##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      FORM 10-K
      (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file number
    001-14245
 AMB Property, L.P.
 (Exact name of registrant as
    specified in its charter)
  Delaware

94-3285362(State or Other Jurisdiction
    of

(IRS Employer Identification
    No.)Incorporation or
    Organization)Pier 1, Bay 1,

94111San Francisco, California

(Zip Code)(Address of Principal Executive
    Offices)  (415) 394-9000
 (Registrants telephone number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  o o þ o
   Rule 12b-2 o þ
  DOCUMENTS INCORPORATED BY REFERENCE




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




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
    changes in local, state and federal regulatory requirements,
    including changes in real estate and zoning laws;
    increases in real property tax rates;
    risks associated with our tax structuring;
    increases in interest rates and operating costs or greater
    than expected capital expenditures;
    environmental uncertainties and risks related to natural
    disasters; and
    our general partners failure to qualify and maintain
    its status as a real estate investment trust under the Internal
    Revenue Code of 1986, as amended.  Our success also depends upon economic trends generally,
    various market conditions and fluctuations and those other risk
    factors discussed under the heading Risk Factors in
    Item 1A of this report. We caution you not to place undue
    reliance on forward-looking statements, which reflect our
    analysis only and speak as of the date of this report or as of
    the dates indicated in the statements. All of our
    forward-looking statements, including those in this report, are
    qualified in their entirety by this statement. We assume no
    obligation to update or supplement forward-looking
    statements.
 3




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##### Table of Contents



PART I
  Item 1.
    Business  General
  ® ®
          ® ® ®
    
    on an owned and managed basis, which include investments held on
    a consolidated basis or through unconsolidated co-investment
    ventures, we owned or partially owned approximately
    118.2 million square feet (principally warehouse
    distribution buildings) that were 96.0% leased; 4




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
    on an owned and managed basis, which include investments held on
    a consolidated basis or through unconsolidated co-investment
    ventures, we had investments in 56 industrial development
    projects, which are expected to total approximately
    17.8 million square feet upon completion;
    on a consolidated basis, we owned 12 development projects,
    totaling approximately 4.2 million square feet, which are
    available for sale or contribution;
    through non-managed unconsolidated co-investment ventures, we
    had investments in 46 industrial operating properties, totaling
    approximately 7.4 million square feet; and
    we held approximately 0.1 million square feet, which is the
    location of our global headquarters.  (415) 394-9000. www.amb.com Form 10-K, Form 10-Q, Form 8-K 1-800-SEC-0330. http://www.sec.gov
  ® ® ® ®
  Operating
    Strategy
     5




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Growth
    Strategies
  Growth
    through Operations
    Growth
    through Development, Redevelopment and Value-Added
    Conversions
      Growth
    through Acquisitions and Capital Redeployment
   6




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Growth
    through Global Expansion
    ®
  Growth
    through Co-Investments
  15-50%
 7




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Item 1A.
    Risk
    Factors  BUSINESS
    RISKS
    General
    Real Estate Industry Risks
  Our
    performance and value are subject to general economic conditions
    and risks associated with our real estate assets.
    
    changes in the general economic climate, including rising
    inflation;
    local conditions, such as oversupply of or a reduction in demand
    for industrial space;
    the attractiveness of our properties to potential customers;
    competition from other properties;
    our ability to provide adequate maintenance and insurance;
    increased operating costs;
    increased cost of compliance with regulations;
    the potential for liability under applicable laws (including
    changes in tax laws); and
    disruptions in the global supply chain caused by political,
    regulatory or other factors, including terrorism.      We may
    be unable to renew leases or relet space as leases
    expire.
   8




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Actions
    by our competitors may decrease or prevent increases of the
    occupancy and rental rates of our properties.
    Real
    estate investments are relatively illiquid, making it difficult
    for us to respond promptly to changing conditions.
    We
    could be adversely affected if a significant number of our
    customers are unable to meet their lease
    obligations.
    We may
    be unable to consummate acquisitions on advantageous terms or
    acquisitions may not perform as we expect.
   9




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We may
    be unable to complete renovation, development and redevelopment
    projects on advantageous terms.
    
    we may not be able to obtain financing for development projects
    on favorable terms and complete construction on schedule or
    within budget, resulting in increased debt service expense and
    construction costs and delays in leasing the properties and
    generating cash flow;
    we may not be able to obtain, or may experience delays in
    obtaining, all necessary zoning, land-use, building, occupancy
    and other governmental permits and authorizations;
    the properties may perform below anticipated levels, producing
    cash flow below budgeted amounts;
    we may not be able to capture the anticipated enhanced value
    created by our value-added conversion projects ever or on our
    expected timetables;
    substantial renovation, new development and redevelopment
    activities, regardless of their ultimate success, typically
    require a significant amount of managements time and
    attention, diverting their attention from our day-to-day
    operations; and
    upon completion of construction, we may not be able to obtain,
    or obtain on advantageous terms, permanent financing for
    activities that we have financed through construction loans.  Risks
    Associated With Our International Business
  Our
    international growth is subject to special risks and we may not
    be able to effectively manage our international
    growth.
  non-U.S. entities
    
    differing employment practices and labor issues;
    local business and cultural factors that differ from our usual
    standards and practices;
    regulatory requirements and prohibitions that differ between
    jurisdictions; and
    health concerns.   10




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Acquired
    properties may be located in new markets, where we may face
    risks associated with investing in an unfamiliar
    market.
    We are
    subject to risks from potential fluctuations in exchange rates
    between the U.S. dollar and the currencies of the other
    countries in which we invest.
    General
    Business Risks
  Our
    performance and value are impacted by the local economic
    conditions of and the risks associated with doing business in
    California.
    We may
    experience losses that our insurance does not
    cover.
   11




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and/or
  We are
    subject to risks and liabilities in connection with properties
    owned through co-investment ventures, limited liability
    companies, partnerships and other investments.
    
    if our partners, co-members or co-investment venturers go
    bankrupt, then we and any other remaining general partners,
    members or co-investment venturers would generally remain liable
    for the partnerships, limited liability companys or
    co-investment ventures liabilities;
    if our partners fail to fund their share of any required capital
    contributions, then we may be required to contribute such
    capital;
    our partners, co-members or co-investment venturers might have
    economic or other business interests or goals that are
    inconsistent with our business interests or goals that would
    affect our ability to operate the property; 12




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
    our partners, co-members or co-investment venturers may have the
    power to act contrary to our instructions, requests, policies or
    objectives, including our general partners current policy
    with respect to maintaining its qualification as a real estate
    investment trust;
    the co-investment venture, limited liability and partnership
    agreements often restrict the transfer of a co-investment
    ventures, members or partners interest or may
    otherwise restrict our ability to sell the interest when we
    desire or on advantageous terms;
    our relationships with our partners, co-members or co-investment
    venturers are generally contractual in nature and may be
    terminated or dissolved under the terms of the agreements, and
    in such event, we may not continue to own or operate the
    interests or assets underlying such relationship or may need to
    purchase such interests or assets at an above-market price to
    continue ownership;
    disputes between us and our partners, co-members or
    co-investment venturers may result in litigation or arbitration
    that would increase our expenses and prevent AMB Property
    Corporations officers and directors from focusing their
    time and effort on our business and result in subjecting the
    properties owned by the applicable partnership, limited
    liability company, or co-investment venture to additional
    risk; and
    we may in certain circumstances be liable for the actions of our
    partners, co-members or co-investment venturers.    We may
    be unable to complete divestitures on advantageous terms or
    contribute properties.
      We may
    not be successful in contributing properties to our
    co-investment ventures or disposing of properties to third
    parties.
   13




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Contingent
    or unknown liabilities could adversely affect our financial
    condition.
    
    liabilities for environmental conditions;
    accrued but unpaid liabilities incurred in the ordinary course
    of business;
    tax liabilities; and
    claims for indemnification by the general partners, officers and
    directors and others indemnified by the former owners of the
    properties.  We are
    dependent on external sources of capital.
    Debt
    Financing Risks
  We
    could incur more debt, increasing our debt
    service.
   14




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We
    face risks associated with the use of debt to fund acquisitions
    and developments, including refinancing and interest rate
    risk.
        Adverse
    changes in our credit ratings could negatively affect our
    financing activity.
   15




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Covenants
    in our debt agreements could adversely affect our financial
    condition.
    Failure
    to hedge effectively against interest rates may adversely affect
    results of operations.
    Conflicts
    of Interest Risks
  Some
    of AMB Property Corporations directors and executive
    officers are involved in other real estate activities and
    investments and, therefore, may have conflicts of interest with
    us.
    AMB
    Property Corporations duty to its stockholders may
    conflict with the interests of our limited partners and
    noteholders.
   16




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Risks
    Associated with Government Regulations
  The
    costs of compliance with environmental laws and regulations and
    any related potential liability could exceed our budgets for
    these items.
  clean-up clean-up clean-up
    clean-up
    Compliance
    or failure to comply with the Americans with Disabilities Act
    and other similar regulations could result in substantial
    costs.
   17




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Federal
    Income Tax Risks
  Our
    general partners failure to qualify as a real estate
    investment trust would have serious adverse consequences to our
    unitholders.
      Certain
    property transfers may generate prohibited transaction income,
    resulting in a penalty tax on gain attributable to the
    transaction.
   18




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Risks
    Associated With Our Dependence on Our General Partners Key
    Personnel
      Risks
    Associated with Our Disclosure Controls and Procedures and
    Internal Control over Financial Reporting
  Our
    business could be adversely impacted if we have deficiencies in
    our disclosure controls and procedures or internal control over
    financial reporting.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties  INDUSTRIAL
    PROPERTIES
    Property Characteristics.
 19




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December 31,Building Type

Description

2007

2006Warehouse

Customers typically 15,000-75,000 square feet, single or
    multi-customer


51.6
%


48.4
%Bulk Warehouse

Customers typically over 75,000 square feet, single or
    multi-customer


37.1
%


38.3
%Flex Industrial

Includes assembly or research & development, single or
    multi-customer


3.6
%


4.5
%Light Industrial

Smaller customers, 15,000 square feet or less, higher
    office finish


3.0
%


3.5
%Trans-Shipment

Unique configurations for truck terminals and cross-docking


1.3
%


1.5
%Air Cargo

On-tarmac or airport land for transfer of air cargo goods


2.8
%


3.2
%Office

Single or multi-customer, used strictly for office


0.6
%


0.6
%100.0
%


100.0
%   Lease Terms.
  Overview of Principal Global Markets.
   20




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Portfolio
    Overview
    Year-to-Date


Trailing FourAMB share of





Annualized


Same Store NOI


QuarterSquare


Square


Year-to-Date


Base Rent(1)


Growth Without


Rent Change onFeet as of


Feet as of


Average


psf as of


Lease Termination


Renewals and12/31/2007


12/31/2007


Occupancy


12/31/2007


Fees(2)


