##### 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,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934   001-13545  001-14245
   AMB Property
    Corporation
 AMB Property, L.P.
 (Exact Name of Registrant as
    Specified in Its Charter)
   Maryland (AMB Property Corporation)
    Delaware (AMB Property, L.P.)

94-3281941
    94-3285362(State or Other Jurisdiction
    of
    Incorporation or Organization)

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

94111(Zip
    Code)   (415) 394-9000
 (Registrants Telephone
    Number, Including Area Code)
    AMB Property Corporation


Yes þ     No oAMB Property, L.P.


Yes þ     No o   Regulation S-T o o
  Rule 12b-2
    Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o    Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   Rule 12b-2
 AMB Property Corporation


Yes o     No þAMB Property, L.P.


Yes o     No þ




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##### Table of Contents





EXPLANATORY
    NOTE
  Form 10-Q
  day-to-day
  Form 10-Q
  
    enhancing investors understanding of the parent company
    and the operating partnership by enabling investors to view the
    business as a whole in the same manner as management views and
    operates the business;
    eliminating duplicative disclosure and providing a more
    streamlined and readable presentation since a substantial
    portion of the companys disclosure applies to both the
    parent company and the operating partnership; and
    creating time and cost efficiencies through the preparation of
    one combined report instead of two separate reports.




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##### Table of Contents




    consolidated financial statements;
    the following notes to the consolidated financial statements:  
    Debt;
    Noncontrolling Interests; and
    Stockholders Equity of the Parent Company/Partners
    Capital of the Operating Partnership; and  
    Liquidity and Capital Resources in the Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Rule 13a-15 Rule 15d-15




---



##### 



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


Financial Statements of AMB Property Corporation
    (unaudited)Consolidated Balance Sheets as of March 31,
    2010 and December 31, 2009


1Consolidated Statements of Operations for the
    Three Months Ended March 31, 2010 and 2009


2Consolidated Statement of Equity for the Three
    Months Ended March 31, 2010


3Consolidated Statements of Cash Flows for the
    Three Months Ended March 31, 2010 and 2009


4Financial Statements of AMB Property, L.P. (unaudited)Consolidated Balance Sheets as of March 31,
    2010 and December 31, 2009


5Consolidated Statements of Operations for the
    Three Months Ended March 31, 2010 and 2009


6Consolidated Statement of Capital for the Three
    Months Ended March 31, 2010


7Consolidated Statements of Cash Flows for the
    Three Months Ended March 31, 2010 and 2009


8Notes to Consolidated Financial Statements of AMB
    Property Corporation and AMB Property, L.P.


9Item 2.


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


43Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


81Item 4.


Controls and Procedures (AMB Property
    Corporation)


84Controls and Procedures (AMB Property, L.P.)


84PART II. OTHER INFORMATIONItem 1.


Legal Proceedings


85Item 1A.


Risk Factors


85Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


85Item 3.


Defaults Upon Senior Securities


85Item 4.


(Removed and Reserved)


85Item 5.


Other Information


85Item 6.


Exhibits


85EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART I  Item 1.
    Financial
    Statements of AMB Property Corporation  AMB
    PROPERTY CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
 As of March 31, 2010 and
    December 31, 2009
  March 31,


December 31,2010


2009(Unaudited, Dollars in thousands)ASSETSInvestments in real estate:Land

$
1,365,305


$
1,317,461Land held for development


598,440



591,489Buildings and improvements


4,624,494



4,439,313Construction in progress


192,704



360,397Total investments in properties


6,780,943



6,708,660Accumulated depreciation and amortization


(1,156,998
)


(1,113,808
)Net investments in properties


5,623,945



5,594,852Investments in unconsolidated joint ventures


606,838



462,130Properties held for sale or contribution, net


147,838



214,426Net investments in real estate


6,378,621



6,271,408Cash and cash equivalents


153,389



187,169Restricted cash


21,949



18,908Accounts receivable, net of allowance for doubtful accounts of
    $11,466 and $11,715, respectively


142,393



155,958Deferred financing costs, net


22,354



24,883Other assets


190,765



183,632Total assets

$
6,909,471


$
6,841,958LIABILITIES AND EQUITYLiabilities:Debt:Secured debt

$
963,893


$
1,096,554Unsecured senior debt


1,155,945



1,155,529Unsecured credit facilities


715,998



477,630Other debt


477,884



482,883Total debt


3,313,720



3,212,596Security deposits


52,263



53,283Dividends payable


46,234



46,041Accounts payable and other liabilities


246,159



238,718Total liabilities


3,658,376



3,550,638Commitments and contingencies (Note 14)Equity:Stockholders equity:Series L preferred stock, cumulative, redeemable,
    $.01 par value, 2,300,000 shares authorized and
    2,000,000 issued and outstanding, $50,000 liquidation preference


48,017



48,017Series M preferred stock, cumulative, redeemable,
    $.01 par value, 2,300,000 shares authorized and
    2,300,000 issued and outstanding, $57,500 liquidation preference


55,187



55,187Series O preferred stock, cumulative, redeemable,
    $.01 par value, 3,000,000 shares authorized and
    3,000,000 issued and outstanding, $75,000 liquidation preference


72,127



72,127Series P preferred stock, cumulative, redeemable,
    $.01 par value, 2,000,000 shares authorized and
    2,000,000 issued and outstanding, $50,000 liquidation preference


48,081



48,081Common stock, $.01 par value, 500,000,000 shares
    authorized, 149,945,215 and 149,258,376 issued and outstanding,
    respectively


1,496



1,489Additional paid-in capital


2,705,104



2,740,307Retained deficit


(33,111
)


(29,008
)Accumulated other comprehensive income


2,709



3,816Total stockholders equity


2,899,610



2,940,016Noncontrolling interests:Joint venture partners


291,283



289,909Limited partnership unitholders


60,202



61,395Total noncontrolling interests


351,485



351,304Total equity


3,251,095



3,291,320Total liabilities and equity

$
6,909,471


$
6,841,958    1




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##### Table of Contents



AMB
    PROPERTY CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 For the Three Months Ended March 31, 2010
    and 2009
  2010


2009(Unaudited, Dollars in thousands, except share andper share amounts)REVENUESRental revenues

$
150,507


$
151,724Private capital revenues


7,445



11,695Total revenues


157,952



163,419COSTS AND EXPENSESProperty operating costs


(28,859
)


(30,046
)Real estate taxes


(20,850
)


(19,342
)Depreciation and amortization


(48,634
)


(42,125
)General and administrative


(31,951
)


(31,313
)Restructuring charges


(2,973
)


Fund costs


(314
)


(261
)Real estate impairment losses






(175,887
)Other (expenses) income


(1,191
)


662Total costs and expenses


(134,772
)


(298,312
)OTHER INCOME AND EXPENSESDevelopment profits, net of taxes


4,803



33,286Equity in earnings (losses) of unconsolidated joint ventures, net


3,875



(34
)Other income (expenses)


289



(7,069
)Interest expense, including amortization


(32,613
)


(32,799
)Total other income and expenses, net


(23,646
)


(6,616
)Loss from continuing operations


(466
)


(141,509
)Discontinued operations:Loss attributable to discontinued operations


(154
)


(461
)Gains from sale of real estate interests, net of taxes






18,946Total discontinued operations


(154
)


18,485Net loss


(620
)


(123,024
)Noncontrolling interests share of net (income) loss:Joint venture partners share of net loss


375



1,846Joint venture partners and limited partnership
    unitholders share of development profits


(106
)


(1,108
)Preferred unitholders






(1,432
)Limited partnership unitholders


200



5,320Total noncontrolling interests share of net loss


469



4,626Net loss atrributable to AMB Property Corporation


(151
)


(118,398
)Preferred stock dividends


(3,952
)


(3,952
)Allocation to participating securities


(344
)


(258
)Net loss available to common stockholders

$
(4,447
)

$
(122,608
)Basic loss per common share attributable to common
    stockholdersLoss from continuing operations (after preferred stock dividends)

$
(0.03
)

$
(1.42
)Discontinued operations






0.18Net loss available to common stockholders

$
(0.03
)

$
(1.24
)Diluted loss per common share attributable to common
    stockholdersLoss from continuing operations (after preferred stock dividends)

$
(0.03
)

$
(1.42
)Discontinued operations






0.18Net loss available to common stockholders

$
(0.03
)

$
(1.24
)WEIGHTED AVERAGE COMMON SHARES OUTSTANDINGBasic


148,666,418



98,915,587Diluted


148,666,418



98,915,587    2




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##### Table of Contents



AMB
    PROPERTY CORPORATIONCONSOLIDATED STATEMENT OF
    EQUITY For the Three Months Ended March 31,
    2010
    (Unaudited, Dollars in thousands)
   AccumulatedCommon Stock


Additional





OtherPreferred


Number





Paid-in


Retained


Comprehensive


NoncontrollingStock


of Shares


Amount


Capital


Deficit


Income (Loss)


Interests


TotalBalance as of December 31, 2009

$
223,412



149,258,376


$
1,489


$
2,740,307


$
(29,008
)

$
3,816


$
351,304


$
3,291,320Net income (loss)


3,952















(4,103
)






(469
)Unrealized gain on securities and derivatives






















(1,700
)


Currency translation adjustment






















593



Total comprehensive loss






























(1,727
)Contributions


























3,769



3,769Distributions and allocations


























(2,173
)


(2,173
)Stock-based compensation amortization and issuance of restricted
    stock, net






606,945



6



6,806















6,812Exercise of stock options






79,894



1



1,547















1,548Forfeiture of restricted stock














(1,671
)














(1,671
)Dividends ($0.28 per share)


(3,952
)










(41,885
)










(946
)


(46,783
)Balance as of March 31, 2010

$
223,412



149,945,215


$
1,496


$
2,705,104


$
(33,111
)

$
2,709


$
351,485


$
3,251,095    3




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##### Table of Contents



AMB
    PROPERTY CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 For the Three Months Ended March 31, 2010
    and 2009
  2010


2009(Unaudited, Dollars in thousands)CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(620
)

$
(123,024
)Adjustments to net loss:Straight-line rents and amortization of lease intangibles


(4,289
)


(3,392
)Depreciation and amortization


48,634



42,125Real estate impairment losses






175,887Foreign exchange losses


2,837



2,291Stock-based compensation amortization


6,812



7,304Equity in earnings of unconsolidated joint ventures


(3,875
)


34Operating distributions received from unconsolidated joint
    ventures


5,316



2,952Development profits, net of taxes


(4,803
)


(33,286
)Debt premiums, discounts and finance cost amortization, net


3,341



3,092Discontinued operations:Depreciation and amortization


26



1,334Real estate impairment losses






5,966Gains from sale of real estate interests, net of taxes






(18,946
)Changes in assets and liabilities:Accounts receivable and other assets


(1,369
)


4,577Accounts payable and other liabilities


18,055



(5,089
)Net cash provided by operating activities


70,065



61,825CASH FLOWS FROM INVESTING ACTIVITIESChange in restricted cash


(3,085
)


(3,311
)Cash paid for property acquisitions


(160
)


Additions to land, buildings, development costs, building
    improvements and lease costs


(53,361
)


(142,819
)Net proceeds from divestiture of real estate and securities


22,408



173,426Additions to interests in unconsolidated joint ventures


(153,211
)


(5,060
)Purchase of noncontrolling interest






(8,968
)Capital distributions received from unconsolidated joint ventures






1,977Repayments from affiliates


4,157



Net cash (used in) provided by investing activities


(183,252
)


15,245CASH FLOWS FROM FINANCING ACTIVITIESIssuance of common stock, net






552,501Proceeds from stock option exercises


1,548



Borrowings on secured debt


4,903



14,010Payments on secured debt


(134,070
)


(8,070
)Borrowings on other debt


4,300



Payments on other debt


(4,183
)


(212
)Borrowings on unsecured credit facilities


308,252



200,210Payments on unsecured credit facilities


(67,443
)


(698,242
)Payment of financing fees


(431
)


(2,365
)Payments on senior debt






(100,000
)Contributions from joint venture partners


3,509



2,606Dividends paid to common and preferred stockholders


(45,644
)


(2,475
)Distributions to noncontrolling interests, including preferred
    units


(3,361
)


(3,595
)Net cash provided by (used in) financing activities


67,380



(45,632
)Net effect of exchange rate changes on cash


12,027



7,629Net (decrease) increase in cash and cash equivalents


(33,780
)


39,067Cash and cash equivalents at beginning of period


187,169



223,936Cash and cash equivalents at end of period

$
153,389


$
263,003SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid for interest, net of capitalized interest

$
15,994


$
24,798Non-cash transactions:Contribution of properties to unconsolidated joint ventures, net

$



$
8,879    4




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##### Table of Contents



AMB
    PROPERTY, L.P.
  CONSOLIDATED BALANCE SHEETS
 As of March 31, 2010 and
    December 31, 2009
   March 31,


December 31,2010


2009(Unaudited, Dollars in thousands)ASSETSInvestments in real estate:Land

$
1,365,305


$
1,317,461Land held for development


598,440



591,489Buildings and improvements


4,624,494



4,439,313Construction in progress


192,704



360,397Total investments in properties


6,780,943



6,708,660Accumulated depreciation and amortization


(1,156,998
)


(1,113,808
)Net investments in properties


5,623,945



5,594,852Investments in unconsolidated joint ventures


606,838



462,130Properties held for sale or contribution, net


147,838



214,426Net investments in real estate


6,378,621



6,271,408Cash and cash equivalents


153,389



187,169Restricted cash


21,949



18,908Accounts receivable, net of allowance for doubtful accounts of
    $11,466 and $11,715, respectively


