


Paid per


of Publicly Announced


May Yet Be Purchased UnderIssuer Purchases of Equity Securities

Shares Purchased


Share


Plans or Programs


the Plans or Programs(Dollars in thousands)January 1-31


207,359


$
50.20



193,111


$
190,394February 1-29


1,582,650


$
49.64



1,572,480


$
112,357March 1-31


741


$
50.21






$
112,357     Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information   61




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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

Credit Agreement, dated as of March 27, 2008, among AMB
    Property, L.P., JPMorgan Chase Bank, N.A., as administrative
    agent, Sumitomo Mitsui Banking Corporation, as syndication
    agent, J.P. Morgan Securities Inc. and Sumitomo Mitsui
    Banking Corporation, as joint lead arrangers and joint
    bookrunners, HSBC Bank USA, National Association, and U.S. Bank
    National Association, as documentation agents, and a syndicate
    of other banks (incorporated by reference to Exhibit 10.1
    of AMB Property L.P.s Current Report on
    Form 8-K
    filed on April 2, 2008).10
.2

Guaranty of Payment, dated as of March 27, 2008, by AMB
    Property Corporation for the benefit of JPMorgan Chase Bank, as
    administrative agent for the banks that are from time to time
    parties to that certain Credit Agreement, dated as of
    March 27, 2008 (incorporated by reference to
    Exhibit 10.2 of AMB Property L.Ps Current Report on
    Form 8-K
    filed on April 2, 2008).31
.1

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

18 U.S.C. § 1350 Certifications dated May 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.  62




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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)
   63