Rollovers(3)Southern California


17,514,557



57.1
%


96.5
%

$
6.53



4.9
%


10.2
%Chicago


12,939,948



53.3
%


91.0
%


5.30



4.9
%


0.8
%No. New Jersey/New York


11,115,945



50.1
%


98.6
%


7.21



7.9
%


3.1
%San Francisco Bay Area


10,262,443



72.6
%


96.2
%


6.42



3.8
%


(5.5
)%Seattle


7,891,551



49.7
%


96.3
%


5.17



6.0
%


18.6
%South Florida


6,276,291



70.5
%


97.5
%


7.49



10.6
%


12.0
%U.S. On-Tarmac(4)


2,629,113



92.6
%


94.2
%


18.69



0.9
%


1.4
%Other U.S. Markets


27,790,006



64.8
%


94.4
%


5.49



3.9
%


1.8
%U.S. Subtotal/Wtd Avg


96,419,854



60.9
%


95.3
%

$
6.42



5.0
%


4.1
%Canada


304,353



100.0
%


87.0
%

$
7.89



0.0
%


n/aMexico City


2,134,089



20.0
%


95.9
%


6.34



(6.9
)%


0.0
%Other Mexico Markets


2,769,507



20.0
%


93.2
%


4.83



(0.2
)%


0.1
%Mexico Subtotal/Wtd Avg


4,903,596



20.0
%


94.4
%

$
5.51



(3.8
)%


0.1
%The Americas Total/Wtd Avg


101,627,803



59.0
%


95.2
%

$
6.38



4.9
%


4.1
%France


3,371,164



20.0
%


94.4
%

$
8.61



16.5
%


10.6
%Germany


2,116,303



19.8
%


99.8
%


9.36



10.4
%


(1.2
)%Benelux


2,835,213



21.2
%


99.5
%


10.35



10.1
%


n/aOther Europe Markets


178,282



100.0
%


100.0
%


14.39



0.0
%


n/aEurope Subtotal/Wtd Avg(5)


8,500,962



22.0
%


97.6
%

$
9.53



13.4
%


7.6
%Tokyo


4,916,517



28.9
%


94.2
%

$
12.24



24.0
%


1.0
%Osaka


1,018,875



20.0
%


92.1
%


9.32



0.0
%


n/aOther Japan Markets






0.0
%


0.0
%






0.0
%


n/aJapan Subtotal/Wtd Avg(5)


5,935,392



27.4
%


93.8
%

$
11.77



24.0
%


1.0
%Shanghai


1,382,817



69.9
%


99.9
%

$
4.03



38.6
%


48.7
%Singapore


733,321



82.9
%


95.5
%


9.86



0.0
%


2.7
%Other Asia Markets






0.0
%


0.0
%






0.0
%


n/aAsia Total/Wtd Avg(5)


8,051,530



39.7
%


95.0
%

$
10.21



24.7
%


19.5
%Owned and Managed Total/Wtd Avg(6)


118,180,295



55.0
%


95.1
%

$
6.87



5.5
%


4.9
%Other Real Estate Investments(7)


7,495,659



54.3
%


95.0
%Total Operating Portfolio


125,675,954



55.0
%


95.1
%DevelopmentPipeline


17,822,820



87.6
%Available for Sale or Contribution(8)


4,190,504



98.3
%Development Subtotal


22,013,324



89.7
%Total Global Portfolio


147,689,278



60.2
%     (1)
    
    Annualized base rent (ABR) is calculated as monthly
    base rent (cash basis) per the terms of the lease, as of
    December 31, 2007, multiplied by 12. 21




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##### Table of Contents



(2)
    
    See Part II, Item 7: Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Supplemental Earnings Measures for
    a discussion of why management believes same store cash basis
    NOI is a useful supplemental measure for our management and
    investors, of ways to use this measure when assessing the
    Companys financial performance, and the limitations of the
    measure as a measurement tool.(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 tenants term. If free rent is
    granted, then the first positive full rent value is used as a
    point of comparison. The rental amounts exclude base stop
    amounts, holdover rent and premium rent charges. If either the
    previous or current lease terms are under 12 months, then
    they are excluded from this calculation. If the lease is first
    generation or there is no prior lease for comparison, then it is
    excluded from this calculation.(4)
    
    Includes domestic on-tarmac air cargo facilities at 14 airports.(5)
    
    Annualized base rent for leases denominated in foreign
    currencies is translated using the currency exchange rate at
    December 31, 2007.(6)
    
    Owned and managed is defined by us as assets in which we have at
    least a 10% ownership interest, for which we are the property or
    asset manager, and which we intend to hold for the long-term.(7)
    
    Includes investments in operating properties through our
    investments in unconsolidated co-investment ventures that we do
    not manage, and are therefore excluded from our owned and
    managed portfolio, and the location of our global headquarters.(8)
    
    Represents development projects available for sale or
    contribution that are not included in the operating portfolio.  Lease
    Expirations(1)
    Square


Annualized Base


% of AnnualizedFeet


Rent (000s)(2)(3)


Base Rent(2)2008


16,457,850


$
108,528



13.2
%2009


20,835,399



134,456



16.4
%2010


17,530,733



121,597



14.8
%2011


17,711,251



126,654



15.4
%2012


13,239,737



110,274



13.4
%2013


7,902,888



56,526



6.9
%2014


6,853,902



55,521



6.8
%2015


4,210,542



32,830



4.0
%2016


2,075,922



15,622



1.9
%2017 and beyond


7,262,397



57,966



7.2
%Total


114,080,621


$
819,974



100.0
%     (1)
    
    Schedule includes leases that expire on or after
    December 31, 2007. Schedule includes owned and managed
    operating properties which we define as properties in which we
    have at least a 10% ownership interest, for which we are the
    property or asset manager, and which we intend to hold for the
    long-term.(2)
    
    Annualized base rent is calculated as monthly base rent (cash
    basis) per the terms of the lease, as of December 31, 2007,
    multiplied by 12. If free rent is granted, then the first
    positive rent value is used. Leases denominated in foreign
    currencies are translated using the currency exchange rate at
    December 31, 2007.(3)
    
    Apron rental amounts (but not square footage) are included. 22




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Customer
    Information(1)
  Top Customers.
  Aggregate


Annualized


% of AggregateRentable


Base


AnnualizedCustomer(2)

Square Feet


Rent (000s)(3)


Base Rent(3)(4)1.

Deutsche Post World Net (DHL)(5)


3,545,830


$
27,489



3.5
%2.

United States Government (5)(6)


1,392,586



20,483



2.6
%3.

FedEx Corporation(5)


1,517,523



15,589



2.0
%4.

Nippon Express


967,039



10,111



1.3
%5.

BAX Global Inc/Schenker/Deutsche Bahn(5)


904,210



9,908



1.3
%6.

Sagawa Express


729,141



9,694



1.2
%7.

La Poste


902,391



8,014



1.0
%8.

Caterpillar Inc.


668,297



6,908



0.9
%9.

Panalpina, Inc.


1,016,825



6,706



0.9
%10.

Expeditors International


1,238,693



6,192



0.8
%Total


12,882,535


$
121,094



15.5
%Top 11-20
    Customers


6,115,538



44,400



5.7
%Total


18,998,073


$
165,494



21.2
%     (1)
    
    Schedule includes owned and managed operating properties which
    we define as properties in which we have at least a 10%
    ownership interest, for which we are the property or asset
    manager, and which we intend to hold for the long-term.(2)
    
    Customer(s) may be a subsidiary of or an entity affiliated with
    the named customer.(3)
    
    Annualized base rent is calculated as monthly base rent (cash
    basis) per the terms of the lease, as of December 31, 2007,
    multiplied by 12. If free rent is granted, then the first
    positive rent value is used. Leases denominated in foreign
    currencies are translated using the currency exchange rate at
    December 31, 2007.(4)
    
    Computed as aggregate annualized base rent divided by the
    aggregate annualized base rent of operating properties.(5)
    
    Airport apron rental amounts (but not square footage) are
    included.(6)
    
    United States Government includes the United States Postal
    Service, United States Customs, United States Department of
    Agriculture and various other U.S. governmental agencies. 23




---



##### Table of Contents



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

2007


2006


2005(2)Square feet owned(3)(4)


118,180,295



100,702,915



87,772,104Occupancy percentage(4)


96.0
%


96.1
%


95.8
%Average occupancy percentage


95.1
%


95.3
%


94.4
%Weighted Average Lease Terms (years):Original


6.2



6.1



6.1Remaining


3.5



3.3



3.3Trailing four quarter tenant retention


74.0
%


70.9
%


64.2
%Trailing four quarter rent change on renewals and rollovers:(5)Percentage


4.9
%


(0.1
)%


(9.7
)%Same space square footage commencing (millions)


19.2



16.2



13.6Trailing four quarter second Generation Leasing Activity:(6)Tenant improvements and leasing commissions per sq. ft.:Retained

$
1.19


$
1.41


$
1.60Re-tenanted

$
3.25


$
3.19


$
3.03Weighted average

$
2.03


$
2.20


$
2.34Square footage commencing (millions)


22.8



19.1



18.5     (1)
    
    Schedule includes owned and managed operating properties which
    we define as properties in which we have at least a 10%
    ownership interest, for which we are the property or asset
    manager, and which we intend to hold for the long-term. This
    excludes development and renovation projects and recently
    completed development projects available for sale or
    contribution.(2)
    
    The information for 2005 is presented on a consolidated basis
    while the information for 2006 and 2007 is presented on an owned
    and managed basis. Management believes that the difference in
    comparability between 2005 and 2006 and 2007 is not significant.(3)
    
    In addition to owned square feet as of December 31, 2007,
    we managed, but did not have an ownership interest in,
    approximately 0.4 million additional square feet of
    properties. As of December 31, 2007, one of our
    subsidiaries also managed approximately 1.1 million
    additional square feet of properties representing the IAT
    portfolio on behalf of the IAT Air Cargo Facilities Income Fund.
    As of December 31, 2007, we also had investments in
    7.4 million square feet of operating properties through our
    investments in non-managed unconsolidated co-investment ventures
    and 0.1 million square feet, which is the location of our
    global headquarters.(4)
    
    On a consolidated basis, we had approximately 78.0 million
    rentable square feet with an occupancy rate of 96.8% at
    December 31, 2007.(5)
    
    Rent changes on renewals and rollovers are calculated as the
    difference, weighted by square feet, of the net ABR due the
    first month of a term commencement and the net ABR due the last
    month of the former tenants term. If free rent is granted,
    then the first positive full rent value is used as a point of
    comparison. The rental amounts exclude base stop amounts,
    holdover rent and premium rent charges. If either the previous
    or current lease terms are under 12 months, then they are
    excluded from this calculation. If the lease is first generation
    or there is no prior lease for comparison, then it is excluded
    from this calculation. 24




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##### Table of Contents



(6)
    