142,393



155,958Deferred financing costs, net


22,354



24,883Other assets


190,765



183,632Total assets

$
6,909,471


$
6,841,958LIABILITIES AND CAPITALLiabilities:Debt:Secured debt

$
963,893


$
1,096,554Unsecured senior debt


1,155,945



1,155,529Unsecured credit facilities


715,998



477,630Other debt


477,884



482,883Total debt


3,313,720



3,212,596Security deposits


52,263



53,283Distributions payable


46,234



46,041Accounts payable and other liabilities


246,159



238,718Total liabilities


3,658,376



3,550,638Commitments and contingencies (Note 14)Capital:Partners capital:General partner, 149,715,804 and 149,028,965 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


2,899,610



2,940,016Limited partners, 2,119,928 and 2,119,928 units
    outstanding, respectively


37,802



38,561Total partners capital


2,937,412



2,978,577Noncontrolling interests:Joint venture partners


291,283



289,909Class B limited partnership unitholders


22,400



22,834Total noncontrolling interests


313,683



312,743Total capital


3,251,095



3,291,320Total liabilities and capital

$
6,909,471


$
6,841,958    5




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##### Table of Contents



AMB
    PROPERTY, L.P.
  CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Three Months Ended March 31, 2010 and
    2009
  2010


2009(Unaudited, Dollars in thousands, except unit andper unit amounts)REVENUESRental revenues

$
150,507


$
151,724Private capital revenues


7,445



11,695Total revenues


157,952



163,419COSTS AND EXPENSESProperty operating expenses


(28,859
)


(30,046
)Real estate taxes


(20,850
)


(19,342
)Depreciation and amortization


(48,634
)


(42,125
)General and administrative


(31,951
)


(31,313
)Restructuring charges


(2,973
)


Fund costs


(314
)


(261
)Real estate impairment losses






(175,887
)Other (expenses) income


(1,191
)


662Total costs and expenses


(134,772
)


(298,312
)OTHER INCOME AND EXPENSESDevelopment profits, net of taxes


4,803



33,286Equity in earnings of unconsolidated joint ventures, net


3,875



(34
)Other income (expenses)


289



(7,069
)Interest expense, including amortization


(32,613
)


(32,799
)Total other income and expenses, net


(23,646
)


(6,616
)Loss from continuing operations


(466
)


(141,509
)Discontinued operations:Loss attributable to discontinued operations


(154
)


(461
)Gains from sale of real estate interests, net of taxes






18,946Total discontinued operations


(154
)


18,485Net loss


(620
)


(123,024
)Noncontrolling interests share of net (income) loss:Joint venture partners share of net loss


375



1,846Joint venture partners and Class B limited
    partnership unitholdersshare of development profits


(39
)


(406
)Preferred unitholders






(1,432
)Class B limited partnership unitholders


74



1,948Total noncontrolling interests share of net loss


410



1,956Net loss attributable to AMB Property, L.P.


(210
)


(121,068
)Series L, M, O and P preferred unit distributions


(3,952
)


(3,952
)Allocation to participating securities


(344
)


(258
)Net loss available to common unitholders

$
(4,506
)

$
(125,278
)Loss available to common unitholders attributable to:General partner

$
(4,447
)

$
(122,608
)Limited partners


(59
)


(2,670
)Net loss available to common unitholders

$
(4,506
)

$
(125,278
)Basic loss per common unit attributable to common
    unitholdersLoss from continuing operations (after preferred unit
    distributions)

$
(0.03
)

$
(1.42
)Discontinued operations






0.18Net loss available to common unitholders

$
(0.03
)

$
(1.24
)Diluted loss per common unit attributable to common
    unitholdersLoss from continuing operations (after preferred unit
    distributions)

$
(0.03
)

$
(1.42
)Discontinued operations






0.18Net loss available to common unitholders

$
(0.03
)

$
(1.24
)WEIGHTED AVERAGE COMMON UNITS OUTSTANDINGBasic


150,786,346



101,093,862Diluted


150,786,346



101,093,862    6




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##### Table of Contents



AMB
    PROPERTY, L.P.CONSOLIDATED STATEMENT OF
    CAPITAL For the Three Months Ended March 31,
    2010
    (Unaudited, Dollars in thousands)
  General Partner


Limited PartnersPreferred Units


Common Units


Common Units


NoncontrollingUnits


Amount


Units


Amount


Units


Amount


Interests


TotalBalance as of December 31, 2009


9,300,000


$
223,412



149,028,965


$
2,716,604



2,119,928


$
38,561


$
312,743


$
3,291,320Net (loss) income






3,952







(4,103
)






(59
)


(410
)Unrealized gain on securities and derivatives














(1,700
)










Currency translation adjustment














593











Total comprehensive loss






























(1,727
)Contributions


























3,769



3,769Distributions and allocations






















(106
)


(2,067
)


(2,173
)Stock-based compensation amortization and issuance of common
    limited partnership units in connection with the issuance of
    restricted stock and options










606,945



6,812















6,812Issuance of common limited partnership units in connection with
    the exercise of stock options










79,894



1,548















1,548Forfeiture of common limited partnership units in connection
    with the forfeiture of restricted stock














(1,671
)














(1,671
)Distributions ($0.28 per unit)






(3,952
)






(41,885
)






(594
)


(352
)


(46,783
)Balance as of March 31, 2010


9,300,000


$
223,412



149,715,804


$
2,676,198



2,119,928


$
37,802


$
313,683


$
3,251,095    7




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##### Table of Contents



AMB
    PROPERTY, L.P.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Three Months Ended March 31, 2010 and
    2009
  2010


2009(Unaudited, Dollars in thousands)CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(620
)

$
(123,024
)Adjustments to net loss:Straight-line rents and amortization of lease intangibles


(4,289
)


(3,392
)Depreciation and amortization


48,634



42,125Real estate impairment losses






175,887Foreign exchange losses


2,837



2,291Stock-based compensation amortization


6,812



7,304Equity in earnings of unconsolidated joint ventures


(3,875
)


34Operating distributions received from unconsolidated joint
    ventures


5,316



2,952Development profits, net of taxes


(4,803
)


(33,286
)Debt premiums, discounts and finance cost amortization, net


3,341



3,092Discontinued operations:Depreciation and amortization


26



1,334Real estate impairment losses






5,966Gains from sale of real estate interests, net of taxes






(18,946
)Changes in assets and liabilities:Accounts receivable and other assets


(1,369
)


4,577Accounts payable and other liabilities


18,055



(5,089
)Net cash provided by operating activities


70,065



61,825CASH FLOWS FROM INVESTING ACTIVITIESChange in restricted cash


(3,085
)


(3,311
)Cash paid for property acquisitions


(160
)


Additions to land, buildings, development costs, building
    improvements and lease costs


(53,361
)


(142,819
)Net proceeds from divestiture of real estate and securities


22,408



173,426Additions to interests in unconsolidated joint ventures


(153,211
)


(5,060
)Purchase of noncontrolling interest






(8,968
)Capital distributions received from unconsolidated joint ventures






1,977Repayments from affiliates


4,157



Net cash (used in) provided by investing activities


(183,252
)


15,245CASH FLOWS FROM FINANCING ACTIVITIESIssuance of common units, net






552,501Proceeds from stock option exercises


1,548



Borrowings on secured debt


4,903



14,010Payments on secured debt


(134,070
)


(8,070
)Borrowings on other debt


4,300



Payments on other debt


(4,183
)


(212
)Borrowings on unsecured credit facilities


308,252



200,210Payments on unsecured credit facilities


(67,443
)


(698,242
)Payment of financing fees


(431
)


(2,365
)Payments on senior debt






(100,000
)Contributions from joint venture partners


3,509



2,606Distributions paid to partners


(46,238
)


(3,085
)Distributions to noncontrolling interests, including preferred
    units


(2,767
)


(2,985
)Net cash provided by (used in) financing activities


67,380



(45,632
)Net effect of exchange rate changes on cash


12,027



7,629Net (decrease) increase in cash and cash equivalents


(33,780
)


39,067Cash and cash equivalents at beginning of period


187,169



223,936Cash and cash equivalents at end of period

$
153,389


$
263,003SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid for interest, net of capitalized interest

$
15,994


$
24,798Non-cash transactions:Contribution of properties to unconsolidated joint ventures, net

$



$
8,879    8




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2010
 (Unaudited)
  1.
    Organization
    and Formation of the Parent Company and the Operating
    Partnership    ® ® and/or and/or
  day-to-day
  co-investment
     9




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        
    on an owned and managed basis, which includes investments held
    on a consolidated basis or through unconsolidated joint
    ventures, the Company owned or partially owned approximately
    134.8 million square feet (principally, warehouse
    distribution buildings) that were 90.5% leased; the Company had
    investments in nine development projects, which are expected to
    total approximately 3.7 million square feet upon
    completion; and the Company owned 34 projects, totaling
    approximately 9.7 million square feet, which are available
    for sale or contribution;
    through non-managed unconsolidated joint ventures, the Company
    had investments in 46 industrial operating buildings, totaling
    approximately 7.4 million square feet; and
    the Company held approximately 152,000 square feet through
    a ground lease, which is the location of the Companys
    global headquarters.  2.
    Interim
    Financial Statements    Form 10-K
  Reclassifications.
  Real Estate Impairment Losses and Restructuring
    Charges. lease-up
 10




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Investments in Consolidated and Unconsolidated Joint
    Ventures.
    Fair Value of Financial Instruments.
 11




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Derivatives and Hedging Activities
      Level 1.
  Level 2.
  Level 3.
  Fair
    Value Measurements on a Recurring or Nonrecurring Basis as of
    March 31, 2010
    (Dollars in thousands)
  Level 1

Level 2

Level 3Assets/Liabilities

Assets/Liabilities

Assets/Liabilitiesat Fair Value

at Fair Value

at Fair Value

TotalAssets:Investments in real estate(1)

$



$



$
189,196


$
189,196Deferred compensation plan


19,199











19,199Derivative assets






52







52Investment securities


1,952











1,952Liabilities:Derivative liabilities

$



$
2,267


$



$
2,267Deferred compensation plan


19,199











19,199  12




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair
    Value Measurements on a Recurring or Nonrecurring Basis as of
    December 31, 2009
    (Dollars in thousands)
  Level 1

Level 2

Level 3Assets/Liabilities

Assets/Liabilities

Assets/Liabilitiesat Fair Value

at Fair Value

at Fair Value

TotalAssets:Investments in real estate(1)

$



$



$
202,067


$
202,067Deferred compensation plan


22,905











22,905Derivative assets






1,553







1,553Investment securities


2,242











2,242Liabilities:Derivative liabilities

$



$
2,012


$



$
2,012Deferred compensation plan


22,905











22,905     (1)
    
    Represents certain real estate assets on a consolidated basis
    that are marked to their fair values at March 31, 2010, as
    a result of real estate impairment losses, net of recoveries in
    value.  New Accounting Pronouncements.
  3.
    Real
    Estate Acquisition and Development Activity    construction-in-progress Construction-in-progress,
      construction-in-progress,
 13




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Development
    Profits, Gains from Sale or Contribution of Real Estate
    Interests and Discontinued Operations  Development Sales and Contributions.
    Properties Held for Sale or Contribution,
    Net. development-for-sale
      Discontinued Operations.
 14




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Three MonthsEnded March 31,2010


2009Rental revenues

$
14


$
8,121Straight-line rents and amortization of lease intangibles


8



184Property operating expenses


(72
)


(993
)Real estate taxes


(76
)


(916
)Depreciation and amortization


(26
)


(1,334
)Real estate impairment losses






(5,966
)Other income and (expenses), net


(2
)


443Loss attributable to discontinued operations


(154
)


(461
)Gains from sale of real estate interests, net of taxes






18,946Discontinued operations attributable to the Parent Company and
    the Operating Partnership

$
(154
)

$
18,485Parent Company:Discontinued operations

$
(154
)

$
18,485Noncontrolling interests:Joint venture partners and limited partnership
    unitholders share of income attributable to discontinued
    operations


34



(100
)Joint venture partners and limited partnership
    unitholders share of gains from sale of real estate
    interests, net of taxes






(631
)Discontinued operations attributable to the Parent Company

$
(120
)

$
17,754Operating Partnership:Discontinued operations

$
(154
)

$
18,485Noncontrolling interests:Joint venture partners and Class B limited
    partnership unitholders share of income attributable to
    discontinued operations


32



(112
)Joint venture partners and Class B limited
    partnership unitholders share of gains from sale of real
    estate interests, net of taxes






(231
)Discontinued operations attributable to the Operating Partnership

$
(122
)

$
18,142    15




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##### Table of Contents



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

December 31,2010

2009Accounts receivable, deferred financing costs and other assets

$
50


$
53Secured debt

$



$
1,979Accounts payable and other liabilities

$
52


$
4,622   5.
    Debt of
    the Parent Company    Unsecured
    Senior Debt Guarantees
    Other
    Debt Guarantees
    Unsecured
    Credit Facility Guarantees
       16




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          6.
    Debt of
    the Operating Partnership    March 31,


December 31,2010


2009Wholly owned secured debt, varying interest rates from 0.9% to
    9.0%, due June 2010 to August 2013 (weighted average interest
    rates of 4.8% and 3.5% at March 31, 2010 and
    December 31, 2009, respectively)