    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. Information for 2007 is presented as trailing
    four-quarters.  Owned and
    Managed Same Store Operating Statistics(1)
    Same Store Pool(2)

2007


2006


2005(3)Square feet in same store pool(4)


85,192,781



77,291,866



72,452,609% of total square feet


72.1
%


76.8
%


82.5
%Occupancy percentage(4)


96.4
%


97.0
%


95.6
%Average occupancy percentage


95.9
%


95.9
%


94.1
%Weighted Average Lease Terms (years):Original


6.1



6.0



5.9Remaining


3.1



3.0



3.0Trailing four quarter tenant retention


73.4
%


72.5
%


63.7
%Trailing four quarter rent change on renewals and rollovers:(5)Percentage


5.0
%


(0.4
)%


(9.8
)%Same space square footage commencing (millions)


17.6



15.7



13.0Growth % Increase (decrease) (including straight-line
    rents):Revenues(6)


4.3
%


2.1
%


(0.7
)%Expenses(6)


6.7
%


3.5
%


(0.2
)%Net operating income(6)(7)


3.4
%


1.6
%


(0.8
)%Growth % Increase (decrease) (excluding straight-line
    rents):Revenues(6)


5.6
%


2.8
%


0.0
%Expenses(6)


6.7
%


3.5
%


(0.2
)%Net operating income(6)(7)


5.1
%


2.6
%


0.1
%     (1)
    
    Schedule includes owned and managed operating properties which
    we define as properties in which we have at least a 10%
    ownership interest, for which we are the property or asset
    manager, and which we intend to hold for the long-term. This
    excludes development and renovation projects and recently
    completed development projects available for sale or
    contribution.(2)
    
    Same store pool includes all properties that are owned as of
    both the current and prior year reporting periods and excludes
    development properties for both the current and prior reporting
    years. The same store pool is set annually and excludes
    properties purchased and developments stabilized (generally
    defined as properties that are 90% leased or properties that
    have been substantially complete for at least 12 months)
    after December 31, 2005.(3)
    
    The information for 2005 is presented on a consolidated basis
    while the information for 2006 and 2007 is presented on an owned
    and managed basis. Management believes that the difference in
    comparability between 2005 and 2006 and 2007 is not significant.(4)
    
    On a consolidated basis, we had approximately 72.9 million
    square feet with an occupancy rate of 96.7% at December 31,
    2007.(5)
    
    Rent changes on renewals and rollovers are calculated as the
    difference, weighted by square feet, of the net ABR due the
    first month of a term commencement and the net ABR due the last
    month of the former tenants 25




---



##### Table of Contents



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.  (6)
    
    As of December 31, 2007, on a consolidated basis, the
    percentage change was 4.2%, 6.2% and 3.5%, respectively, for
    revenues, expenses and NOI (including straight-line rents) and
    5.7%, 6.2% and 5.5%, respectively, for the revenues, expenses
    and NOI (excluding straight-line rents).(7)
    
    See Part II, Item 7: Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Supplemental Earnings Measures for
    a discussion of same store net operating income and a
    reconciliation of same store net operating income and net income.  DEVELOPMENT
    PROPERTIES
  Development
    Pipeline(1)
    Industrial
    Projects Under Development
  2008 Expected Stabilizations


2009 Expected Stabilizations


TotalEstimated


Estimated


Estimated


Estimated


Estimated


Estimated


% of TotalSquare Feet at


Total


Square Feet at


Total


Square Feet at


Total


EstimatedStabilization(2)


Investment(3)(4)


Stabilization(2)


Investment(3)(4)


Stabilization(2)


Investment(3)(4)


Investment(2)(3)(4)The AmericasUnited States


3,577,575


$
275,366



3,804,520


$
324,843



7,382,095


$
600,209



35.0
%Other Americas


281,441



26,047



2,321,879



145,474



2,603,320



171,521



10.0
%The Americas Total


3,859,016


$
301,413



6,126,399


$
470,317



9,985,415


$
771,730



45.0
%EuropeFrance


37,954


$
5,173



409,588


$
38,542



447,542


$
43,715



2.6
%Germany


139,608



19,452











139,608



19,452



1.1
%Benelux


207,232



35,513



890,529



95,811



1,097,761



131,324



7.7
%Other Europe


585,971



76,540



436,916



40,336



1,022,887



116,876



6.8
%Europe Total


970,765


$
136,678



1,737,033


$
174,690



2,707,798


$
311,368



18.2
%AsiaJapan


3,472,568


$
471,591



685,757


$
98,630



4,158,325


$
570,221



33.3
%China










608,537



24,918



608,537



24,918



1.5
%Other Asia


362,745



34,672











362,745



34,672



2.0
%Asia Total


3,835,313


$
506,263



1,294,294


$
123,548



5,129,607


$
629,811



36.8
%Total


8,665,094


$
944,353



9,157,726


$
768,555



17,822,820


$
1,712,908



100.0
%Number of Projects






27







29







56Funded-to-Date





$
822,500






$
391,757






$
1,214,257AMBs Weighted Average Ownership Percentage






90.9
%






88.5
%






89.8
%AMBs Share of Amounts Funded to Date





$
758,668






$
347,152






$
1,105,820Weighted Average Estimated Yield(5)






7.3
%






7.5
%






7.4
%Percent Pre-leased






39.7
%






6.9
%






22.9
%     (1)
    
    Includes investments held through unconsolidated co-investment
    ventures.(2)
    
    Stabilization is generally defined as properties that are 90%
    leased or properties that have been substantially complete for
    at least 12 months. 26




---



##### Table of Contents



(3)
    
    Represents 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 to U.S. dollars using the
    exchange rate at December 31, 2007.(4)
    
    Includes value-added conversion projects.(5)
    
    Yields exclude value-added conversion projects and are
    calculated on an after-tax basis for international projects.    Completed
    Development Projects Available for Sale or
    Contribution(1)
  TotalSquare Feet


Investment(2)The AmericasUnited States


1,400,656


$
110,657Other Americas


2,444,757



155,223The Americas Total


3,845,413


$
265,880EuropeFrance


345,091


$
38,863Germany






Benelux






Other Europe






Europe Total


345,091


$
38,863AsiaJapan





$
China






Other Asia






Asia Total





$
Total


4,190,504


$
304,743AMBs Weighted Average Ownership Percentage






98.9
%Weighted Average Estimated Yield






7.8
%Percent Pre-leased






82.4
%     (1)
    
    Represents projects where development activities have been
    completed and which we intend to sell or contribute within two
    years of construction completion.(2)
    
    Represents 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 to U.S. dollars using the
    exchange rate at December 31, 2007. 27




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##### Table of Contents



Properties
    held through Co-investment Ventures, Limited Liability Companies
    and Partnerships
    IncentiveDate

Geographic



Functional

DistributionCo-investment Venture

Established

Focus

Principal Venture Investors

Currency

Frequency

TermAMB Erie

March 1998

United States

Erie Insurance Group

USD

3 years

PerpetualAMB Partners II

February 2001

United States

City and County of San Francisco ERS

USD

3 years

PerpetualAMB-SGP

March 2001

United States

Subsidiary of GIC Real Estate Pte Ltd.

USD

10 years

March 2011;
    extendable 10 yearsAMB Institutional Alliance Fund II

June 2001

United States

Various

USD

At dissolution

December 2014
    (estimated)AMB-AMS

June 2004

United States

Various

USD

At dissolution

December 2012;
    extendable 4 yearsAMB Institutional Alliance Fund III

October 2004

United States

Various

USD

3 years

Open endAMB-SGP Mexico

December 2004

Mexico

Subsidiary of GIC Real Estate Pte Ltd.

USD

7 years

December 2011;
    extendable 7 yearsAMB Japan Fund I

June 2005

Japan

Various

JPY

At dissolution

June 2013;
    extendable 2 yearsAMB DFS Fund I

October 2006

United States

GE Real Estate

USD

Upon project sales

PerpetualAMB Europe Fund I

June 2007

Europe

Various

EUR

3 years

Open end   Consolidated
    Co-investment Ventures:
   28




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##### Table of Contents



Consolidated
    Co-investment Ventures
  Our




GrossOwnership

Square


Book


Property


OtherConsolidated Co-investment Ventures

Percentage

Feet(1)


Value(2)


Debt


Debt(Dollars in thousands)Co-investment Operating Ventures:AMB Partners II(3)

20%


9,914,742


$
691,114


$
319,956


$
65,000AMB-SGP(4)

50%


8,287,592



454,794



346,638



AMB Institutional Alliance Fund II(5)

20%


8,006,081



524,727



238,284



60,000AMB-AMS(6)

39%


2,172,137



156,468



83,151



AMB Erie(7)

50%


821,712



53,745



20,026



Total Co-investment Operating Ventures

30%


29,202,264



1,880,848



1,008,055



125,000Co-investment Development Ventures:AMB Partners II(3)

20%


n/a



3,376







AMB Institutional Alliance Fund II(5)

20%


n/a



4,421







Total Co-investment Development Ventures

20%






7,797







Total Co-investment Ventures

30%


29,202,264



1,888,645



1,008,055



125,000Other Industrial Co-investment Operating Ventures

92%


2,196,134



209,554



28,570



Other Industrial Co-investment Development Ventures

82%


2,868,271



410,847



82,403



Total Consolidated Co-investment Ventures

43%


34,266,669


$
2,509,046


$
1,119,028


$
125,000     (1)
    
    For development properties, represents the estimated square feet
    upon completion for committed phases of development projects.(2)
    
    Represents the book value of the property (before accumulated
    depreciation) owned by the co-investment venture and excludes
    net other assets as of December 31, 2007. Development book
    values include uncommitted land.(3)
    
    AMB Partners II, L.P. is a co-investment partnership formed in
    2001 with the City and County of San Francisco
    Employees Retirement System.(4)
    
    AMB-SGP, L.P. is a co-investment partnership formed in 2001 with
    Industrial JV Pte. Ltd., a subsidiary of GIC Real Estate Pte.
    Ltd., the real estate investment subsidiary of the Government of
    Singapore Investment Corporation.(5)
    
    AMB Institutional Alliance Fund II, L.P. is a co-investment
    partnership formed in 2001 with institutional investors, which
    invest through a private real estate investment trust.(6)
    
    AMB-AMS,
    L.P. is a co-investment partnership formed in 2004 with three
    Dutch pension funds.(7)
    
    AMB/Erie, L.P. is a co-investment partnership formed in 1998
    with the Erie Insurance Company and certain related entities.  Unconsolidated
    Co-investment Ventures:
  Consolidation of Variable Interest Entities.
 29




---



##### Table of Contents



Unconsolidated
    Co-investment Ventures
  Our





Gross








Our


Estimated


PlannedOwnership


Square


Book


Property


Other


Net Equity


Investment


GrossUnconsolidated Co-investment Ventures

Percentage


Feet(1)


Value(2)


Debt


Debt


Investment(3)