$
210,429


$
325,221Consolidated joint venture secured debt, varying interest rates
    from 1.1% to 9.4%, due June 2010 to November 2022 (weighted
    average interest rates of 4.9% and 4.9% at March 31, 2010
    and December 31, 2009, respectively)


753,516



771,284Unsecured senior debt securities, varying interest rates from
    5.1% to 8.0%, due November 2010 to December 2019 (weighted
    average interest rates of 6.4% and 6.4% at March 31, 2010
    and December 31, 2009, respectively)


1,165,388



1,165,388Other debt, varying interest rates from 1.3% to 7.5%, due May
    2012 to November 2015 (weighted average interest rates of 4.1%
    and 4.1% at March 31, 2010 and December 31, 2009,
    respectively)


477,884



482,883Unsecured credit facilities, variable interest rate, due June
    2010 and July 2011 (weighted average interest rates of 0.8% and
    0.8% at March 31, 2010 and December 31, 2009,
    respectively)


715,998



477,630Total debt before unamortized net discounts


3,323,215



3,222,406Unamortized net discounts


(9,495
)


(9,810
)Total consolidated debt

$
3,313,720


$
3,212,596  17




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Wholly
    Owned and Consolidated Joint Venture Secured Debt
    Unsecured
    Senior Debt
      Other
    Debt
      Unsecured
    Credit Facilities
     18




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       19




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Wholly Owned


Consolidated Joint VentureUnsecured












TotalSenior


Credit


Other


Secured


Secured


Other



ConsolidatedDebt


Facilities(1)


Debt


Debt


Debt


Debt



Debt2010

$
65,000


$
385,077


$
1,591


$
75,038


$
66,406


$




$
593,1122011


69,000



330,921



2,186



87,933



136,178








626,2182012










417,607



27,765



417,089



50,000




912,4612013


293,897







920



19,693



50,026



4,300




368,8362014










616







9,811








10,4272015


112,491







664







17,610








130,7652016


250,000















16,231








266,2312017


















1,272








1,2722018


125,000















1,455








126,4552019


250,000















29,910








279,910Thereafter


















7,528








7,528Subtotal

$
1,165,388


$
715,998


$
423,584


$
210,429


$
753,516


$
54,300



$
3,323,215Unamortized net (discount) premium


(9,443
)










182



(234
)







(9,495
)Total

$
1,155,945


$
715,998


$
423,584


$
210,611


$
753,282


$
54,300



$
3,313,720  20




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    Represents three credit facilities with total capacity of
    approximately $1.6 billion. Includes $297.5 million of
    U.S. dollar borrowings, as well as $292.0 million,
    $85.7 million, $15.5 million and $25.2 million in
    Yen, Canadian dollar, Euro and Singapore dollar-based borrowings
    outstanding at March 31, 2010, respectively, translated to
    U.S. dollars using the foreign exchange rates in effect on
    March 31, 2010.  7.
    Noncontrolling
    Interests in the Parent Company      Parent


Total InvestmentCompanys


in Real Estate


Property Debt


Other DebtCo-investment

Ownership


March 31,


December 31,


March 31,


December 31,


March 31,


December 31,Consolidated Joint Ventures

Venture Partner

Percentage


2010


2009


2010


2009


2010


2009Co-investment VenturesAMB Institutional Alliance Fund II, L.P.(1)

AMB Institutional Alliance REIT II, Inc.


20
%

$
514,810


$
513,450


$
189,405


$
194,980


$
54,300


$
50,000AMB-SGP, L.P.(2)

Industrial JV Pte. Ltd.


50
%


474,246



470,740



334,417



335,764







AMB-AMS,
    L.P.(3)

PMT, SPW and TNO


39
%


159,007



158,865



76,832



79,756







Other Industrial Operating Joint Ventures




89
%


231,506



230,463



31,856



32,186







Other Industrial Development Joint Ventures




60
%


258,695



272,237



120,772



128,374







Total Consolidated Joint Ventures







$
1,638,264


$
1,645,755


$
753,282


$
771,060


$
54,300


$
50,000     (1)
    
    AMB Institutional Alliance Fund II, L.P. is a co-investment
    partnership formed in 2001, comprised of 14 institutional
    investors, which invest through a private real estate investment
    trust, and one third-party limited partner as of March 31,
    2010.(2)
    
    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.(3)
    
    AMB-AMS,
    L.P. is a co-investment partnership with three Dutch pension
    funds. PMT is Stichting Pensioenfonds Metaal en Techniek, SPW is
    Stichting Pensioenfonds voor de Woningcorporaties and TNO is
    Stichting Pensioenfonds TNO. 21




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Balance as of December 31, 2008

$
451,097Net loss


(4,626
)Contributions


2,606Distributions and allocations


(6,617
)Redemption of partnership units


(71
)Repurchase of noncontrolling interest


(8,909
)Reallocation of partnership interest


(12,265
)Dividends ($0.28 per share)


(962
)Balance as of March 31, 2009

$
420,253
     March 31,


December 31,


Redemption/Callable2010


2009


DateJoint venture partners

$
291,283


$
289,909


N/ALimited partners in the Operating Partnership


37,802



38,561


N/AHeld through AMB Property II, L.P.:Class B limited partners


22,400



22,834


N/ATotal noncontrolling interests

$
351,485


$
351,304     For the Three MonthsEnded March 31,2010


2009Joint venture partners share of net loss

$
(375
)

$
(1,846
)Joint venture partners and common limited partners
    share of development profits


67



702Common limited partners in the Operating Partnerships
    share of net loss


(126
)


(3,372
)Held through AMB Property II, L.P.:Class B common limited partnership units share of
    development profits


39



406Class B common limited partnership units share of net
    loss


(74
)


(1,948
)Series D preferred units (liquidation preference of
    $79,767)(1)






1,432Total noncontrolling interests share of net loss

$
(469
)

$
(4,626
)     (1)
    
    On November 10, 2009, the Parent Company purchased all
    1,595,337 outstanding series D preferred units of AMB
    Property II, L.P. from a third party in exchange for
    2,880,281 shares of its common stock at a discount of
    $9.8 million. The Operating Partnership issued 2,880,281
    general partnership units to the Parent Company in exchange for
    the 1,595,337 series D preferred units the Parent Company
    purchased. 22




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Noncontrolling
    Interests in the Operating Partnership      Operating


Total InvestmentPartnerships


in Real Estate


Property Debt


Other DebtCo-investment

Ownership


March 31,


December 31,


March 31,


December 31,


March 31,


December 31,Consolidated Joint Ventures

Venture Partner

Percentage


2010


2009


2010


2009


2010


2009Co-investment VenturesAMB Institutional Alliance Fund II, L.P.

AMB Institutional Alliance REIT II, Inc.


20
%

$
514,810


$
513,450


$
189,405


$
194,980


$
54,300


$
50,000AMB-SGP, L.P.

Industrial JV Pte. Ltd.


50
%


474,246



470,740



334,417



335,764







AMB-AMS,
    L.P.

PMT, SPW and TNO


39
%


159,007



158,865



76,832



79,756







Other Industrial Operating Joint Ventures




89
%


231,506



230,463



31,856



32,186







Other Industrial Development Joint Ventures




60
%


258,695



272,237



120,772



128,374







Total Consolidated Joint Ventures







$
1,638,264


$
1,645,755


$
753,282


$
771,060


$
54,300


$
50,000     Balance as of December 31, 2008

$
400,266Net loss


(1,956
)Contributions


2,606Distributions and allocations


(6,618
)Contribution of a consolidated interestto an unconsolidated joint venture


(8,909
)Reallocation of partnership interest


(4,486
)Distributions ($0.28 per unit)


(352
)Balance as of March 31, 2009

$
380,551
     March 31,


December 31,


Redemption/Callable2010


2009


DateJoint venture partners

$
291,283


$
289,909


N/AHeld through AMB Property II, L.P.:Class B limited partners


22,400



22,834


N/ATotal noncontrolling interests

$
313,683


$
312,743  23




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Three MonthsEnded March 31,2010


2009Joint venture partners share of net loss

$
(375
)

$
(1,846
)Held through AMB Property II, L.P.:Class B common limited partnership units share of
    development profits


39



406Class B common limited partnership units share of net
    loss


(74
)


(1,948
)Series D preferred units (liquidation preference of
    $79,767)(1)






1,432Total noncontrolling interests share of net loss

$
(410
)

$
(1,956
)     (1)
    
    On November 10, 2009, the Parent Company purchased all
    1,595,337 outstanding series D preferred units of AMB
    Property II, L.P. from a third party in exchange for
    2,880,281 shares of its common stock at a discount of
    $9.8 million. The Operating Partnership issued 2,880,281
    general partnership units to the Parent Company in exchange for
    the 1,595,337 series D preferred units the Parent Company
    purchased.   24




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    Investments
    in Unconsolidated Joint Ventures    March 31, 2010


The Companys NetThe Companys





Equity Investments


EstimatedOwnership


Square


March 31,


December 31,


InvestmentUnconsolidated Joint Ventures

Percentage


Feet


2010


2009


CapacityCo-investment VenturesAMB U.S. Logistics Fund, L.P.(1)


31
%


37,303,415


$
316,804


$
219,121


$
200,000AMB Europe Fund I, FCP-FIS(2)


30
%


9,239,606



106,685



60,177



200,000AMB Japan Fund I, L.P.(3)


20
%


7,263,090



81,373



80,074



AMB-SGP Mexico, LLC(4)


22
%


6,331,990



18,374



19,014



245,000AMB DFS Fund I, LLC(5)


15
%


200,027



14,394



14,259



Other Industrial Operating Joint Ventures(6)


51
%


7,419,049



51,095



50,741



n/aOther Industrial Development Joint
    Ventures(6)(7)


50
%






3,528







n/aTotal Unconsolidated Joint Ventures(8)






67,757,177


$
592,253


$
443,386


$
645,000     (1)
    
    An open-ended co-investment partnership formed in 2004 with
    institutional investors, which invest through a private real
    estate investment trust, and a third-party limited partner, on a
    prospective basis. Effective January 1, 2010, the name of
    AMB Institutional Alliance Fund III, L.P. was changed to
    AMB U.S. Logistics Fund, L.P. In the three months ended
    March 31, 2010, the Company made a $100 million
    investment in AMB U.S. Logistics Fund, L.P.(2)
    
    A Euro-denominated open-ended co-investment venture with
    institutional investors. The institutional investors have
    committed approximately 263.0 million Euros (approximately
    $355.3 million in U.S. dollars, using the exchange rate at
    March 31, 2010) for an approximate 70% equity
    interest. In the three months ended March 31, 2010, the
    Company made a $50 million investment in AMB Europe Fund,
    FCP-FIS.(3)
    
    A Yen-denominated co-investment venture with 13 institutional
    investors. The 13 institutional investors have committed
    49.5 billion Yen (approximately $526.4 million in U.S.
    dollars, using the exchange rate at March 31,
    2010) for an approximate 80% equity interest.(4)
    
    A co-investment venture 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)
    
    A co-investment venture with Strategic Realty Ventures, LLC. The
    investment period for AMB DFS Fund I, LLC ended in June
    2009, and the remaining capitalization of this fund as of
    March 31, 2010 was the estimated investment of
    $5.0 million to complete the existing development assets
    held by the fund. Since inception, the Company has contributed
    $28.5 million of equity to the fund. During the three
    months ended March 31, 2010 and 2009, the Company
    contributed less than $0.1 million and $0.8 million to
    this co-investment venture, respectively.(6)
    
    Other Industrial Operating and Development Joint Ventures
    includes joint ventures between the Company and third parties
    which generally have been formed to take advantage of a
    particular market opportunity that can be accessed as a result
    of the joint venture partners experience in the market.
    The Company typically owns
    40-60% of
    these joint ventures.(7)
    
    Includes the first quarter 2010 acquisition of 58 acres of land
    in Sao Paulo, Brazil with the Companys joint venture
    partner Cyrela Commercial Properties.(8)
    
    Through its investment in AMB Property Mexico, the Company held
    equity interests in various other unconsolidated ventures
    totaling approximately $14.6 million and $18.7 million
    as of March 31, 2010 and December 31, 2009,
    respectively. 25




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       AMB U.S. Logistics

AMB Japan

AMB DFSFund, L.P.

Fund I, L.P.

Fund I, LLCFor the Three Months Ended March 31,2010

2009

2010

2009

2010

2009Number of properties acquired


2



















Square feet


687,932



















Acquisition cost(1)

$
45,552


$



$



$



$



$
Development properties contributed by the Company:Square feet














981,162







Gross contribution price

$



$



$



$
184,793


$



$
Development profits on sale

$



$



$



$
28,588


$



$
Development properties sold:Square feet






















33,700Gross Sales Price

$



$



$



$



$



$
16,229Industrial operating properties sold:Square feet






52,403















Gross Sales Price

$



$
3,360


$



$



$



$
     (1)
    
    Includes estimated total acquisition expenditures of
    approximately $0.2 million for properties acquired by AMB
    U.S. Logistics Fund, L.P. during the three months ended
    March 31, 2010.    For the Three Months


For the Three MonthsEnded March 31, 2010


Ended March 31, 2009Income











Income(Loss)











(Loss)Property


from


Net





Property


from


NetOperating


Continuing


Income





Operating


Continuing


IncomeUnconsolidated Joint Ventures:

Revenues


Expenses


Operations


(Loss)


Revenues


Expenses


Operations


(Loss)Co-investment VenturesAMB U.S. Logistics Fund, L.P.