Capacity


Capitalization(Dollars In Thousands)Co-investment Operating Ventures:AMB Institutional Alliance Fund III(4)(5)


18
%


21,382,228


$
1,975,455


$
962,029


$
86,000


$
135,710


$
309,000


$
2,284,000AMB Europe Fund I(5)(6)


21
%


8,322,680



1,098,469



667,018







49,893



273,000



1,371,000AMB Japan Fund I(7)


20
%


5,392,336



926,859



561,020



105,496



54,733



1,300,000



2,227,000AMB-SGP Mexico(8)


20
%


4,903,596



262,428



173,449







12,557



443,000



705,000Total Co-investment Operating Ventures


19
%


40,000,840



4,263,211



2,363,516



191,496



252,893



2,325,000



6,587,000Co-investment Development Ventures:AMB DFS Fund I(9)


15
%


1,432,577



144,150











22,004



274,000



418,000Other Industrial
    Co-investment
    Operating Ventures


54
%


7,669,507
(10)


294,805



177,812







48,555



n/a



n/aTotal Unconsolidated
    Co-investment
    Ventures


21
%


49,102,924


$
4,702,166


$
2,541,328


$
191,496


$
323,452


$
2,599,000


$
7,005,000     (1)
    
    For development properties, represents the estimated square feet
    upon completion for committed phases of development projects.(2)
    
    Represents the book value of the property (before accumulated
    depreciation) owned by the co-investment venture and excludes
    net other assets as of December 31, 2007. Development book
    values include uncommitted land.(3)
    
    We also have a 39% unconsolidated equity interest in G.Accion,
    S.A. de C.V. (G.Accion), a Mexican real estate company. G.Accion
    provides management and development services for industrial,
    retail, residential and office properties in Mexico.(4)
    
    AMB Institutional Alliance Fund III, L.P. is an open-ended
    co-investment partnership formed in 2004 with institutional
    investors, which invest through a private real estate investment
    trust. Prior to October 1, 2006, we accounted for AMB
    Institutional Alliance Fund III, L.P. as a consolidated
    co-investment venture.(5)
    
    The planned gross capitalization and investment capacity of AMB
    Institutional Alliance Fund III, L.P. and AMB Europe
    Fund I, FCP-FIS, as open-ended funds are not limited. The
    planned gross capitalization represents the gross book value of
    real estate assets as of the most recent quarter end, and the
    investment capacity represents estimated capacity based on the
    funds current cash and leverage limitations as of the most
    recent quarter end.(6)
    
    AMB Europe Fund I, FCP-FIS, is an open-ended co-investment
    venture formed in 2007 with institutional investors. The fund is
    Euro-denominated. U.S. dollar amounts are converted at the
    exchange rate in effect at December 31, 2007.(7)
    
    AMB Japan Fund I, L.P. is a co-investment partnership
    formed in 2005 with institutional investors. The fund is
    Yen-denominated. U.S. dollar amounts are converted at the
    exchange rate in effect at December 31, 2007.(8)
    
    AMB-SGP Mexico, LLC is a co-investment partnership formed in
    2004 with Industrial (Mexico) JV Pte. Ltd., a subsidiary of GIC
    Real Estate Pte. Ltd., the real estate investment subsidiary of
    the Government of Singapore Investment Corporation.(9)
    
    AMB DFS Fund I, LLC is a co-investment partnership formed
    in 2006 with a subsidiary of GE Real Estate to build and sell
    properties.(10)
    
    Includes investments in 7.5 million square feet of
    operating properties through our investments in unconsolidated
    co-investment ventures that we do not manage, which we exclude
    from our owned and managed portfolio. Our owned and managed
    operating portfolio includes properties in which we have at
    least a 10% ownership interest, for which we are the property or
    asset manager, and which we intend to hold for the long-term. 30




---



##### Table of Contents



Secured
    Debt
    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders    PART II
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  1 2 3 4 one-for-one
    Year

Distribution20061st Quarter

$
0.4602nd Quarter

$
0.4603rd Quarter

$
0.4604th Quarter

$
0.46020071st Quarter

$
0.5002nd Quarter

$
0.5003rd Quarter

$
0.5004th Quarter

$
0.500  31




---



##### Table of Contents



Item 6.
    Selected
    Financial Data  SELECTED
    COMPANY FINANCIAL AND OTHER DATA (1)
      2007


2006(5)


2005


2004


2003(Dollars in thousands, except per unit amounts)Operating DataTotal revenues

$
669,671


$
711,321


$
646,877


$
564,355


$
489,898Income before minority interests, discontinued operations and
    cumulative effect of change in accounting principle


297,403



224,659



196,975



106,230



104,680Income from continuing operationsbefore cumulative effect of change in accounting principle


252,721



175,887



135,179



62,777



62,098Income from discontinued operations


74,826



63,795



142,570



75,739



84,991Net income before cumulative effect of change in accounting
    principle


327,547



239,682



277,749



138,516



147,089Net income


327,547



239,875



277,749



138,516



147,089Income available to common unitholders ttributable to general
    partner


295,524



209,420



250,419



118,340



116,716Income from continuing operations per common unit:Basic(2)


2.29



1.69



1.37



0.57



0.45Diluted(2)


2.23



1.62



1.31



0.55



0.44Net income from discontinued operations per common unit:Basic(2)


0.74



0.69



1.61



0.87



0.99Diluted(2)


0.72



0.67



1.54



0.84



0.97Net income available to common unitholders per common unit:Basic(2)


3.03



2.38



2.98



1.44



1.44Diluted(2)


2.95



2.29



2.85



1.39



1.41Distributions declared per common unit


2.00



1.84



1.76



1.70



1.66Other DataFunds from operations(3)

$
365,492


$
297,912


$
254,363


$
207,314


$
186,666Funds from operations per common unit:(3)Basic


3.60



3.24



2.87



2.39



2.17Diluted


3.51



3.12



2.75



2.30



2.13Cash flows provided by (used in):Operating activities


240,543



335,855



295,815



297,349



269,808Investing activities


(632,240
)


(880,560
)


(60,407
)


(731,402
)


(346,275
)Financing activities


420,025



483,621



(101,856
)


409,705



112,022Balance Sheet DataInvestments in real estate at cost

$
6,709,545


$
6,575,733


$
6,798,294


$
6,526,144


$
5,491,707Total assets


7,262,403



6,713,512



6,802,739



6,386,943



5,409,559Total consolidated debt


3,494,844



3,437,415



3,401,561



3,257,191



2,574,257Our share of total debt(4)


3,272,513



3,088,624



2,601,878



2,395,046



1,954,314General partners capital


2,763,952



2,166,657



1,916,299



1,671,140



1,657,137  32




---



##### Table of Contents



(1)
    
    Certain items in the consolidated financial statements for prior
    periods have been reclassified to conform with current
    classifications with no effect on net income or partners
    capital.(2)
    
    Basic and diluted net income per weighted average unit equals
    the net income available to common unitholders divided by
    101,550,001 and 104,168,707 units, respectively, for 2007;
    92,047,678 and 95,444,072 units, respectively, for 2006;
    88,684,262 and 92,508,725 units, respectively, for 2005;
    86,885,250 and 90,120,250 units, respectively, for 2004;
    and 85,859,899 and 87,616,365 units, respectively, for 2003.(3)
    
    See Part II, Item 7: Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Supplemental Earnings Measures, for
    a discussion of why we believe FFO is a useful supplemental
    measure of operating performance, of ways in which investors
    might use FFO when assessing our financial performance, and of
    FFOs limitations as a measurement tool.(4)
    
    Our share of total debt is the pro rata portion of the total
    debt based on our percentage of equity interest in each of the
    consolidated and unconsolidated co-investment ventures holding
    the debt. We believe that our share of total debt is a
    meaningful supplemental measure, which enables both management
    and investors to analyze our leverage and to compare our
    leverage to that of other companies. In addition, it allows for
    a more meaningful comparison of our debt to that of other
    companies that do not consolidate their co-investment ventures.
    Our share of total debt is not intended to reflect our actual
    liability should there be a default under any or all of such
    loans or a liquidation of the co-investment ventures. For a
    reconciliation of our share of total debt to total consolidated
    debt, a GAAP financial measure, please see the table of debt
    maturities and capitalization in Part II, Item 7:
    Management Discussion and Analysis of Financial Condition
    and Results of Operations  Liquidity and Capital
    Resources  Capital Resources.(5)
    
    Effective October 1, 2006, we deconsolidated AMB
    Institutional Alliance Fund III, L.P. on a prospective
    basis, due to the re-evaluation of the accounting for our
    investment in the fund because of changes to the partnership
    agreement regarding the general partners rights effective
    October 1, 2006. As a result, the financial measures for
    the years 2007, 2006, 2005, 2004 and 2003, included in our
    operating data, other data and balance sheet data above are not
    comparable.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  GENERAL
  You should read the following discussion and analysis of our
    consolidated financial condition and results of operations in
    conjunction with the notes to the consolidated financial
    statements.
    Managements
    Overview
   33




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##### Table of Contents



development-for-sale
  
    maintain and increase occupancy rates
    and/or
    increase rental rates at our properties;
    continue to develop properties profitably and sell to third
    parties or contribute to our co-investment ventures; and
    continue to grow our earnings from our private capital business
    through the contribution of properties or from the acquisition
    of new properties.  Real
    Estate Operations
  19-year pick-up
      Total/WeightedOwned and Managed Property Data(1)

The Americas


Europe


Asia


AverageFor the year ended December 31, 2007:Rentable square feet


101,627,803



8,500,962



8,051,530



118,180,295Occupancy percentage at period end(3)


96.0
%


96.1
%


96.6
%


96.0
%Same space square footage leased


18,144,411



405,912



690,569



19,240,892Trailing four quarter rent change on renewals and rollovers(2)(3)


4.1
%


7.6
%


19.5
%


4.9
%For the year ended December 31, 2006:Rentable square feet


92,498,200



4,238,193



3,966,522



100,702,915Occupancy percentage at period end(3)


96.3
%


98.1
%


89.6
%


96.3
%Same space square footage leased


15,968,855



42,334



192,391



16,203,580Trailing four quarter rent change on renewals and rollovers(2)(3)


(0.1
)%


(0.1
)%


1.0
%


(0.1
)%     (1)
    
    Schedule includes owned and managed operating properties which
    we define as properties in which we have at least a 10%
    ownership interest, for which we are the property or asset
    manager, and which we intend to hold for the long-term. This
    excludes development and renovation projects and recently
    completed development projects available for sale or
    contribution. 34




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##### Table of Contents



(2)
    
    Rent changes on renewals and rollovers are calculated as the
    difference, weighted by square feet, of the net ABR due the
    first month of a term commencement and the net ABR due the last
    month of the former tenants term. If free rent is granted,
    then the first positive full rent value is used as a point of
    comparison. The rental amounts exclude base stop amounts,
    holdover rent and premium rent charges. If either the previous
    or current lease terms are under 12 months, then they are
    excluded from this calculation. If the lease is first generation
    or there is no prior lease for comparison, then it is excluded
    from this calculation.(3)
    