$
68,521


$
(19,228
)

$
1,663


$
1,663


$
72,135


$
(20,641
)

$
(8,140
)

$
(8,141
)AMB Europe Fund I, FCP-FIS


23,301



(5,257
)


339



339



22,933



(4,747
)


(10,237
)


(10,237
)AMB Japan Fund I, L.P.


25,468



(5,433
)


5,246



5,246



25,743



(5,374
)


3,760



3,760AMB-SGP Mexico, LLC


8,142



(1,555
)


(4,789
)(1)


(4,789
)(1)


9,461



(1,291
)


(3,067
)(1)


(3,067
)(1)AMB DFS Fund I, LLC






(201
)


(283
)


(281
)


50



149



3,303



3,303Total Co-investment Ventures


125,432



(31,674
)


2,176



2,178



130,322



(31,904
)


(14,381
)


(14,382
)Other Industrial Operating Joint Ventures


8,181



(1,978
)


1,503



1,503



9,118



(2,113
)


2,660



2,660Other Industrial Development Joint Ventures










(2
)


(2
)














Total Unconsolidated Joint Ventures

$
133,613


$
(33,652
)

$
3,677


$
3,679


$
139,440


$
(34,017
)

$
(11,721
)

$
(11,722
)  26




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    Includes $3.8 million of interest expense on loans from
    co-investment venture partners for both the three months ended
    March 31, 2010 and 2009.        As of March 31, 2010Equity

Maximum LossInvestment

ExposureFive Ventures

$
3,335


$
3,335
(1)  27




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    Per the partnership agreements for the Five Ventures, the
    Companys liability is limited to its investment in the
    entities. The Company does not guarantee any third-party debt
    held by these Five Ventures. Capital contributions to the Five
    Ventures subsequent to the initial capital contribution require
    the unanimous approval of both the Company and the joint venture
    partner, and as of March 31, 2010, the Company has no
    commitment to make additional contributions to the Five Ventures.  10.
    Stockholders
    Equity of the Parent Company  one-for-one
     28




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance as of December 31, 2008

$
2,966,204Net loss


(123,024
)Unrealized loss on derivatives


(3,301
)Foreign currency translation adjustments


(34,007
)Total comprehensive loss


(160,332
)Stock-based compensation amortization and issuance of restricted
    stock, net


7,304Contributions


2,606Distributions and allocations


(7,579
)Issuance of common stock


552,572Conversion of partnership units


(71
)Repurchase of noncontrolling interest


(9,768
)Forfeiture of restricted stock


(787
)Dividends ($0.28 per share)


(44,836
)Balance as of March 31, 2009

$
3,305,313     For the Three MonthsEnded March 31,Paying Entity

Security

2010


2009AMB Property Corporation

Common stock

$
0.280


$
0.280AMB Property Corporation

Series L preferred stock

$
0.406


$
0.406AMB Property Corporation

Series M preferred stock

$
0.422


$
0.422AMB Property Corporation

Series O preferred stock

$
0.438


$
0.438AMB Property Corporation

Series P preferred stock

$
0.428


$
0.428       Dividend Yield

Expected Volatility

Risk-free Interest Rate

Weighted Average

Weighted AverageWeighted



Weighted



Weighted

Expected Life

Grant DateFor the Quarter Ended

Range

Average

Range

Average

Range

Average

(Years)

Fair ValueMarch 31, 2010

4.4% - 5.1%


5.1
%

41.5% - 41.6%


41.6
%

2.6% - 2.7%


2.6
%


6.0


$
5.68    29




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      11.
    Partners
    Capital of the Operating Partnership  one-for-one
      
    The Operating Partnership determined that settlement in the
    Parent Companys stock is equivalent to settlement in
    equity of the Operating Partnership. The Parent Companys
    only significant asset is its interest in the Operating
    Partnership and the Parent Company conducts substantially all of
    its business through the Operating Partnership. The Parent
    Companys stock is the economic equivalent of the Operating
    Partnerships corresponding units. The Company has
    concluded that a redemption and issuance of shares in exchange
    for units does not represent a delivery of assets. 30




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    In accordance with the guidance for Contracts in Entitys
    Own Equity, the Operating Partnership, as the issuer of the
    units, controls the settlement options of the redemption of the
    units (shares or cash). Pursuant to an assignment agreement, the
    Parent Company has transferred to the Operating Partnership the
    right to elect to acquire some or all of any tendered units from
    the tendering partner in exchange for stock of the Parent
    Company. The unitholder has no control over whether it receives
    cash or Parent Company stock. There are no factors outside the
    issuers control that could impact those settlement options
    and there are no provisions that could require cash settlement
    upon redemption of units. The Operating Partnership units that
    are held by the Parent Company are redeemable only to maintain
    the 1:1 ratio of outstanding shares of the Parent Company to the
    outstanding units of the Operating Partnership and to facilitate
    the transfer of cash to the Parent Company from the Operating
    Partnership upon redemption of Parent Company stock. The Parent
    Company and the Operating Partnership are structured and
    operated as one interrelated, consolidated business under a
    single management. The decision to pay cash or have the Parent
    Company issue registered or unregistered shares of stock is made
    by a single management team acting for both the Operating
    Partnership and the Parent Company and causing the entities to
    act in concert.
    Management has concluded that there is no conflict in fiduciary
    duty or interest with respect to the decision to settle a
    redemption request in cash or common shares of the Parent
    Company.      Balance as of December 31, 2008

$
2,966,204Net loss


(123,024
)Unrealized loss on derivatives


(3,301
)Foreign currency translation adjustments


(34,007
)Total comprehensive income


(160,332
)Contributions


2,606Distributions and allocations


(7,579
)Stock-based compensation amortization and issuance of common
    limited partnership units in connection with the issuance of
    restricted stock and options


7,304Issuance of common units


552,572Cash redemption of operating partnership units


(71
)Repurchase of noncontrolling interest


(9,768
)Forfeiture of common limited partnership units in connection
    with the forfeiture of restricted stock


(787
)Distributions


(44,836
)Balance as of March 31, 2009

$
3,305,313  31




---



##### Table of Contents



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

Security

2010


2009AMB Property, L.P.

Common limited partnership units

$
0.280


$
0.280AMB Property, L.P.

Series L preferred stock

$
0.406


$
0.406AMB Property, L.P.

Series M preferred stock

$
0.422


$
0.422AMB Property, L.P.

Series O preferred stock

$
0.438


$
0.438AMB Property, L.P.

Series P preferred stock

$
0.428


$
0.428AMB Property II, L.P.

Class B common limited partnership units

$
0.280


$
0.280AMB Property II, L.P.

Series D preferred units(1)

$



$
0.898     (1)
    
    On November 10, 2009, the Parent Company purchased all
    1,595,337 outstanding series D preferred units of AMB
    Property II, L.P. in exchange for 2,880,281 shares of its
    common stock at a discount of $9.8 million. The Operating
    Partnership issued 2,880,281 general partnership units to the
    Parent Company in exchange for the 1,595,337 series D
    preferred units the Parent Company purchased.      Dividend Yield

Expected Volatility

Risk-free Interest Rate

Weighted Average

Weighted AverageWeighted



Weighted



Weighted

Expected Life

Grant DateFor the Quarter Ended

Range

Average

Range

Average

Range

Average

(Years)

Fair ValueMarch 31, 2010

4.4% - 5.1%


5.1
%

41.5% - 41.6%


41.6
%

2.6% - 2.7%


2.6
%


6.0


$
5.68      32




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    12.
    Income
    (Loss) Per Share and Unit      For the Three MonthsEnded March 31,2010


2009NumeratorLoss from continuing operations attributable to common
    stockholders

$
(31
)

$
(136,152
)Preferred stock dividends


(3,952
)


(3,952
)Loss from continuing operations (after noncontrolling
    interests share of (income) loss from continuing
    operations, preferred stock dividends and preferred unit
    redemption discount)


(3,983
)


(140,104
)Total discontinued operations attributable to common
    stockholders after noncontrolling interests


(120
)


17,754Allocation to participating securities


(344
)


(258
)Net loss available to common stockholders

$
(4,447
)

$
(122,608
)DenominatorBasic


148,666,418



98,915,587Stock option dilution(1)






Diluted weighted average common shares


148,666,418



98,915,587Basic (loss) income per common share attributable to AMB
    Property CorporationLoss from continuing operations

$
(0.03
)

$
(1.42
)Discontinued operations






0.18Net loss available to common stockholders(2)

$
(0.03
)

$
(1.24
)Diluted (loss) income per common share attributable to AMB
    Property CorporationLoss from continuing operations

$
(0.03
)

$
(1.42
)Discontinued operations






0.18Net loss available to common stockholders(2)

$
(0.03
)

$
(1.24
)     (1)
    
    Excludes anti-dilutive stock options of 6,410,907 and 7,383,791
    for the three months ended March 31, 2010 and 2009,
    respectively. These weighted average shares relate to
    anti-dilutive stock options, which are calculated using the
    treasury stock method, and could be dilutive in the future.(2)
    
    In accordance with the Companys policies for EPS and
    participating securities, the net income (loss) available to
    common stockholders is adjusted for earnings distributed through
    declared dividends and allocated to all 33




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  participating securities (weighted average common shares
    outstanding and unvested restricted stock outstanding) under the
    two-class method. Under this method, allocations were made to
    1,228,034 and 920,281 unvested restricted shares outstanding for
    the three months ended March 31, 2010 and 2009,
    respectively.  one-for-one
  For the Three MonthsEnded March 31,2010


2009NumeratorLoss from continuing operations attributable to common
    unitholders

$
(88
)

$
(139,210
)Preferred stock distributions


(3,952
)


(3,952
)Loss from continuing operations (after noncontrolling
    interests share of (income) loss from continuing
    operations, preferred unit distributions and preferred unit
    redemption discount)


(4,040
)


(143,162
)Total discontinued operations attributable to common unitholders
    after noncontrolling interests


(122
)


18,142Allocation to participating securities


(344
)


(258
)Net loss available to common unitholders

$
(4,506
)

$
(125,278
)DenominatorBasic


150,786,346



101,093,862Stock option dilution(1)






Diluted weighted average common units


150,786,346



101,093,862Basic (loss) income per common unit attributable to AMB
    Property, L.P.Loss from continuing operations

$
(0.03
)

$
(1.42
)Discontinued operations






0.18Net loss available to common unitholders(2)

$
(0.03
)

$
(1.24
)Diluted (loss) income per common unit attributable to AMB
    Property, L.P.Loss from continuing operations

$
(0.03
)

$
(1.42
)Discontinued operations






0.18Net loss available to common unitholders(2)

$
(0.03
)

$
(1.24
)     (1)
    
    Excludes anti-dilutive stock options of 6,410,907 and 7,383,791
    for the three months ended March 31, 2010 and 2009,
    respectively. These weighted average shares relate to
    anti-dilutive stock options, which are calculated using the
    treasury stock method, and could be dilutive in the future.(2)
    
    In accordance with the Companys policies for EPS and
    participating securities, the net income (loss) available to
    common stockholders is adjusted for earnings distributed through
    declared dividends and allocated to all participating securities
    (weighted average common shares outstanding and unvested
    restricted stock 34




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  outstanding) under the two-class method. Under this method,
    allocations were made to 1,228,034 and 920,281 unvested
    restricted shares outstanding for the three months ended
    March 31, 2010 and 2009, respectively.  13.
    Segment
    Information  Form 10-K
    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)

2010


2009


2010


2009


2010


2009U.S. MarketsSouthern California

$
19,540


$
24,769


$
15,154


$
19,731


$
5


$
838No. New Jersey/New York


14,694



16,109



8,965



10,162







San Francisco Bay Area


19,936



22,766



13,703



16,611



566



Chicago


9,527



11,388



5,930



6,844







On-Tarmac


12,863



13,355



6,482



7,026







South Florida


10,405



10,025



7,001



6,593







Seattle


3,771



6,213



2,713



4,942







3,044Toronto


7,353



5,467



5,209



3,622







Baltimore/Washington


5,647



5,475



3,940



3,973







Non  U.S. MarketsEurope


5,673



2,967



2,860



763



(122
)


Japan


8,015



5,532



5,456



3,173







28,588Other Markets


28,816



32,571



18,970



21,900



4,354



816Total markets


146,240



156,637



96,383



105,340



4,803



33,286Straight-line rents and amortization of lease intangibles


4,289



3,392



4,289



3,392







Discontinued operations


(22
)


(8,305
)


126



(6,396
)






Private capital income


7,445



11,695















Total

$
157,952


$
163,419


$
100,798


$
102,336


$
4,803


$
33,286     (1)
    
    The markets included in U.S. markets are a subset of the
    Companys regions defined as East, West and Central in the
    Americas. Japan is a part of the Companys Asia region.(2)
    
    Property net operating income (NOI) is defined as
    rental revenues, including reimbursements, less property
    operating expenses. NOI excludes depreciation, amortization,
    general and administrative expenses, restructuring charges, real
    estate impairment losses, development profits (losses), gains
    (losses) from sale or contribution of real estate interests, and
    interest expense. The Company believes that net income, as
    defined by GAAP, is the most appropriate earnings measure.
    However, NOI is a useful supplemental measure calculated to help
    investors understand the Companys operating performance,
    excluding the effects of costs and expenses which are not
    related to the performance of the assets. NOI is widely used by
    the real estate industry as a useful supplemental measure, which
    helps investors compare the Companys operating performance
    with that of other companies. Real estate impairment losses have
    been excluded in deriving NOI because the Company does not
    consider its impairment losses to be a property operating
    expense. The Company believes that the exclusion of 35




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  impairment losses from NOI is a common methodology used in the
    real estate industry. Real estate impairment losses relate to
    the changing values of the Companys assets but do not
    reflect the current operating performance of the assets with
    respect to their revenues or expenses. The Companys real
    estate impairment losses are non-cash charges which represent
    the write down in the value of assets when estimated fair value
    over the holding period is lower than current carrying value.
    The impairment charges were principally a result of increases in
    estimated capitalization rates and deterioration in market
    conditions that adversely impacted underlying real estate
    values. Therefore, the impairment charges are not related to the
    current performance of the Companys real estate operations
    and should be excluded from its calculation of NOI.      For the Three MonthsEnded March 31,2010


2009Property NOI

$
100,798


$
102,336Private capital revenues


7,445



11,695Depreciation and amortization


(48,634
)


(42,125
)General and administrative


(31,951
)


(31,313
)Restructuring charges


(2,973
)


Fund costs


(314
)


(261
)Real estate impairment losses






(175,887
)Other (expenses) income


(1,191
)


662Development profits, net of taxes


4,803



33,286Equity in earnings (losses) of unconsolidated joint ventures, net


3,875



(34
)Other income (expenses)


289



(7,069
)Interest expense, including amortization


(32,613
)


(32,799
)Total discontinued operations


(154
)


18,485Net loss

$
(620
)

$
(123,024
)  36




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Total Assets as ofMarch 31,


December 31,2010


2009U.S. MarketsSouthern California

$
637,685


$
635,124No. New Jersey/New York


543,083



544,743San Francisco Bay Area


735,155



733,381Chicago


300,881



302,501On-Tarmac


157,039



159,549South Florida


412,283



411,811Seattle


146,468



146,192Toronto


304,863



297,282Baltimore/Washington


132,370



131,186Non  U.S. MarketsEurope


547,454



579,584Japan


658,140



663,032Other Markets


1,528,843



1,542,330Total markets


6,104,264



6,146,715Investments in unconsolidated joint ventures


606,838



462,130Non-segment assets


198,369



233,113Total assets

$
6,909,471


$
6,841,958     Real Estate Impairment Losses


Restructuring ChargesFor the Three Months


For the Three Months


For the Three Months


For the Three MonthsEnded March 31, 2010


Ended March 31, 2009


Ended March 31, 2010


Ended March 31, 2009U.S. MarketsSouthern California

$



$
16,809


$



$
No. New Jersey/New York






9,056







San Francisco Bay Area






4,275



2,018



Chicago






1,330







On-Tarmac














South Florida






5,531







Seattle














Toronto






30,921







Baltimore/Washington






543







Non  U.S. MarketsEurope






30,393



599



Japan






13,469



120



Other Markets






69,526



236



Total markets

$



$
181,853


$
2,973


$
  37




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    Commitments
    and Contingencies  Commitments
  Lease Commitments.
  Standby Letters of Credit.
  Guarantees and Contribution
    Obligations.
      Performance and Surety Bonds.
  Promote Interests and Other Contractual
    Obligations.
  Contingencies
  Litigation.
 38




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Environmental Matters.
  General Uninsured Losses.
  Captive Insurance Company.
  15.
    Derivatives
    and Hedging Activities  Risk
    Management Objective of Using Derivatives
     39




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash Flow
    Hedges of Interest Rate Risk
          Number of


Trade NotionalRelated Derivatives

Instruments


Amount(in thousands)Interest rate swaps (USD)


1


$
130,000Interest rate swaps (JPY)


1


$
133,649Interest rate caps


1


$
26,263   Non-designated
    Hedges
      Number of


Trade NotionalRelated Derivatives

Instruments


Amount(in thousands)Foreign exchange forward contracts


4


$
657,168Interest rate caps


1


$
7,319  40




---



##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value of Derivative Instruments at March 31,
    2010Asset Derivatives


Liability DerivativesBalance Sheet





Balance SheetLocation


Fair Value


Location


Fair ValueDerivatives designated as hedging instruments










Other assetsInterest rate swaps





$




(contra asset
)

$
1,426Interest rate caps


Other assets



52







Total





$
52






$
1,426Derivatives not designated as hedging instruments










Other assetsForeign exchange forward contracts


Other assets


$




(contra asset
)

$
841Interest rate caps


Other assets











Total





$







$
841Total derivative instruments





$
52






$
2,267   Fair Value of Derivative Instruments at December 31,
    2009Asset Derivatives


Liability DerivativesBalance Sheet





Balance SheetLocation


Fair Value


Location


Fair ValueDerivatives designated as hedging instruments










Other assetsInterest rate swaps





$




(contra asset
)

$
1,992Interest rate caps


Other assets



141







Total





$
141






$
1,992Derivatives not designated as hedging instruments










Other assetsForeign exchange forward contracts


Other assets


$
1,412



(contra asset
)

$
20Total





$
1,412






$
20Total derivative instruments





$
1,553






$
2,012     Location of GainDerivative Instruments Not

Recognized in Statement

Amount of GainDesignated as Hedging Instruments

of Operations

RecognizedFor the three months ended March 31, 2010Foreign exchange forward contracts

Other income (expenses)

$
16,878Total



$
16,878For the three months ended March 31, 2009Foreign exchange forward contracts

Other income (expenses)

$
5,886Total



$
5,886   41




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##### Table of Contents



AMB
    PROPERTY CORPORATION AND AMB PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Loss Recognized


Location of Loss

Loss Reclassifiedin Accumulated Other


Reclassified from

from AccumulatedComprehensive (Loss)


Accumulated OCI into

OCI into StatementDerivative Instruments in

Income (OCI)


Statement of Operations

of OperationsCash Flow Hedging Relationships

(Effective Portion)


(Effective Portion)

(Effective Portion)For the three months ended March 31, 2010Interest rate swaps

$
(238
)

Interest expense

$
(801
)Interest rate caps


(88
)

Interest expense


Total

$
(326
)



$
(801
)For the three months ended March 31, 2009Interest rate swaps

$
(305
)

Interest expense

$
(1,994
)Total

$
(305
)



$
(1,994
)   Credit-risk-related
    Contingent Features
  over-the-counter
    16.
    Subsequent
    Events     42




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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, such as those related to
    our capital resources, portfolio performance, results of
    operations and managements beliefs and expectations, 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 the companys 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 the company may not be able to realize them.
  The following factors, among others, apply to the
    companys business as a whole and could cause its actual
    results and future events to differ materially from those set
    forth or contemplated in the forward-looking statements:
  
    changes in general economic conditions in California, the
    U.S. or globally (including financial market fluctuations),
    global trade or in the real estate sector (including risks
    relating to decreasing real estate valuations and impairment
    charges);
    risks associated with using debt to fund the companys
    business activities, including re-financing and interest rate
    risks;
    the companys failure to obtain, renew, or extend
    necessary financing or access the debt or equity markets;
    the companys failure to maintain its current credit
    agency ratings or comply with its debt covenants;
    risks related to the companys obligations in the event
    of certain defaults under co-investment venture and other
    debt;
    risks associated with equity and debt securities financings
    and issuances (including the risk of dilution);
    defaults on or non-renewal of leases by customers or renewal
    at lower than expected rent;
    difficulties in identifying properties, portfolios of
    properties, or interests in real-estate related entities or
    platforms to acquire and in effecting acquisitions on
    advantageous terms and the failure of acquisitions to perform as
    the company expects;
    unknown liabilities acquired in connection with acquired
    properties, portfolios of properties, or interests in
    real-estate related entities;
    the companys failure to successfully integrate acquired
    properties and operations;
    risks and uncertainties affecting property development,
    redevelopment and value-added conversion (including construction
    delays, cost overruns, the companys inability to obtain
    necessary permits and financing, the companys inability to
    lease properties at all or at favorable rents and terms, and
    public opposition to these activities);
    the companys failure to set up additional funds,
    attract additional investment in existing funds or to contribute
    properties to its co-investment ventures due to such factors as
    its inability to acquire, develop, or lease properties that meet
    the investment criteria of such ventures, or the co-investment
    ventures inability to access debt and equity capital to
    pay for property contributions or their allocation of available
    capital to cover other capital requirements;
    risks and uncertainties relating to the disposition of
    properties to third parties and the companys ability to
    effect such transactions on advantageous terms and to timely
    reinvest proceeds from any such dispositions; 43




---



##### Table of Contents




    risks of doing business internationally and global expansion,
    including unfamiliarity with new markets and currency risks;
    risks of changing personnel and roles;
    losses in excess of the companys insurance coverage;
    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 the companys tax structuring;
    increases in interest rates and operating costs or greater
    than expected capital expenditures; and
    environmental uncertainties and risks related to natural
    disasters.  In addition, if the parent company fails to qualify and
    maintain its status as a real estate investment trust under the
    Internal Revenue Code of 1986, as amended, then the parent
    companys actual results and future events could differ
    materially from those set forth or contemplated in the
    forward-looking statements.
  The companys 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 the Annual Report on
    Form 10-K
    for AMB Property Corporation and AMB Property, L.P. for the year
    ended December 31, 2009, and any amendments thereto. The
    company cautions you not to place undue reliance on
    forward-looking statements, which reflect the companys
    analysis only and speak as of the date of this report or as of
    the dates indicated in the statements. All of the companys
    forward-looking statements, including those in this report, are
    qualified in their entirety by this statement. The company
    assumes no obligation to update or supplement forward-looking
    statements.
  ® ® and/or and/or
  http://www.amb.com. Form 10-K, Form 10-Q, Form 8-K 1-800-SEC-0330. http://www.sec.gov. ® ® ®
 44




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##### Table of Contents



THE
    COMPANY
  ®
    
    134.8 million square feet (principally, warehouse
    distribution buildings) on an owned and managed basis, which
    includes investments held on a consolidated basis or through
    unconsolidated joint ventures, that were 90.5% leased;
    13.4 million square feet in its development portfolio,
    including approximately 9.7 million square feet in 34
    development projects that are complete and in the process of
    stabilization and approximately 3.7 million square feet in
    nine development projects under construction;
    7.4 million square feet in 46 industrial operating
    buildings in unconsolidated joint ventures in which the company
    has investments but does not manage; and
    152,000 square feet through a ground lease, which is the
    location of its global headquarters.  day-to-day
    (415) 394-9000.
  Investment
    Strategy
   45




---



##### Table of Contents



® ® ®
    Primary
    Sources of Revenue and Earnings
  development-for-sale
  Long-Term
    Growth Strategies
    
    maintain and increase occupancy rates
    and/or
    increase rental rates at its properties;
    raise third-party equity and grow its earnings from its private
    capital business from the acquisition of new properties or
    through the possible contribution of properties;
    acquire industrial real estate with total returns above the
    companys cost of capital; and
    develop properties profitably and either to hold or to sell
    these development properties to third parties.  Growth
    through Operations
   46




---



##### Table of Contents



long-standing
    Growth
    through Co-Investments
  10-50%
    Growth
    through Acquisitions and Capital Redeployment
      Growth
    through Development
  build-to-suit
 47




---



##### Table of Contents



lease-up
    Managements
    Overview
  build-to-suit
  Strength
    of Balance Sheet and Liquidity
   48




---



##### Table of Contents



Real
    Estate Operations
          Private
    Capital Business
     49




---



##### Table of Contents



Development
    Business
    Summary
    of Key Transactions
    
    Acquired two properties aggregating approximately
    0.7 million square feet for an aggregate price of
    approximately $45.6 million through AMB U.S. Logistics
    Fund, L.P., an unconsolidated co-investment venture;
    Acquired 58 acres of land in Sao Paulo, Brazil with
    estimated build-out potential of 1.2 million square feet
    with its joint venture partner CCP; and
    Sold development projects aggregating approximately
    0.3 million square feet, including 0.2 million square
    feet that was part of an installment sale initiated in the
    fourth quarter of 2009 and completed in the first quarter of
    2010, for an aggregate sales price of $22.9 million, of
    which $12.5 million related to the installment sale.    Critical
    Accounting Policies
  Form 10-K
  CONSOLIDATED
    RESULTS OF OPERATIONS
    For the Three Months EndedMarch 31,2010


2009Acquired:Number of properties






Square feet (in thousands)






Acquisition cost (in thousands)

$



$
Development Properties Sold or Contributed:Square feet (in thousands)(1)


312



1,531  50




---



##### Table of Contents



(1)
    
    For the quarter ended March 31, 2010, the square footage
    includes 0.2 million square feet related to an installment
    sale initiated in the fourth quarter of 2009 and completed in
    the first quarter of 2010.  For the
    Three Months Ended March 31, 2010 and 2009 (dollars in
    millions):
  For the Three Months EndedMarch 31,Revenues

2010


2009


$ Change


% ChangeRental revenuesSame store

$
126.0


$
132.4


$
(6.4
)


(4.8
)%Development


13.0



9.2



3.8



41.3
%Other industrial


11.5



10.1



1.4



13.9
%Total rental revenues


150.5



151.7



(1.2
)


(0.8
)%Private capital revenues


7.5



11.7



(4.2
)


(35.9
)%Total revenues

$
158.0


$
163.4


$
(5.4
)


(3.3
)%     For the Three Months EndedMarch 31,Costs and Expenses

2010


2009


$ Change


% ChangeProperty operating costs:Rental expenses

$
28.9


$
30.1


$
(1.2
)