    On a consolidated basis for the Americas, Europe and Asia,
    occupancy percentage at period end for 2007 was 96.6%, 100.0%
    and 100.0%, and rent change on renewals and rollovers at period
    end for 2007 was 4.2%, 0.0% and 48.7%, respectively. On a
    consolidated basis, for the Americas, Europe and Asia, occupancy
    percentage at period end for 2006 was 97.0%, 98.1% and 100.0%,
    and rent change on renewals and rollovers at period end for 2006
    was 4.2%, 0.0% and 0.0%, respectively.    Private
    Capital Business
        Development
    Business
  ground-up
   35




---



##### Table of Contents



non-U.S. markets non-U.S. operating
    Summary
    of Key Transactions in 2007
    
    Acquired, on an owned and managed basis, 53 properties in the
    Americas, Asia and Europe aggregating approximately
    11.9 million square feet for $1.0 billion, including
    46 properties aggregating approximately 11.2 million square
    feet for $979.6 million through unconsolidated
    co-investment ventures and seven properties aggregating
    approximately 0.7 million square feet for
    $62.2 million acquired directly by us;
    Committed to 38 new development projects and one value-added
    conversion project in the Americas, Asia and Europe totaling
    12.2 million square feet with an estimated total investment
    of approximately $1.1 billion;
    Acquired 1,441 acres of land for development in the
    Americas, Europe and Asia for approximately $281.2 million;
    Sold seven development projects totaling approximately
    0.5 million square feet plus three land parcels for an
    aggregate sale price of $130.4 million;
    Formed an unconsolidated open-end co-investment venture, AMB
    Europe Fund I, FCP-FIS, with the contribution to the
    co-investment venture of $584.0 million (using the exchange
    rate on the date of contribution), aggregating approximately
    4.7 million square feet of operating properties and
    completed 36




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##### Table of Contents



development projects, and contributed an additional five
    completed development projects, aggregating approximately
    1.4 million square feet, for approximately
    $215.3 million during the year to this co-investment
    venture;  
    Contributed 10 completed development projects totaling
    1.8 million square feet and two land parcels into AMB
    Institutional Alliance Fund III, L.P., AMB-SGP Mexico, LLC,
    AMB DFS Fund I, LLC, and AMB Japan Fund I, L.P., four
    of our unconsolidated co-investment ventures;
    Divested three operating properties aggregating 0.3 million
    square feet and two value-added conversion projects for
    approximately $120.0 million; and
    Exercised the purchase option for the remaining equity interest
    held by an unrelated third party member of AMB Pier One, LLC,
    which held the location of our global headquarters.      
    Raised approximately $472.1 million in net proceeds from
    AMB Property Corporations issuance of approximately
    8.4 million shares of its common stock which was
    contributed to us in exchange for the issuance of approximately
    8.4 million common general partnership units;
    Obtained long-term secured debt financings for our consolidated
    co-investment ventures of $334.0 million with a weighted
    average interest rate of 5.7%;
    Obtained $242.1 million of debt (using the exchange rates
    in effect at applicable quarter end dates) with a weighted
    average interest rate of 2.5% for international assets;
    Refinanced $305.0 million of secured debt, with a weighted
    average interest rate of 5.7%, for AMB-SGP, L.P., one of our
    co-investment ventures;
    Expanded the European revolving mortgage credit facility
    agreement by 100.0 million Euros to 328.0 million
    Euros (approximately $436.3 million in U.S. dollars,
    using the applicable exchange rate at the contribution date),
    which was assumed by AMB Europe Fund I, FCP-FIS, on
    June 12, 2007;
    Refinanced the Series D Cumulative Redeemable Preferred
    Limited Partnership Units to, among other things, change the
    rate applicable to the series D preferred units from 7.75%
    to 7.18% and change the date prior to which such units may not
    be redeemed from May 5, 2004 to February 22, 2012;
    Increased the capacity of our Yen credit facility by
    10.0 billion Yen from 45.0 billion Yen to
    55.0 billion Yen (approximately $492.3 million in
    U.S. dollars, using the exchange rate at December 31,
    2007);
    Increased the capacity of our multicurrency credit facility by
    $250 million to $500 million and extended the maturity
    date to June 2011;
    Obtained a $70 million unsecured debt facility, which had a
    balance of $60.0 million outstanding as of
    December 31, 2007, with a weighted average interest rate of
    5.8%, for AMB Institutional Alliance Fund II, L.P., one of
    our co-investment ventures;
    Paid off $55 million of medium-term notes which matured in
    August 2007 and had an interest rate of 7.9%;
    AMB Property Corporation repurchased approximately
    1.1 million shares of its common stock for an aggregate
    price of $53.4 million, at a weighted average price of
    $49.87 per share, which was paid by us in exchange for the
    cancellation of approximately 1.1 million common general
    partnership units;
    Redeemed all 800,000 of our outstanding 7.95% Series J
    Cumulative Redeemable Preferred Limited Partnership Units for an
    aggregate cost of $40.0 million, plus accrued and unpaid
    distributions; 37




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##### Table of Contents




    Redeemed all 800,000 of our outstanding 7.95% Series K
    Cumulative Redeemable Preferred Limited Partnership Units for an
    aggregate cost of $40.0 million, plus accrued and unpaid
    distributions; and
    Repurchased all 510,000 of AMB Property II, L.P.s
    outstanding 8.00% Series I Cumulative Redeemable Preferred
    Limited Partnership Units for an aggregate cost of
    $25.5 million, plus accrued and unpaid distributions, less
    applicable withholding.    Critical
    Accounting Policies
    Investments in Real Estate. property-by-property
  Revenue Recognition.
  Property Dispositions.
 38




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##### Table of Contents



build-to-suit Accounting for the
    Impairment or Disposal of Long-Lived Assets,
  Co-investment Ventures. No. 04-5, Determining Whether a General Partner, or the General
    Partners as a Group, Controls a Limited Partnership or Similar
    Entity When the Limited Partners Have Certain Rights, Consolidation of Variable
    Interest Entities
  EITF 04-5, EITF 04-5,
  Capitalized General and Administrative
    Expenses.
  Our General Partners Status as a Real Estate Investment
    Trust.
 39




---



##### Table of Contents



CONSOLIDATED
    RESULTS OF OPERATIONS
        For the
    Years Ended December 31, 2007 and 2006 (dollars in
    millions):
  For the YearsEnded December 31,Revenues

2007


2006


$ Change


% ChangeRental revenuesU.S. industrial:Same store

$
553.3


$
580.0


$
(26.7
)


(4.6
)%2007 acquisitions


0.5







0.5



100.0
%2006 acquisitions


10.0



10.4



(0.4
)


(3.8
)%Development


10.7



4.7



6.0



127.7
%Other industrial


11.2



7.6



3.6



47.4
%Non U.S. industrial


52.3



62.5



(10.2
)


(16.3
)%Total rental revenues


638.0



665.2



(27.2
)


(4.1
)%Private capital revenues


31.7



46.1



(14.4
)


(31.2
)%Total revenues

$
669.7


$
711.3


$
(41.6
)


(5.8
)%  40




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##### Table of Contents



non-U.S. industrial
  For the YearsEnded December 31,Costs and Expenses

2007


2006


$ Change


% ChangeProperty operating costs:Rental expenses

$
98.8


$
96.1


$
2.7



2.8
%Real estate taxes


75.2



76.9



(1.7
)


(2.2
)%Total property operating costs

$
174.0


$
173.0


$
1.0



0.6
%Property operating costsU.S. industrial:Same store

$
152.8


$
154.9


$
(2.1
)


(1.4
)%2007 acquisitions


0.1







0.1



100.0
%2006 acquisitions


2.7



2.3



0.4



17.4
%Development


3.7



2.5



1.2



48.0
%Other industrial


3.4



1.3



2.1



161.5
%Non-U.S.
    industrial


11.3



12.0



(0.7
)


(5.8
)%Total property operating costs


174.0



173.0



1.0



0.6
%Depreciation and amortization


161.9



174.7



(12.8
)


(7.3
)%General and administrative


129.5



104.3



25.2



24.2
%Fund costs


1.1



2.1



(1.0
)


(47.6
)%Impairment losses


1.2



6.3



(5.1
)


(81.0
)%Other expenses


5.1



2.6



2.5



96.2
%Total costs and expenses

$
472.8


$
463.0


$
9.8



2.1
%  41




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##### Table of Contents



non-U.S. industrial
  For the YearsEnded December 31,Other Income and (Expenses)

2007


2006


$ Change


% ChangeDevelopment profits, net of taxes

$
124.3


$
106.4


$
17.9



16.8
%Gains from dispositions of real estate interests, net


73.4







73.4



100.0
%Equity in earnings of unconsolidated co-investment ventures, net


7.5



23.2



(15.7
)


(67.7
)%Other income


22.3



11.9



10.4



87.4
%Interest expense, including amortization


(126.9
)


(165.1
)


(38.2
)


(23.1
)%Total other income and (expenses), net

$
100.6


$
(23.6
)

$
(124.2
)


(526.3
)%    42




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##### Table of Contents



For the YearsEnded December 31,Discontinued Operations

2007


2006


$ Change


% ChangeIncome attributable to discontinued operations, net of minority
    interests

$
10.1


$
19.1


$
(9.0
)


(47.1
)%Development gains and gains from dispositions of real estate,
    net of taxes and minority interests


64.7



44.7



20.0



44.7
%Total discontinued operations

$
74.8


$
63.8


$
11.0



17.2
%     For the YearsEndedDecember 31,Preferred Units

2007


2006


$ Change


% ChangePreferred unit distributions

$
(17.4
)

$
(19.9
)

$
(2.5
)


12.6
%Preferred unit redemption (issuance) costs


(2.9
)


(1.1
)


1.8



163.6
%Total preferred units

$
(20.3
)

$
(21.0
)

$
(0.7
)


3.3
%    43




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##### Table of Contents



For the
    Years Ended December 31, 2006 and 2005 (dollars in
    millions):
  For the YearsEnded December 31,Revenues

2006


2005


$ Change


% ChangeRental revenuesU.S. industrial:Same store

$
580.0


$
556.4


$
23.6



4.2
%2006 acquisitions


10.4







10.4



100.0
%Development


4.7



2.0



2.7



135.0
%Other industrial


7.6



3.2



4.4



137.5
%Non U.S. industrial


62.5



41.4



21.1



51.0
%Total rental revenues


665.2



603.0



62.2



10.3
%Private capital revenues


46.1



43.9



2.2



5.0
%Total revenues

$
711.3


$
646.9


$
64.4



10.0
%   Non-U.S. industrial
 44




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##### Table of Contents



For the YearsEnded December 31,Costs and Expenses

2006


2005


$ Change


% ChangeProperty operating costs:Rental expenses

$
96.1


$
84.8


$
11.3



13.3
%Real estate taxes


76.9



72.2



4.7



6.5
%Total property operating costs

$
173.0


$
157.0


$
16.0



10.2
%Property operating costsU.S. industrial:Same store

$
154.9


$
147.1


$
7.8



5.3
%2006 acquisitions


2.3







2.3



100.0
%Development


2.5



2.5








%Other industrial


1.3



1.1



0.2



18.2
%Non-U.S.
    industrial


12.0



6.3



5.7



90.5
%Total property operating costs


173.0



157.0



16.0



10.2
%Depreciation and amortization


174.7



159.5



15.2



9.5
%General and administrative


104.3



71.6



32.7



45.7
%Fund costs


2.1



1.5



0.6



40.0
%Impairment losses


6.3







6.3



100.0
%Other expenses


2.6



5.0



(2.4
)


(48.0
)%Total costs and expenses

$
463.0


$
394.6


$
68.4



17.3
%   Non-U.S. industrial
 45




---



##### Table of Contents



For the YearsEnded December 31,Other Income and (Expenses)

2006


2005


$ Change


% ChangeDevelopment profits, net of taxes

$
106.4


$
54.8


$
51.6



94.2
%Gains from dispositions of real estate interests, net






19.1



(19.1
)


100.0
%Equity in earnings of unconsolidated co-investment ventures, net


23.2



10.8



12.4



114.8
%Other income


11.9



7.5



4.4



58.7
%Interest expense, including amortization


(165.1
)


(147.5
)


17.6



11.9
%Total other income and (expenses), net

$
(23.6
)

$
(55.3
)

$
(31.7
)


(57.3
)%   development-for-sale
 46




---



##### Table of Contents



For the YearsEnded December 31,Discontinued Operations

2006


2005


$ Change


% ChangeIncome attributable to discontinued operations, net of minority
    interests

$
19.1


$
21.8


$
(2.7
)


(12.4
)%Development gains and gains from dispositions of real estate,
    net of taxes and minority interests


44.7



120.8



(76.1
)


(63.0
)%Total discontinued operations

$
63.8


$
142.6


$
(78.8
)


(55.3
)%     For the YearsEnded December 31,Preferred Units

2006


2005


$ Change


% ChangePreferred unit distributions

$
(19.9
)

$
(13.7
)

$
6.2



45.3
%Preferred unit redemption (issuance) costs


(1.1
)






1.1



100.0
%Total preferred units

$
(21.0
)

$
(13.7
)

$
7.3



53.3
%     LIQUIDITY
    AND CAPITAL RESOURCES
  Balance Sheet Strategy. and/or
    
    retained earnings and cash flow from operations;
    private capital from co-investment partners;
    net proceeds from contributions of properties and completed
    development projects to our co-investment ventures; 47




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##### Table of Contents




    net proceeds from the sales of development projects, value-added
    conversion projects and land to third parties;
    net proceeds from divestitures of properties;
    proceeds from debt securities offerings;
    borrowings under our unsecured credit facilities;
    other forms of secured or unsecured financing; and
    proceeds from limited partnership unit offerings (including
    issuances of common and preferred limited partnership units by
    us and our subsidiaries).    
    working capital;
    development, expansion and renovation of properties;
    acquisitions;
    debt service; and
    distributions on outstanding common and preferred limited
    partnership units.  Cash flows.
    Capital
    Resources
    For the Years Ended December 31,2007


2006


2005Number of completed development projects


7



6



5Number of land parcels


3



5



5Square feet


498,017



1,323,748



921,740Gross sales price

$
130,419


$
86,629


$
155,206Development gains, net of taxes

$
28,575


$
12,440


$
52,925  48




---



##### Table of Contents



For the Years Ended December 31,2007


2006


2005Number of projects contributed to AMB Institutional Alliance
    Fund III, L.P.


4



3



Square feet


1,006,164



554,279



Number of projects contributed to AMB-SGP Mexico, LLC


2



2



1Square feet


329,114



843,439



391,457Number of land parcels contributed to AMB DFS Fund I, LLC


2



1



Square feet










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


8







Square feet


1,838,011







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


1



4



Square feet


469,627



2,644,258



Total number of contributed development assets


17



10



1Total square feet


3,642,916



4,041,976



391,457Development gains, net of taxes

$
95,713


$
93,949


$
1,886   Property Divestitures.
    Gains from Sale or Contribution of Real Estate
    Interests.
  Properties Held for Contribution. 15-20%.
  Properties Held for Divestiture. development-for-sale
  Co-investment Ventures.
 49




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##### Table of Contents



No. 04-5, Determining Whether a General Partner, or the General
    Partners as a Group, Controls a Limited Partnership or Similar
    Entity When the Limited Partners Have Certain Rights
      Approximate


OriginalOwnership


PlannedConsolidated Co-investment Venture

Co-investment Venture Partner

Percentage


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

City and County of San Francisco
    Employees Retirement System


20
%

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

AMB Institutional Alliance
    REIT II, Inc.


20
%

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

Industrial JV Pte. Ltd.


50
%

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

PMT, SPW and TNO(6)


39
%

$
228,000AMB/Erie, L.P.(7)

Erie Insurance Company and affiliates


50
%

$
200,000     (1)
    
    Planned capitalization includes anticipated debt and all
    partners expected equity contributions.(2)
    
    AMB Partners II, L.P. is a co-investment partnership formed in
    2001 with the City and County of San Francisco
    Employees Retirement System.(3)
    
    AMB Institutional Alliance Fund II, L.P. is a co-investment
    partnership formed in 2001 with institutional investors, which
    invest through a private real estate investment trust.(4)
    
    AMB-SGP, L.P. is a co-investment partnership formed in 2001 with
    Industrial JV Pte. Ltd., a subsidiary of GIC Real Estate Pte.
    Ltd., the real estate investment subsidiary of the Government of
    Singapore Investment Corporation.(5)
    
    AMB-AMS,
    L.P. is a co-investment partnership formed in 2004 with three
    Dutch pension funds.(6)
    
    PMT is Stichting Pensioenfonds Metaal en Techniek, SPW is
    Stichting Pensioenfonds voor de Woningcorporaties and TNO is
    Stichting Pensioenfonds TNO.(7)
    
    AMB/Erie, L.P. is a co-investment partnership formed in 1998
    with the Erie Insurance Company and certain related entities.    ApproximateOwnership

PlannedUnconsolidated Co-investment Venture

Co-investment Venture Partner

Percentage

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

AMB Institutional Alliance REIT III, Inc.

18%

$
2,284,000AMB Europe Fund I,
    FCP-FIS(3)(4)

Institutional investors

21%

$
1,371,000AMB Japan Fund I, L.P.(5)

Institutional investors

20%

$
2,227,000AMB-SGP Mexico, LLC(6)

Industrial (Mexico) JV Pte Ltd

20%

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

Strategic Realty Ventures, LLC

15%

$
418,000  50




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##### Table of Contents



(1)
    
    Planned capitalization includes anticipated debt and all
    partners expected equity contributions.(2)
    
    AMB Institutional Alliance Fund III, L.P. is an open-ended
    co-investment partnership formed in 2004 with institutional
    investors, which invest through a private real estate investment
    trust. Prior to October 1, 2006, we accounted for AMB
    Institutional Alliance Fund III, L.P. as a consolidated
    co-investment venture.(3)
    
    The planned capitalization and investment capacity of AMB
    Institutional Alliance Fund III, L.P. and AMB Europe
    Fund I, FCP-FIS, as open-ended funds are not limited. The
    planned capitalization represents the gross book value of real
    estate assets as of the most recent quarter end, and the
    investment capacity represents estimated capacity based on the
    funds current cash and leverage limitations as of the most
    recent quarter end.(4)
    
    AMB Europe Fund I, FCP-FIS, is an open-ended co-investment
    venture formed in 2007 with institutional investors. The fund is
    Euro-denominated. U.S. dollar amounts are converted at the
    exchange rate in effect at December 31, 2007.(5)
    
    AMB Japan Fund I, L.P. is a co-investment partnership
    formed in 2005 with institutional investors. The fund is
    Yen-denominated. U.S. dollar amounts are converted at the
    exchange rate in effect at December 31, 2007.(6)
    
    AMB-SGP Mexico, LLC is a co-investment partnership formed in
    2004 with Industrial (Mexico) JV Pte. Ltd., a subsidiary of GIC
    Real Estate Pte. Ltd., the real estate investment subsidiary of
    the Government of Singapore Investment Corporation.(7)
    
    AMB DFS Fund I, LLC is a co-investment partnership formed
    in 2006 with a subsidiary of GE Real Estate to build and sell
    properties.      Partners Capital. 1 2 3 4
       51




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##### Table of Contents



52




---



##### Table of Contents



3 4 3 4
  1 2 1 2
    Debt. 50-65%
   53




---



##### Table of Contents



Credit Facilities.
   54




---



##### Table of Contents



55




---



##### Table of Contents



Our


Co-investmentSecured


Venture


Unsecured


Credit


Other


TotalDebt(1)


Debt(1)


Senior Debt


Facilities(2)


Debt


Debt2008

$
199,970


$
98,989


$
175,000


$



$
13,408


$
487,3672009


25,799



122,671



100,000







873



249,3432010


65,905



102,661



250,000



658,928



941



1,078,4352011


115



189,420



75,000



217,177



1,014



482,7262012


3,753



459,111











61,093



523,9572013


3,053



46,195



175,000







65,920



290,1682014


3,216



4,102











616



7,9342015


3,387



18,806



112,491







664



135,3482016


3,567



54,795















58,362Thereafter


42,267



19,091



125,000











186,358Subtotal

$
351,032


$
1,115,841


$
1,012,491


$
876,105


$
144,529


$
3,499,998Unamortized premiums/(discount)


1,027



3,187



(9,368
)










(5,154
)Total consolidated debt

$
352,059


$
1,119,028


$
1,003,123


$
876,105


$
144,529


$
3,494,844AMBs share of unconsolidated
    co-investment
    venture debt(3)






556,710











36,368



593,078Total debt(4)

$
352,059


$
1,675,738


$
1,003,123


$
876,105


$
180,897


$
4,087,922Co-investment venture partners share of consolidated
    debt(4)






(715,409
)










(100,000
)


(815,409
)Our share of total debt(4)

$
352,059


$
960,329


$
1,003,123


$
876,105


$
80,897


$
3,272,513Weighted average interest rate


4.0
%


6.1
%


6.1
%


3.4
%


6.0
%


5.2
%Weighted average maturity (years)


2.4



4.1



4.2



2.7



4.6



3.6     (1)
    
    Our secured debt and co-investment venture debt include debt
    related to European and Asian assets in the amount of
    $62.0 million and $192.1 million, respectively,
    translated to U.S. dollars using the exchange rate in effect on
    December 31, 2007.(2)
    