(4.0
)%Real estate taxes


20.8



19.3



1.5



7.8
%Total property operating costs

$
49.7


$
49.4


$
0.3



0.6
%Property operating costs:Same store

$
39.8


$
42.4


$
(2.6
)


(6.1
)%Development


5.7



3.8



1.9



50.0
%Other industrial


4.2



3.2



1.0



31.3
%Total property operating costs


49.7



49.4



0.3



0.6
%Depreciation and amortization


48.6



42.1



6.5



15.4
%General and administrative


32.0



31.3



0.7



2.2
%Restructuring charges


3.0







3.0



100.0
%Fund costs


0.3



0.3








%Real estate impairment losses






175.9



(175.9
)


(100.0
)%Other expenses (income)


1.2



(0.7
)


1.9



271.4
%Total costs and expenses

$
134.8


$
298.3


$
(163.5
)


(54.8
)%    51




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##### Table of Contents



For the Three Months EndedMarch 31,Other Income and (Expenses)

2010


2009


$ Change


% ChangeDevelopment profits, net of taxes

$
4.8


$
33.3


$
(28.5
)


(85.6
)%Equity in earnings of unconsolidated joint ventures, net


3.9







3.9



100.0
%Other income (expenses)


0.3



(7.1
)


7.4



104.2
%Interest expense, including amortization


(32.6
)


(32.8
)


(0.2
)


(0.6
)%Total other income and (expenses), net

$
(23.6
)

$
(6.6
)

$
(17.0
)


(257.6
)%       For the Three Months EndedMarch 31,Discontinued Operations

2010


2009


$ Change


% ChangeIncome attributable to discontinued operations

$
(0.2
)

$
(0.5
)

$
0.3



(60.0
)%Gains from sale of real estate interests, net of taxes






19.0



(19.0
)


(100.0
)%Total discontinued operations

$
(0.2
)

$
18.5


$
(18.7
)


(101.1
)%    52




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##### Table of Contents



For the Three Months EndedMarch 31,Preferred Stock/Units

2010

2009

$ Change

% ChangePreferred stock dividends/unit distributions

$
(4.0
)

$
(4.0
)

$





%Total preferred stock/units

$
(4.0
)

$
(4.0
)

$





%   LIQUIDITY
    AND CAPITAL RESOURCES OF THE PARENT COMPANY
      day-to-day
    Capital
    Resources of the Parent Company
     53




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##### Table of Contents



Common and Preferred Equity
  Market Equity as of March 31, 2010Shares/Units


Market


MarketSecurity

Outstanding


Price(1)


Value(2)Common stock


149,945,215
(5)

$
27.24


$
4,084,508Common limited partnership units(3)


3,376,141


$
27.24



91,966Total


153,321,356






$
4,176,474Total options outstanding










9,381,333Dilutive effect of stock options(4)










     (1)
    
    Dollars, per share/unit(2)
    
    Dollars, in thousands(3)
    
    Includes class B common limited partnership units issued by
    AMB Property II, L.P.(4)
    
    Computed using the treasury stock method and an average share
    price for the parent companys common stock of $25.33 for
    the quarter ended March 31, 2010. All stock options were
    anti-dilutive as of March 31, 2010.(5)
    
    Includes 1,228,034 shares of unvested restricted stock.  Preferred Stock as of March 31, 2010 (dollars in
    thousands)Dividend


Liquidation


Redemption/CallableSecurity

Rate


Preference


DateSeries L preferred stock


6.50
%

$
50,000


June 2008Series M preferred stock


6.75
%


57,500


November 2008Series O preferred stock


7.00
%


75,000


December 2010Series P preferred stock


6.85
%


50,000


August 2011Weighted average/total


6.80
%

$
232,500       debt-to-parent debt-to-parent debt-to-parent
 54




---



##### Table of Contents



loan-to-value 50-65% debt-to-parent
  Capitalization Ratios as of March 31, 2010Parent companys share of total
    debt-to-parent
    companys share of total market capitalization(1)


46.6
%Parent companys share of total debt plus
    preferred-to-parent
    companys share of total market capitalization(1)


49.5
%Parent companys share of total
    debt-to-parent
    companys share of total assets(1)


44.8
%Parent companys share of total debt plus
    preferred-to-parent
    companys share of total assets(1)


47.5
%     (1)
    
    Although the parent company does not hold any indebtedness
    itself, the parent companys total debt reflects the
    consolidation of the operating partnerships total debt for
    financial reporting purposes. The parent companys
    definition of total market capitalization for the
    parent company is total debt plus preferred equity liquidation
    preferences plus market equity. The definition of parent
    companys share of total market capitalization is the
    parent companys share of total debt plus preferred equity
    liquidation preferences plus market equity. The definition of
    market equity is the total number of outstanding
    shares of common stock of the parent company and common limited
    partnership units of the operating partnership and AMB Property
    II, L.P. multiplied by the closing price per share of the parent
    companys common stock as of March 31, 2010. The
    definition of preferred is preferred equity
    liquidation preferences. Parent companys share of
    total debt is the parent companys pro rata portion
    of the total debt based on the parent companys percentage
    of equity interest in each of the consolidated and
    unconsolidated joint ventures holding the debt. Parent
    companys share of total assets is the parent
    companys pro rata portion of the gross book value of real
    estate interests plus cash and other assets. The parent company
    believes that share of total debt is a meaningful supplemental
    measure, which enables both management and investors to analyze
    the parent companys leverage and to compare the parent
    companys leverage to that of other companies. In addition,
    it allows for a more meaningful comparison of the parent
    companys debt to that of other companies that do not
    consolidate their joint ventures. Parent companys share of
    total debt is not intended to reflect the parent companys
    actual liability should there be a default under any or all of
    such loans or a liquidation of the joint ventures. For a
    reconciliation of parent companys share of total debt to
    total consolidated debt, a GAAP financial measure, please see
    the table of debt maturities and capitalization in the section
    below entitled Liquidity and Capital Resources of the
    Operating Partnership.  Liquidity
    of the Parent Company
     55




---



##### Table of Contents



and/or
      Dividends.
  For the Three Months EndedMarch 31,Paying Entity

Security

2010


2009AMB Property Corporation

Common stock

$
0.280


$
0.280AMB Property Corporation

Series L preferred stock

$
0.406


$
0.406AMB Property Corporation

Series M preferred stock

$
0.422


$
0.422AMB Property Corporation

Series O preferred stock

$
0.438


$
0.438AMB Property Corporation

Series P preferred stock

$
0.428


$
0.428    56




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##### Table of Contents



For the Three MonthsEnded March 31,Summary of Dividends and Distributions Paid

2010


2009(dollars in thousands)Net cash provided by operating activities

$
70,065


$
61,825Dividends paid to common and preferred stockholders(1)


(45,644
)


(2,475
)Distributions to noncontrolling interests, including preferred
    units


(3,361
)


(3,595
)Excess of net cash provided by operating activities over
    dividends and distributions paid

$
21,060


$
55,755Net proceeds from divestiture of real estate

$
22,408


$
173,426Excess of net cash provided by operating activities and net
    proceeds fromdivestiture of real estate over dividends and distributions paid

$
43,468


$
229,181     (1)
    
    Partnership unit distributions paid to the parent company by the
    operating partnership are, in turn, paid by the parent company
    as dividends to its stockholders.  Debt guarantees.
   57




---



##### Table of Contents



Potential Contingent and Unknown
    Liabilities.
  LIQUIDITY
    AND CAPITAL RESOURCES OF THE OPERATING PARTNERSHIP
  Balance Sheet Strategy.
    
    cash on hand and cash flow from operations;
    borrowings under its unsecured credit facilities;
    other forms of secured or unsecured financing;
    assumption of debt related to acquired properties;
    proceeds from limited partnership unit offerings (including
    issuances of limited partnership units by the operating
    partnerships subsidiaries);
    proceeds from debt securities offerings by the operating
    partnership;
    proceeds from equity offerings by the parent company; 58




---



##### Table of Contents




    net proceeds from divestitures of properties;
    private capital from co-investment partners;
    net proceeds from contributions of properties and completed
    development projects to its co-investment ventures; and
    net proceeds from the sales of development projects, value-added
    conversion projects and land to third parties.    
    debt service;
    distributions on outstanding common, preferred and general
    partnership units;
    working capital;
    acquisitions of properties, portfolios of properties, interests
    in real-estate related entities or platforms; and
    development, expansion and renovation of properties.  Capital
    Resources of the Operating Partnership
      Cash Flows.
  Partners Capital.
  Development Completions.
 59




---



##### Table of Contents



For the Three MonthsEnded March 31,2010


2009Placed in Operations:Number of projects






3Square feet






2,033,763Estimated investment(1)

$



$
143,882Sold:Number of projects






1Square feet






388,000Estimated investment(1)

$



$
22,527Available for Sale or Contribution:Number of projects


6



6Square feet


1,578,067



1,573,974Estimated investment(1)

$
162,962


$
125,210Total:Number of projects


6



10Square feet


1,578,067



3,995,737Estimated investment(1)

$
162,962


$
291,619     (1)
    
    Estimated investment is before the impact of cumulative real
    estate impairment losses.    For the Three MonthsEnded March 31,2010(1)


2009Square feet


312,103



549,591Gross sales price

$
22,893


$
41,808Net proceeds

$
21,936


$
39,710Development gains, net of taxes

$
4,803


$
4,698     (1)
    
    Includes the installment sale of 0.2 million square feet
    for $12.5 million gross sales price ($12.0 million net
    proceeds) with development gains of $3.9 million recognized
    in the three months ended March 31, 2010, which was
    initiated in the fourth quarter of 2009 and completed in the
    first quarter of 2010. 60




---



##### Table of Contents



co-investment
  For the Three Months EndedMarch 31,2010


2009Number of projects contributed to AMB Japan Fund I,
    L.P.






1Square Feet






981,162Total number of contributed development assets






1Total square feet






981,162Gross contribution price

$



$
184,793Net proceeds

$



$
56,822Development gains, net of taxes

$



$
28,588   Properties Held for Sale or Contribution,
    Net. development-for-sale
      Gains from Sale of Real Estate Interests, Net of
    Taxes.
  Co-investment Ventures.
 61




---



##### Table of Contents



Approximate


OriginalConsolidated Co-investment

Co-investment Venture

Ownership


PlannedVenture

Partner

Percentage


Capitalization(1)AMB Institutional Alliance Fund II, L.P.

AMB Institutional Alliance REIT II, Inc.


20%


$
490,000AMB-SGP, L.P.

Industrial JV Pte. Ltd.


50%


$
420,000AMB-AMS,
    L.P.

PMT, SPW and TNO


39%


$
228,000     (1)
    
    Planned capitalization includes anticipated debt and all
    partners expected equity contributions.      Approximate


Operating


EstimatedUnconsolidated Co-investment

Co-Investment Venture

Ownership


Partnerships Net


InvestmentVenture

Partner

Percentage


Equity Investment


CapacityAMB U.S. Logistics Fund, L.P.(1)

AMB U.S. Logistics REIT, Inc.


31%


$
316,804


$
200,000
(2)AMB Europe Fund I, FCP-FIS

Institutional investors


30%


$
106,685


$
200,000
(2)AMB Japan Fund I, L.P.

Institutional investors


20%


$
81,373


$
AMB-SGP Mexico, LLC

Industrial (Mexico) JV Pte. Ltd.


22%


$
18,374


$
245,000AMB DFS Fund I, LLC

Strategic Realty Ventures, LLC


15%


$
14,394


$

(3)     (1)
    
    Effective January 1, 2010, the name of AMB Institutional
    Alliance Fund III, L.P. was changed to AMB U.S. Logistics
    Fund, L.P.(2)
    
    The investment capacity of AMB U.S. Logistics Fund, L.P. and AMB
    Europe Fund I, FCP-FIS, as open-ended funds, is not limited.
    Investment capacity is estimated based on the cash of the fund
    and additional leverage and may change.(3)
    
    The investment period for AMB DFS Fund I, LLC ended in June
    2009, and as of March 31, 2010, the remaining estimated
    investment is $5.0 million to complete the existing
    development assets held by the fund.      Debt. debt-to-operating debt-to-operating
 62




---



##### Table of Contents



debt-to-operating loan-to-value 50-65% debt-to-operating
            and/or
 63




---



##### Table of Contents



64




---



##### Table of Contents



Credit Facilities.
   65




---



##### Table of Contents



66




---



##### Table of Contents



Wholly OwnedUnsecured





Consolidated Joint Venture



Total



UnconsolidatedSenior


Credit


Other


Secured


Secured


Other



Consolidated



Joint



TotalDebt


Facilities(1)


Debt


Debt


Debt


Debt



Debt



Venture Debt



Debt2010

$
65,000


$
385,077


$
1,591


$
75,038


$
66,406


$




$
593,112



$
157,100



$
750,2122011


69,000



330,921



2,186



87,933



136,178








626,218




602,291




1,228,5092012










417,607



27,765



417,089



50,000




912,461




447,137




1,359,5982013


293,897







920



19,693



50,026



4,300




368,836




684,008




1,052,8442014










616







9,811








10,427




778,764




789,1912015


112,491







664







17,610








130,765




264,385




395,1502016


250,000















16,231








266,231




72,959




339,1902017


















1,272








1,272




351,488




352,7602018


125,000















1,455








126,455




183,194




309,6492019


250,000















29,910








279,910




803




280,713Thereafter


















7,528








7,528




5,041




12,569Subtotal

$
1,165,388


$
715,998


$
423,584


$
210,429


$
753,516


$
54,300



$
3,323,215



$
3,547,170



$
6,870,385Unamortized net (discounts) premiums


(9,443
)