    Represents three credit facilities with total capacity of
    approximately $1.5 billion. Includes $432.7 million,
    $197.3 million, $84.3 million, $82.0 million and
    $19.9 million in Yen, Canadian dollar, Euros, British
    pounds sterling and Singapore dollar-based borrowings,
    respectively, translated to U.S. dollars using the foreign
    exchange rates in effect on December 31, 2007.(3)
    
    The weighted average interest and average maturity for the
    unconsolidated co-investment venture debt were 4.8% and
    5.4 years, respectively.(4)
    
    Our share of total debt represents the pro rata portion of the
    total debt based on our percentage of equity interest in each of
    the consolidated or unconsolidated co-investment ventures
    holding the debt. We believe that our share of total debt is a
    meaningful supplemental measure, which enables both management
    and investors to analyze our leverage and to compare our
    leverage to that of other companies. In addition, it allows for
    a more meaningful comparison of our debt to that of other
    companies that do not consolidate their co-investment ventures.
    Our share of total debt is not intended to reflect our actual
    liability should there be a default under any or all of such
    loans or a liquidation of the co-investment ventures. The above
    table reconciles our share of total debt to total consolidated
    debt, a GAAP financial measure.  56




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##### Table of Contents



Market Capital as of December 31, 2007Units


Market


MarketSecurity

Outstanding


Price(1)


Value(1)Common general partnership units


98,981,097


$
57.56


$
5,697,352Common limited partnership units(2)


3,992,607



57.56



229,814Total


102,973,704






$
5,927,166     (1)
    
    Assumes that our general partnership units are exchanged for AMB
    Property Corporations common stock on a one-for-one basis
    because there is no public market for our units. Market price is
    based on the closing price of AMB Property Corporations
    common stock on December 31, 2007(2)
    
    Includes class B common limited partnership units issued by
    AMB Property II, L.P.  Preferred Units as of December 31, 2007Distribution


Liquidation


Redemption/CallableSecurity

Rate


Preference


ProvisionsSeries D preferred units(1)


7.18
%

$
79,767


February 2012Series L preferred units


6.50
%


50,000


June 2008Series M preferred units


6.75
%


57,500


November 2008Series O preferred units


7.00
%


75,000


December 2010Series P preferred units


6.85
%


50,000


August 2011Weighted average/total


6.90
%

$
312,267     (1)
    
    On January 29, 2007, all of the outstanding 7.75%
    Series D Cumulative Redeemable Preferred Limited
    Partnership Units of AMB Property II, L.P. were transferred from
    one institutional investor to another institutional investor. In
    connection with that transfer, AMB Property II, L.P. agreed to
    amend the terms of the series D preferred units to, among
    other things, change the rate applicable to the series D
    preferred units from 7.75% to 7.18% and change the date prior to
    which the series D preferred units may not be redeemed from
    May 5, 2004 to February 22, 2012.  Capitalization Ratios as of December 31, 2007Total debt-to-total market capitalization(1)


39.5
%Our share of total debt-to-our share of total market
    capitalization(1)


34.4
%Total debt plus preferred-to-total market capitalization(1)


42.6
%Our share of total debt plus preferred-to-our share of total
    market capitalization(1)


37.6
%Our share of total debt-to-our share of total book
    capitalization(1)


52.6
%     (1)
    
    Our definition of total market capitalization is
    total debt plus preferred equity liquidation preferences plus
    market equity. Our definition of our share of total market
    capitalization is our share of total debt plus preferred
    equity liquidation preferences plus market equity. Our
    definition of market equity is the total number of
    outstanding shares of our general partners common stock
    and common limited partnership units multiplied by the closing
    price per share of our general partners common stock as of
    December 31, 2007. Our definition of preferred
    is preferred equity liquidation preferences. Our share of total
    book capitalization is defined as our share of total debt plus
    minority interests to preferred unitholders and limited
    partnership unitholders plus partners capital. Our share
    of total debt is the pro rata portion of the total debt based on
    our percentage of equity interest in each of the consolidated
    and unconsolidated co-investment ventures holding the debt. We
    believe that our share of total debt is a meaningful
    supplemental measure, which enables both management and
    investors to analyze our leverage and to compare our leverage to
    that of other companies. In addition, it allows for a more
    meaningful comparison of our debt to that of other companies
    that do not consolidate their co-investment ventures. Our share
    of total debt is not intended to reflect our actual liability
    should there be a default under any or all of such loans or a
    liquidation of the co-investment ventures. For a 57




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##### Table of Contents



reconciliation of our share of total debt to total consolidated
    debt, a GAAP financial measure, please see the table of debt
    maturities and capitalization above.  Liquidity
      Paying Entity

Security

2007


2006


2005AMB Property, L.P.

Common limited partnership units

$
2.00


$
1.84


$
1.76AMB Property, L.P.

Series J preferred units(1)

$
1.01


$
3.98


$
3.98AMB Property, L.P.

Series K preferred units(1)

$
1.01


$
3.98


$
3.98AMB Property II, L.P.

Class B common limited partnership units

$
2.00


$
1.84


$
1.76AMB Property II, L.P.

Series D preferred units

$
3.64


$
3.88


$
3.88AMB Property II, L.P.

Series E preferred units(2)





$
1.78


$
3.88AMB Property II, L.P.

Series F preferred units(3)





$
2.72


$
3.98AMB Property II, L.P.

Series H preferred units(4)





$
0.97


$
4.06AMB Property II, L.P.

Series I preferred units(5)

$
1.24


$
4.00


$
4.00AMB Property II, L.P.

Series N preferred units(6)





$
0.22


$
2.50     (1)
    
    In April 2007, we redeemed all of our series J and
    series K preferred units.(2)
    
    In June 2006, AMB Property II, L.P. repurchased all of its
    outstanding series E preferred units.(3)
    
    In September 2006, AMB Property II, L.P. repurchased all of its
    outstanding series F preferred units.(4)
    
    In March 2006, AMB Property II, L.P. repurchased all of its
    outstanding series H preferred units.(5)
    
    In April 2007, AMB Property II, L.P. repurchased all of its
    series I preferred units.(6)
    
    The holder of the series N preferred units exercised its
    put option in January 2006 and sold all of its series N
    preferred units to us and AMB Property II, L.P. repurchased all
    of such units from us.   58




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##### Table of Contents



Capital
    Commitments
    For the Years Ended December 31,2007


2006The Americas:Number of new development projects


26



16Number of value-added conversion projects(1)


1



2Square feet


7,427,914



5,428,642Estimated total investment(2)

$
559,276


$
356,843Europe:Number of new development projects


6



4Square feet


1,687,601



711,956Estimated total investment(2)

$
220,200


$
72,104Asia:Number of new development projects


6



8Square feet


3,060,335



4,283,572Estimated total investment(2)

$
305,872


$
485,344Total:Number of new development projects


38



28Number of value-added conversion projects


1



2Square feet


12,175,850



10,424,170Estimated total investment(2)

$
1,085,348


$
914,291     For the Years Ended December 31,2007


2006The Americas:Acres


1,231



774Estimated build out potential (square feet)


21,083,750



11,974,941Investment(3)

$
221,645


$
199,785Europe:Acres


182



Estimated build out potential (square feet)


3,328,267



Investment(3)

$
38,544



Asia:Acres


28



61Estimated build out potential (square feet)


997,537



3,506,843Investment(3)

$
20,977


$
93,429Total:Acres


1,441



835Estimated build out potential (square feet)


25,409,554



15,481,784Investment(3)

$
281,166


$
293,214  59




---



##### Table of Contents



(1)
    
    Value-added conversion projects represent the repurposing of
    industrial properties to a higher and better use, including
    office, residential, retail, research and development or
    manufacturing. Activities required to prepare the property for
    conversion to a higher and better use may include such
    activities as rezoning, redesigning, reconstructing and
    retenanting. The sales price of the value-added conversion
    project is generally based on the underlying land value based on
    its ultimate use and as such, little to no residual value is
    ascribed to the industrial building(s).(2)
    
    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. dollar using
    exchange rate as of December 31, 2007 or 2006, as
    applicable.(3)
    
    Includes acquisition and associated closing costs.    For the Years Ended December 31,2007


2006Number of properties acquired by AMB Institutional Alliance
    Fund III, L.P.


28



21Square feet


6,213,093



6,598,560Expected investment

$
527,264


$
540,021Number of properties acquired by AMB Europe Fund I, FCP-FIS


7



Square Feet


2,101,393



Expected investment

$
201,794


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


8



Square feet


1,107,261



Expected investment

$
180,901


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


3



Square Feet


1,739,976



Expected investment

$
69,688


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






3Square Feet






816,049Expected investment

$



$
73,936Number of properties acquired by AMB Property, L.P.


7



13Square feet


701,629



2,393,627Expected investment

$
62,241


$
220,232Total number of properties acquired


53



37Total square feet


11,863,352



9,808,236Total acquisition cost

$
1,022,547


$
814,128Total acquisition capital

$
19,341


$
20,061Total expected investment

$
1,041,888


$
834,189   Development Pipeline.
 60




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##### Table of Contents



Lease Commitments.
  2008

$
23,2082009


22,6322010


21,9322011


21,5772012


20,501Thereafter


284,158Total

$
394,008   Co-investment Ventures.
  Captive Insurance Company.
  Potential Contingent and Unknown
    Liabilities.
  
    liabilities for environmental conditions;
    claims of customers, vendors or other persons dealing with our
    acquisition transactions that had not been asserted prior to our
    formation or acquisition transactions; 61




---



##### Table of Contents




    accrued but unpaid liabilities incurred in the ordinary course
    of business; and
    tax liabilities.  Overview
    of Contractual Obligations
    Less than


1-3


3-5


More thanContractual Obligations

1 Year


Years


Years


5 Years


TotalDebt

$
487,367


$
1,327,778


$
1,006,683


$
678,170


$
3,499,998Debt interest payments


22,582



62,781



55,806



72,238



213,407Operating lease commitments


23,208



44,564



42,078



284,158



394,008Construction commitments


77,194















77,194Total

$
610,351


$
1,435,123


$
1,104,567


$
1,034,566


$
4,184,607   OFF-BALANCE
    SHEET ARRANGEMENTS
  Standby Letters of Credit.
  Guarantees and Contribution
    Obligations.
      Performance and Surety Bonds.
  Promoted Interests and Other Contractual
    Obligations.
 62




---



##### Table of Contents



SUPPLEMENTAL
    EARNINGS MEASURES
  Funds From Operations (FFO) and Funds From
    Operations Per Share and Unit
    (FFOPS).
     63




---



##### Table of Contents



2007


2006


2005


2004


2003Net income available to common unitholders(1)

$
307,203


$
218,863


$
264,001


$
125,025


$
123,489Income available to common unitholders attributable to limited
    partners


(11,679
)


(9,443
)


(13,582
)


(6,685
)


(6,773
)Gains from sale or contribution of real estate, net of minority
    interests(2)