182



(234
)







(9,495
)



(4,724
)



(14,219
)Subtotal

$
1,155,945


$
715,998


$
423,584


$
210,611


$
753,282


$
54,300



$
3,313,720



$
3,542,446



$
6,856,166Joint venture partners share of debt


















(422,754
)


(43,440
)



(466,194
)



(2,534,902
)



(3,001,096
)Operating partnerships share of total debt(2)

$
1,155,945


$
715,998


$
423,584


$
210,611


$
330,528


$
10,860



$
2,847,526



$
1,007,544



$
3,855,070Weighted average interest rate


6.4
%


0.8
%


4.0
%


4.8
%


4.9
%


5.4
%



4.4
%



4.7
%



4.6
%Weighted average maturity (years)


5.8



0.7



2.6



1.2



2.6



2.5




3.2




3.9




3.6     (1)
    
    Represents three credit facilities with total capacity of
    approximately $1.6 billion. Includes $297.5 million of
    U.S. dollar borrowings, as well as $292.0 million,
    $85.7 million, $15.5 million and $25.2 million in
    Yen, Canadian dollar, Euro and Singapore dollar-based borrowings
    outstanding at March 31, 2010, respectively, translated to
    U.S. dollars using the foreign exchange rates in effect on
    March 31, 2010.(2)
    
    Operating partnerships share of total debt represents the
    operating partnerships pro rata portion of the total debt
    based on the operating partnerships percentage of equity
    interest in each of the consolidated or unconsolidated joint
    ventures holding the debt. The operating partnership believes
    that operating partnerships share of total debt is a
    meaningful supplemental measure, which enables both management
    and investors to analyze its leverage and to compare its
    leverage to that of other companies. In addition, it allows for
    a more meaningful comparison of the operating partnerships
    debt to that of other companies that do not consolidate their
    joint ventures. Operating partnerships share of total debt
    is not intended to reflect the operating partnerships
    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 operating partnerships share of
    total debt to total consolidated debt, a GAAP financial measure. 67




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##### Table of Contents



After Extension Options(1)(2)Wholly owned debt

2010


2011


2012


2013Unsecured Senior Debt

$
65,000


$
69,000


$



$
293,897Credit Facilities






385,077



330,921



Other Debt










418,566



1,798Operating Partnership Secured Debt


74,201



87,252



28,503



20,479Subtotal


139,201



541,329



777,990



316,174Consolidated Joint VenturesAMB-AMS,
    L.P.














39,674AMB Institutional Alliance Fund II, L.P.


1,064







5,504



93,457AMB-SGP, L.P.






41,865



292,552



Other Industrial Operating Joint Ventures


10,334



57,349



33,700



Subtotal


11,398



99,214



331,756



133,131Unconsolidated Joint VenturesAMB U.S. Logistics Fund, L.P.






174,080



77,191



285,889AMB Japan Fund I, L.P.


111,465



203,193



178,258



341,824AMB-SGP Mexico, LLC






58,825



166,346



AMB Europe Fund I, FCP-FIS










5,846



4,732Other Industrial Operating Joint Ventures


9,059



31,773







58,413Subtotal


120,524



467,871



427,641



690,858Total Consolidated


150,599



640,543



1,109,746



449,305Total Unconsolidated


120,524



467,871



427,641



690,858Total

$
271,123


$
1,108,414


$
1,537,387


$
1,140,163Total Operating Partnerships Share(3)

$
172,396


$
720,040


$
1,044,042


$
536,429     (1)
    
    Excludes scheduled principal amortization of debt maturing in
    years subsequent to 2013, as well as debt premiums and discounts.(2)
    
    Subject to certain conditions.(3)
    
    Total operating partnerships share represents the
    operating partnerships pro-rata portion of total debt
    maturing in 2010 through 2013 based on its percentage of equity
    interest in each of the consolidated and unconsolidated joint
    ventures holding the debt.  Market Capital as of March 31, 2010Units


Market


MarketSecurity

Outstanding


Price(1)


Value(2)Common general partnership units


149,715,804
(5)

$
27.24


$
4,078,259Common limited partnership units(3)


3,376,141


$
27.24



91,966Total


153,091,945






$
4,170,225Total options outstanding










9,381,333Dilutive effect of stock options(4)










     (1)
    
    Dollars, per unit.(2)
    
    Assumes that the operating partnerships common partnership
    units are exchanged for the parent companys common stock
    on a
    one-for-one
    basis because there is no public market for the operating
    partnerships units. Dollars, in thousands. 68




---



##### Table of Contents



(3)
    
    Includes class B common limited partnership units issued by
    AMB Property II, L.P.(4)
    
    Computed using the treasury stock method and an average share
    price for the parent companys common stock of $25.33 for
    the quarter ended March 31, 2010. All stock options were
    anti-dilutive as of March 31, 2010.(5)
    
    Includes 1,228,034 shares of unvested restricted stock.  Preferred units as of March 31, 2010 (dollars in
    thousands)Distribution


Liquidation


Redemption/CallableSecurity

Rate


Preference


DateSeries 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


6.80
%

$
232,500       Capitalization Ratios as of March 31, 2010Operating partnerships share of total
    debt-to-operating
    partnerships share of total market capitalization(1)


46.7%Operating partnerships share of total debt plus
    preferred-to-operating
    partnerships share of total market capitalization(1)


49.5%Operating partnerships share of total
    debt-to-operating
    partnerships share of total assets(1)


44.8%Operating partnerships share of total debt plus
    preferred-to-operating
    partnerships share of total assets(1)


47.5%     (1)
    
    The operating partnerships definition of total
    market capitalization for the operating partnership is
    total debt plus preferred equity liquidation preferences plus
    market capital. The definition of operating
    partnerships share of total market capitalization is
    the operating partnerships share of total debt plus
    preferred equity liquidation preferences plus market capital.
    The operating partnerships definition of market
    capital is the total number of outstanding common general
    partnership units of the operating partnership and common
    limited partnership units of AMB Property II, L.P. multiplied by
    the closing price per share of the parent companys common
    stock as of March 31, 2010. The definition of
    preferred is preferred equity liquidation
    preferences. Operating partnerships share of total
    debt is the operating partnerships pro rata portion
    of the total debt based on its percentage of equity interest in
    each of the consolidated and unconsolidated joint ventures
    holding the debt. Operating partnerships share of
    total assets is the operating partnerships pro rata
    portion of the gross book value of real estate interests plus
    cash and other assets. The operating partnership believes that
    operating partnerships share of total debt is a meaningful
    supplemental measure, which enables both management and
    investors to analyze its leverage and to compare its leverage to
    that of other companies. In addition, it allows for a more
    meaningful comparison of the operating partnerships debt
    to that of other companies that do not consolidate their joint
    ventures. Operating partnerships share of total debt is
    not intended to reflect the operating partnerships actual
    liability should there be a default under any or all of such
    loans or a liquidation of the joint ventures. For a
    reconciliation of operating partnerships share of total
    debt to total consolidated debt, a GAAP financial measure,
    please see the table of debt maturities and capitalization above. 69




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##### Table of Contents



Liquidity
    of the Operating Partnership
          For the Three Months EndedMarch 31,Paying Entity

Security

2010


2009AMB Property, L.P.

Common limited partnership units

$
0.280


$
0.280AMB Property, L.P.

Series L preferred stock

$
0.406


$
0.406AMB Property, L.P.

Series M preferred stock

$
0.422


$
0.422AMB Property, L.P.

Series O preferred stock

$
0.438


$
0.438AMB Property, L.P.

Series P preferred stock

$
0.428


$
0.428AMB Property II, L.P.

Class B common limited partnership units

$
0.280


$
0.280AMB Property II, L.P.

Series D preferred units(1)

$



$
0.898     (1)
    
    On November 10, 2009, the parent company purchased all
    1,595,337 outstanding series D preferred units of AMB
    Property II, L.P. in exchange for 2,880,281 shares of its
    common stock at a discount of $9.8 million. The operating
    partnership issued 2,880,281 general partnership units to the
    parent company in exchange for the 1,595,337 series D
    preferred units the parent company purchased.     70




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##### Table of Contents



For the Three MonthsEnded March 31,Summary of Distributions Paid

2010


2009(Dollars in thousands)Net cash provided by operating activities

$
70,065


$
61,825Distributions paid to partners


(46,238
)


(3,085
)Distributions to noncontrolling interests, including preferred
    units


(2,767
)


(2,985
)Excess of net cash provided by operating activities over
    distributions paid

$
21,060


$
55,755Net proceeds from divestiture of real estate

$
22,408


$
173,426Excess of net cash provided by operating activities and net
    proceeds from divestiture of real estate over distributions paid

$
43,468


$
229,181   Capital
    Commitments of the Operating Partnership
    For the Three MonthsEnded March 31,2010


2009The Americas:Number of new development projects






1Square feet






189,337Estimated total investment(1)

$



$
12,116Europe:Number of new development projects






1Square feet






274,802Estimated total investment(1)

$



$
17,118Asia:Number of new development projects






Square feet






Estimated total investment(1)

$



$
Total:Number of new development projects






2Square feet






464,139Estimated total investment(1)

$



$
29,234Total
    construction-in-progress
    estimated investment(1)(2)

$
300,768


$
983,581Total
    construction-in-progress
    invested to date(3)

$
269,612


$
824,347Total
    construction-in-progress
    remaining to invest(3)(4)

$
31,156


$
159,234  71




---



##### Table of Contents



(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, 2010 or 2009, as applicable.(2)
    
    Excludes the impact of real estate impairment losses and
    includes value-added conversions.(3)
    
    Amounts include capitalized interest and overhead costs, as
    applicable.(4)
    
    Calculated using estimated total investment before the impact of
    real estate impairment losses.  Development Portfolio. construction-in-progress Construction-in-progress,
        Lease Commitments.
  Co-Investment Ventures.
 72




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##### Table of Contents



Captive Insurance Company.
  Potential Contingent and Unknown
    Liabilities.
  
    liabilities for environmental conditions;
    losses in excess of insured coverage;
    claims of customers, vendors or other persons dealing with the
    companys predecessors prior to the companys
    formation or acquisition transactions that had not been asserted
    or were unknown prior to the operating partnerships
    formation or acquisition transactions;
    claims for indemnification by the general partners, officers and
    directors and others indemnified by the former owners of the
    operating partnerships properties;
    accrued but unpaid liabilities incurred in the ordinary course
    of business; and
    tax, legal and regulatory liabilities.  Capital
    Deployment
    For the Three MonthsEnded March 31,2010


2009The Americas:Acres


58



4Estimated build out potential (square feet)


1,162,103



Investment(1)

$
21,321


$
Asia:Acres






16Estimated build out potential (square feet)






456,529Investment(1)

$



$
3,513Total:Acres


58



20Estimated build out potential (square feet)


1,162,103



456,529Investment(1)

$
21,321


$
3,513  73




---



##### Table of Contents



(1)
    
    Represents actual cost incurred to date including initial
    acquisition, associated closing costs, infrastructure and
    associated capitalized interest and overhead costs.    For the Three MonthsEnded March 31,2010


2009Number of properties acquired by AMB U.S. Logistics Fund,
    L.P.


2



Square feet


687,932



Expected investment(1)

$
45,552


$
Total number of properties acquired


2



Total square feet


687,932



Total acquisition cost

$
45,400


$
Total acquisition capital


152



Total expected investment(1)

$
45,552


$
     (1)
    
    Includes total estimated cost of development, renovation, or
    expansion, including initial acquisition costs, prepaid ground
    leases, buildings, tenant improvements and associated
    capitalized interest and overhead 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, 2010 or 2009, as applicable.  OFF-BALANCE
    SHEET ARRANGEMENTS
  Standby Letters of Credit.
  Guarantees and Contribution
    Obligations.
      Performance and Surety Bonds.
 74




---



##### Table of Contents



Promote Interests and Other Contractual
    Obligations.
  SUPPLEMENTAL
    EARNINGS MEASURES
  Funds
    From Operations, as adjusted (FFO, as adjusted) and
    Funds From Operations Per Share and Unit, as adjusted
    (FFOPS, as adjusted)
       75




---



##### Table of Contents



76




---



##### Table of Contents



For the Three MonthsEnded March 31,2010


2009Net loss available to common unitholders of the operating
    partnership

$
(4,506
)

$
(125,278
)Net loss available to common unitholders of the operating
    partnership attributable to limited partners of the operating
    partnership


59



2,670Net loss available to common stockholders of the parent company


(4,447
)


(122,608
)Gains from sale or contribution of real estate interests, net






(18,946
)Depreciation and amortization:Total depreciation and amortization


48,634



42,125Discontinued operations depreciation


26



1,334Non-real estate depreciation


(2,545
)


(2,137
)Adjustment for depreciation on development profits


(1,546
)


Adjustments to derive FFO, as adjusted, from consolidated joint
    ventures:Joint venture partners noncontrolling interests (Net loss)


(375
)


(1,846
)Limited partnership unitholders noncontrolling interests
    (Net loss)


(200
)


(5,320
)Limited partnership unitholders noncontrolling interests
    (Development gains)


106



1,108FFO, as adjusted, attributable to noncontrolling interests


(5,380
)


(8,588
)Adjustments to derive FFO, as adjusted, from unconsolidated
    joint ventures:The companys share of net (income) loss


(3,875
)


34The companys share of FFO, as adjusted


14,453



12,135Adjustments for impairment charges and restructuring charges:Real estate impairment losses






175,887Discontinued operations real estate impairment losses






5,966Restructuring charges


2,973



Allocation to participating securities(1)


(42
)


(450
)Funds from operations, as adjusted

$
47,782


$
78,694Basic FFO, as adjusted, per common share and unit

$
0.31


$
0.77Diluted FFO, as adjusted, per common share and unit

$
0.31


$
0.77Weighted average common shares and units:Basic


152,042,559



102,352,575Diluted


152,769,638



102,352,947     (1)
    
    To be consistent with the companys policies of determining
    whether instruments granted in share-based payment transactions
    are participating securities and accounting for earnings per
    share, the FFO, as adjusted, per common share and unit is
    adjusted for FFO, as adjusted, distributed through declared
    dividends and allocated to all participating securities
    (weighted average common shares and units outstanding and
    unvested restricted shares outstanding) under the two-class
    method. Under this method, allocations were made to 1,228,034
    and 920,281 unvested restricted shares outstanding for the three
    months ended March 31, 2010 and 2009, respectively. 77




---



##### Table of Contents



Same
    Store Net Operating Income (SS NOI)
    year-over-year
 78




---



##### Table of Contents



For the Three MonthsEnded March 31,2010


2009Net loss

$
(620
)

$
(123,024
)Private capital revenues


(7,445
)


(11,695
)Depreciation and amortization


48,634



42,125Real estate impairment losses






175,887General and administrative and fund costs


32,265



31,574Restructuring charges


2,973



Total other income and expenses


24,837



5,954Total discontinued operations


154



(18,485
)Net operating income


100,798



102,336Less non same-store NOI


(16,122
)


(11,468
)Less non-cash adjustments(1)


(2,520
)


(417
)Cash-basis same-store NOI

$
82,156


$
90,451Less lease termination fees


(638
)


(783
)Cash-basis same-store NOI, excluding lease termination fees

$
81,518


$
89,668     (1)
    
    Non-cash adjustments include straight-line rents and
    amortization of lease intangibles for the same store pool only.  OWNED AND
    MANAGED OPERATING AND LEASING STATISTICS
  Owned and
    Managed Operating and Leasing Statistics (1)
    Operating PortfolioSquare feet owned(2)(3)


134,762,036Occupancy percentage(3)


90.5
%Average occupancy percentage


90.3
%Weighted average lease terms (years):Original


6.3Remaining


3.5Trailing four quarters tenant retention


64.7
%Trailing four quarters rent change on renewals and rollovers:(4)Percentage


(9.1
)%Same space square footage commencing (millions)


24.1Trailing four quarters second generation leasing activity:(5)Tenant improvements and leasing commissions per sq. ft.:Retained

$
1.15Re-tenanted

$
2.71Weighted average

$
1.80Square footage commencing (millions)


29.8  79




---



##### Table of Contents



(1)
    
    Schedule includes owned and managed operating properties. This
    excludes development and renovation projects and recently
    completed development projects available for sale or
    contribution.(2)
    
    As of March 31, 2010, the company had investments in
    7.4 million square feet of operating properties through its
    investments in non-managed unconsolidated joint ventures and
    152,000 square feet, which is the location of its global
    headquarters.(3)
    
    On a consolidated basis, the company had approximately
    75.1 million rentable square feet with an occupancy rate of
    88.7% at March 31, 2010.(4)
    
    Rent changes on renewals and rollovers are calculated as the
    difference, weighted by square feet, of the net annualized base
    rent (ABR) due the first month of a term commencement and the
    net ABR due the last month of the former customer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.    The








Total/WeightedOwned and Managed Property Data(1)

Americas


Europe


Asia


AverageFor the quarter ended March 31, 2010:Rentable square feet


112,406,277



11,045,789



11,309,970



134,762,036Occupancy percentage at period end(2)


90.1
%


94.7
%


90.5
%


90.5
%Trailing four quarters same space square footage leased


20,986,185



1,051,545



2,074,055



24,111,785Trailing four quarters rent change on renewals and
    rollovers(2)(3)


(10.7
)%


(6.6
)%


(1.2
)%


(9.1
)%     (1)
    
    Schedule includes owned and managed operating properties which
    the company defines as properties in which it has at least a 10%
    ownership interest, for which the company is the property or
    asset manager and which the company currently intends to hold
    for the long term. This excludes development and renovation
    projects and recently completed development projects available
    for sale or contribution.(2)
    
    On a consolidated basis, for the Americas, Europe and Asia,
    occupancy percentage at period end for 2010 was 88.5%, 97.3% and
    88.6%, respectively, and trailing four quarters rent change on
    renewals and rollovers at period end for 2010 was (11.0)%,
    (4.3)% and (2.6)%, respectively. Properties in Europe are
    primarily held in the unconsolidated co-investment venture AMB
    Europe Fund I, FCP-FIS.(3)
    
    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 customer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. 80




---



##### Table of Contents



Owned and
    Managed Same Store Operating Statistics (1)
    Same Store Pool(2)Square feet in same store pool(3)


127,647,708% of total square feet


94.7
%Occupancy percentage(3)


90.2
%Average occupancy percentage


90.0
%Weighted average lease terms (years):Original


6.3Remaining


3.4Trailing four quarters tenant retention


64.4
%Trailing four quarters rent change on renewals and rollovers:(4)Percentage


(9.1
)%Same space square footage commencing (millions)


24.1Growth % increase (decrease) (including straight-line rents):Revenues(5)


(2.5
)%Net operating income, excluding lease termination fees(5)(6)


(3.5
)%Growth % increase (decrease) (excluding straight-line rents):Revenues(5)


(3.6
)%Net operating income, excluding lease termination fees(5)(6)


(5.1
)%     (1)
    
    Schedule includes owned and managed operating properties. 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 after
    December 31, 2008 (generally defined as properties that are
    90% leased or properties that have been substantially complete
    for at least 12 months).(3)
    
    On a consolidated basis, the company had approximately
    69.2 million square feet with an occupancy rate of 88.0% at
    March 31, 2010.(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 customers term. If free rent is
    granted, then the first positive full rent value is used as a
    point of comparison. The rental amounts exclude base stop
    amounts, holdover rent and premium rent charges. If either the
    previous or current lease terms are under 12 months, then
    they are excluded from this calculation. If the lease is first
    generation or there is no prior lease for comparison, then it is
    excluded from this calculation.(5)
    
    For the three months ended March 31, 2010, on a
    consolidated basis, the percentage change was (4.4)%, 0.6% and
    (6.7)%, respectively, for revenues, expenses and net operating
    income (including straight-line rents) and (6.0)%, 0.6% and
    (9.1)%, respectively, for revenues, expenses and net operating
    income (excluding straight-line rents).(6)
    
    See Supplemental Earnings Measures above for a
    discussion of same store net operating income and cash-basis
    same store net operating income and a reconciliation of same
    store net operating income and cash-basis same store net
    operating income and net income.  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk   81




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##### Table of Contents



2010

2011

2012

2013

2014

Thereafter

Total

Fair ValueFixed rate debt(1)

$
175,884


$
135,870


$
641,601


$
344,843


$
10,427


$
783,793


$
2,092,418


$
2,135,264Average interest rate


7.6
%


6.6
%


5.3
%


6.2
%


6.8
%


6.4
%


6.1
%


n/aVariable rate debt(2)

$
417,228


$
490,348


$
270,860


$
23,993


$



$
28,368


$
1,230,797


$
1,195,879Average interest rate


1.0
%


1.3
%


2.7
%


1.8
%



%


1.7
%


1.5
%


n/aInterest payments

$
17,561


$
15,390


$
41,304


$
21,784


$
712


$
50,499


$
147,250


$
n/a     (1)
    
    Represents 63.0% of all outstanding debt at March 31, 2010.(2)
    
    Represents 37.0% of all outstanding debt at March 31, 2010.      Financial Instruments.
 82




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##### Table of Contents



June 30,


September 4,


November 1,


October 1,


October 15,


Notional


FairRelated Derivatives

2010


2010


2010


2012


2012


Amount


ValueInterest Rate Swaps (USD)Trade Notional Amount





$
130,000














$
130,000Receive Floating (%)






3 mo. US LIBORPay Fixed Rate (%)






2.70
%Fair Market Value (USD)





$
(1,312
)

















$
(1,312
)Interest Rate Swaps (JPY)Trade Notional Amount

















$
133,649



133,649Receive Floating (%)


















3 mo. JPY TIBORPay Fixed Rate (%)


















0.60
%Fair Market Value (USD)

















$
(114
)






(114
)Interest Rate Caps (USD)Trade Notional Amount









$
7,319










$
7,319Underlying Rate










1 mo. US LIBORStrike Price










3.15
%Fair Market Value (USD)

























$
Trade Notional Amount













$
26,263






$
26,263Underlying Rate














1 mo. US LIBORStrike Price














4.25
%Fair Market Value (USD)













$
52










$
52Foreign Exchange Forward ContractsFX Forward Contract, EuroTrade Notional Amount (USD)

$
320,357


















$
320,357Forward Strike Rate


1.34886/30/2010 Forward Rate as of 3/31/2010


1.3511Fair Market Value (USD)

$
(557
)





















$
(557
)FX Forward Contract, CADTrade Notional Amount (USD)

$
196,986


















$
196,986Forward Strike Rate


1.01596/30/2010 Forward Rate as of 3/31/2010


1.0151Fair Market Value (USD)

$
(152
)





















$
(152
)FX Forward Contract, CADTrade Notional Amount (USD)

$
76,825


















$
76,825Forward Strike Rate


1.01606/30/2010 Forward Rate as of 3/31/2010


1.0151Fair Market Value (USD)

$
(70
)





















$
(70
)FX Forward Contract, GBPTrade Notional Amount (USD)

$
63,000


















$
63,000Forward Strike Rate


1.51586/30/2010 Forward Rate as of 3/31/2010


1.5173Fair Market Value (USD)

$
(62
)





















$
(62
)$
954,399


$
(2,215
)  International Operations.
   83




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##### Table of Contents



Item 4.



Controls
    and Procedures (AMB Property Corporation)



The parent company maintains disclosure controls and procedures
    that are designed to ensure that information required to be
    disclosed in its reports filed under the Securities Exchange Act
    of 1934, as amended, is recorded, processed, summarized and
    reported within the time periods specified in the
    U.S. Securities and Exchange Commissions rules and
    forms, and that such information is accumulated and communicated
    to its management, including its chief executive officer and
    chief financial officer, as appropriate, to allow timely
    decisions regarding required disclosure. In designing and
    evaluating the disclosure controls and procedures, the parent
    companys management recognizes that any controls and
    procedures, no matter how well designed and operated, can
    provide only reasonable assurance of achieving the desired
    control objectives, and its management is required to apply its
    judgment in evaluating the cost-benefit relationship of possible
    controls and procedures. Also, the parent company has
    investments in certain unconsolidated entities, which are
    accounted for using the equity method of accounting. As the
    parent company does not control or manage these entities, its
    disclosure controls and procedures with respect to such entities
    may be substantially more limited than those it maintains with
    respect to its consolidated subsidiaries.



As required by
    Rule 13a-15(b)
    or
    Rule 15d-15(b)
    of the Securities Exchange Act of 1934, as amended, management
    of the parent company carried out an evaluation, under the
    supervision and with participation of its chief executive
    officer and chief financial officer, of the effectiveness of the
    design and operation of its disclosure controls and procedures
    that were in effect as of the end of the quarter covered by this
    report. Based on the foregoing, the parent companys chief
    executive officer and chief financial officer each concluded
    that its disclosure controls and procedures were effective at
    the reasonable assurance level.



There have been no changes in the parent companys internal
    control over financial reporting during its most recent fiscal
    quarter that have materially affected, or are reasonably likely
    to materially affect, its internal control over financial
    reporting. Controls
    and Procedures (AMB Property, L.P.)    Rule 13a-15(b) Rule 15d-15(b)
   84




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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    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    (Removed
    and Reserved)  Item 5.
    Other
    Information    Item 6.
    Exhibits  No. 001-13545.
  ExhibitNumber

Description31
.1

Rule 13a-14(a)/15d-14(a)
    Certifications dated April 30, 2010 for AMB Property
    Corporation.31
.2

Rule 13a-14(a)/15d-14(a)
    Certifications dated April 30, 2010 for AMB Property, L.P.32
.1

18 U.S.C. § 1350 Certifications dated April 30,
    2010 for AMB Property Corporation. 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 the parent companys filings, whether made
    before or after the date hereof, regardless of any general
    incorporation language in such filing.32
.2

18 U.S.C. § 1350 Certifications dated April 30,
    2010 for AMB Property, L.P. 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
    the operating partnerships filings, whether made before or
    after the date hereof, regardless of any general incorporation
    language in such filing.  85




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##### Table of Contents



AMB
    PROPERTY CORPORATION
  SIGNATURES
    
  Registrant
  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)
   86




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##### Table of Contents



AMB
    PROPERTY, L.P.
  SIGNATURES
    
  By: AMB Property Corporation,
    its general partner
  By:
    /s/  Hamid
    R. Moghadam   Chairman of the Board and
 Chief Executive Officer
 (Duly Authorized Officer and
 Principal Executive Officer)
  By:
    /s/  Thomas
    S. Olinger   Chief Financial Officer
 (Duly Authorized Officer and Principal
 Financial Officer)
  By:
    /s/  Nina
    A. Tran   Senior Vice President and
 Chief Accounting Officer
 (Duly Authorized Officer and Principal
 Accounting Officer)
   87