(85,544
)


(42,635
)


(132,652
)


(47,224
)


(50,325
)Depreciation and amortization:Total depreciation and amortization


161,925



174,721



159,469



134,574



109,828Discontinued operations depreciation


1,801



5,256



20,835



32,776



32,509Non-real estate depreciation


(5,623
)


(4,546
)


(3,388
)


(871
)


(720
)Adjustments to derive FFO from consolidated co-investment
    ventures:Co-investment venture partners minority interests (Net
    income)


27,748



37,190



35,338



29,027



21,041Limited partnership unitholders minority interests (Net
    income)


5,121



2,367



3,045



1,957



1,806Limited partnership unitholders minority interests
    (Development gains)


7,148



4,948



2,262



435



344Discontinued operations minority interests (Net income)


370



1,254



10,198



14,724



16,760FFO attributable to minority interests


(62,902
)


(82,861
)


(100,275
)


(80,192
)


(65,603
)Adjustments to derive FFO from unconsolidated co-investment
    ventures:Our share of net income


(7,467
)


(23,240
)


(10,770
)


(3,781
)


(5,445
)Our share of FFO


27,391



16,038



14,441



7,549



9,755Our share of development gains, net of taxes










5,441







Funds from operations

$
365,492


$
297,912


$
254,363


$
207,314


$
186,666Basic FFO per common share and unit

$
3.60


$
3.24


$
2.87


$
2.39


$
2.17Diluted FFO per common share and unit

$
3.51


$
3.12


$
2.75


$
2.30


$
2.13Weighted average common shares and units:Basic


101,550,001



92,047,678



88,684,262



86,885,250



85,859,899Diluted


104,168,707



95,444,072



92,508,725



90,120,250



87,616,365     (1)
    
    Includes gains from undepreciated land sales of
    $9.2 million, $5.6 million, $25.0 million,
    $3.7 million and $1.2 million for 2007, 2006, 2005,
    2004 and 2003, respectively. 64




---



##### Table of Contents



(2)
    
    The information for 2007 includes accumulated depreciation
    re-capture of approximately $10.1 million associated with
    the sale of two value-added conversion projects. The information
    for 2005 includes accumulated depreciation re-capture of
    approximately $1.1 million associated with the sale of one
    value-added conversion project.  SS NOI.
    2007


2006


2005


2004


2003Net income

$
327,547


$
239,875


$
277,749


$
138,516


$
147,089Private capital revenues


(31,707
)


(46,102
)


(43,942
)


(12,895
)


(13,337
)Depreciation and amortization


161,925



174,721



159,469



134,574



109,828General and administrative


129,510



104,262



71,564



58,843



46,417Fund costs


1,076



2,091



1,482



1,741



825Impairment losses


1,157



6,312











5,251Other expenses


5,112



2,620



5,038



892



475Total other income and expenses


(100,577
)


23,609



55,339



120,161



95,918Total minority interests share of income


44,682



48,772



61,796



43,453



42,582Total discontinued operations


(74,826
)


(63,795
)


(142,570
)


(75,739
)


(84,991
)Cumulative effect of change in accounting principle






(193
)










Net Operating Income (NOI)


463,899



492,172



445,925



409,546



350,057Less non same-store NOI


(61,639
)


(104,147
)


(17,293
)


(22,725
)


(17,334
)Less non-cash adjustments(1)


(2,861
)


(9,502
)


(15,237
)


(13,085
)


(6,111
)Cash-basis same-store NOI

$
399,399


$
378,523


$
413,395


$
373,736


$
326,612     (1)
    
    Non-cash adjustments include straight-line rents and
    amortization of lease intangibles for the same store pool only. 65




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk      2008


2009


2010


2011


2012


Thereafter


TotalFixed rate debt(1)

$
255,780


$
185,957


$
418,873


$
248,484


$
449,570


$
576,675


$
2,135,339Average interest rate


6.9
%


5.0
%


6.5
%


6.7
%


5.9
%


10.8
%


7.5
%Variable rate debt(2)

$
231,587


$
63,386


$
659,562


$
234,242


$
74,387


$
101,495


$
1,364,659Average interest rate


2.1
%


5.9
%


3.4
%


3.6
%


5.6
%


9.8
%


3.9
%Interest Payments

$
22,582


$
12,913


$
49,868


$
25,131


$
30,675


$
72,238


$
213,407     (1)
    
    Represents 61.0% of all outstanding debt at December 31,
    2007.(2)
    
    Represents 39.0% of all outstanding debt at December 31,
    2007.      Financial Instruments.
    Maturity Dates


NotionalRelated Derivatives

June 9, 2010


Amount


Fair Value(In thousands)Notional Amount (U.S. dollars)

$
25,000


$
25,000Receive Floating (%)


US LIBORPay Fixed Rate (%)


5.17
%Fair Market Value

$
(786
)





$
(786
)Total





$
25,000


$
(786
)  66




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##### Table of Contents



International Operations.
    Item 8.
    Financial
    Statements and Supplementary Data    Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures and Changes to Internal Control over
    Financial Reporting
  Rule 13a-15(b)
    Managements
    Annual Report on Internal Control over Financial
    Reporting
      Item 9B.
    Other
    Information   67




---



##### 



PART III
  Items 10,
    11, 12, 13 and 14.
  Form 10-K.
  PART IV
  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial Statements and Schedule:
  Form 10-K.
  
  PageReport of Independent Registered Public
    Accounting Firm


F-1Consolidated Balance Sheets as of
    December 31, 2007 and 2006


F-2Consolidated Statements of Operations for the
    years ended December 31, 2007, 2006 and 2005


F-3Consolidated Statements of Partners Capital
    for the years ended December 31, 2007, 2006 and 2005


F-4Consolidated Statements of Cash Flows for the
    years ended December 31, 2007, 2006 and 2005


F-5Notes to Consolidated Financial Statements


F-6Schedule III  Consolidated Real
    Estate and Accumulated Depreciation


S-1(c)(1) Financial StatementsFinancial Statements of AMB Europe
    Fund  I, FCP-FIS


S-9Financial Statements of AMB Japan
    Fund  I, L.P.


S-27     68




---



##### Table of Contents



Exhibits:
  No. 001-14245.
  ExhibitNumber

Description3
.1

Twelfth Amended and Restated Agreement of Limited Partnership of
    AMB Property, L.P. dated as of August 25, 2006,
    (incorporated by reference to Exhibit 3.1 of AMB Property,
    L.P.s Current Report on
    Form 8-K
    filed on August 30, 2006).4
.1

$50,000,000 8.00% Fixed Rate Note No. 3 dated
    October 26, 2000, attaching the Parent Guarantee dated
    October 26, 2000 (incorporated by reference to
    Exhibit 4.8 of AMB Property, L.P.s Annual Report on
    Form 10-K
    for the year ended December 31, 2000).4
.2

$25,000,000 8.00% Fixed Rate Note No. 4 dated
    October 26, 2000, attaching the Parent Guarantee dated
    October 26, 2000 (incorporated by reference to
    Exhibit 4.9 of AMB Property, L.P.s Annual Report on
    Form 10-K
    for the year ended December 31, 2000).4
.3

Specimen of 7.10% Notes due 2008 (included in the First
    Supplemental Indenture incorporated by reference to
    Exhibit 4.2 of AMB Property, L.P.s Registration
    Statement on
    Form S-11
    (No. 333-49163)).4
.4

Specimen of 7.50% Notes due 2018 (included in the Second
    Supplemental Indenture incorporated by reference to
    Exhibit 4.3 of AMB Property, L.P.s Registration
    Statement on
    Form S-11
    (No. 333-49163)).4
.5

$50,000,000 7.00% Fixed Rate Note No. 9 dated March 7,
    2001, attaching the Parent Guarantee dated March 7, 2001
    (incorporated by reference to Exhibit 4.1 of AMB Property,
    L.P.s Current Report on
    Form 8-K
    filed on March 16, 2001).4
.6

$25,000,000 6.75% Fixed Rate Note No. 10 dated
    September 6, 2001, attaching the Parent Guarantee dated
    September 6, 2001 (incorporated by reference to
    Exhibit 4.1 of AMB Property, L.P.s Current Report on
    Form 8-K
    filed on September 18, 2001).4
.7

$100,000,000 Fixed Rate Note
    No. B-2
    dated March 16, 2004, attaching the Parent Guarantee dated
    March 16, 2004 (incorporated by reference to
    Exhibit 4.1 of AMB Property, L.P.s Current Report on
    Form 8-K
    filed on March 17, 2004).4
.8

$175,000,000 Fixed Rate Note
    No. B-3,
    attaching the Parent Guarantee (incorporated by reference to
    Exhibit 10.1 of AMB Property, L.P.s Current Report on
    Form 8-K
    filed on November 18, 2005).4
.9

Indenture dated as of June 30, 1998, by and among AMB
    Property, L.P., AMB Property Corporation and State Street Bank
    and Trust Company of California, N.A., as trustee
    (incorporated by reference to Exhibit 4.1 of AMB Property,
    L.P.s Current Report on
    Form 8-K
    filed on August 10, 2006).4
.10

First Supplemental Indenture dated as of June 30, 1998 by
    and among AMB Property, L.P., AMB Property Corporation and State
    Street Bank and Trust Company of California, N.A., as
    trustee (incorporated by reference to Exhibit 4.2 of AMB
    Property, L.P.s Registration Statement on
    Form S-11
    (No. 333-49163)).4
.11

Second Supplemental Indenture dated as of June 30, 1998, by
    and among AMB Property, L.P., AMB Property Corporation and
    State Street Bank and Trust Company of California, N.A., as
    trustee (incorporated by reference to Exhibit 4.3 of AMB
    Property, L.P.s Registration Statement on
    Form S-11
    (No. 333-49163)).4
.12

Third Supplemental Indenture dated as of June 30, 1998, by
    and among AMB Property, L.P., AMB Property Corporation and
    State Street Bank and Trust Company of California, N.A., as
    trustee (incorporated by reference to Exhibit 4.4 of AMB
    Property, L.P.s Registration Statement on
    Form S-11
    (No. 333-49163)).4
.13

Fourth Supplemental Indenture, dated as of August 15, 2000
    by and among AMB Property, L.P., AMB Property Corporation
    and State Street Bank and Trust Company of California,
    N.A., as trustee (incorporated by reference to Exhibit 4.1
    of AMB Property, L.P.s Current Report on
    Form 8-K/A
    filed on November 16, 2000).4
.14

Fifth Supplemental Indenture dated as of May 7, 2002, by
    and among AMB Property, L.P., AMB Property Corporation and State
    Street Bank and Trust Company of California, N.A., as
    trustee (incorporated by reference to Exhibit 4.15 of AMB
    Property, L.P.s Annual Report on
    Form 10-K
    for the year ended December 31, 2002). 69




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##### Table of Contents



ExhibitNumber

Description4
.15

Sixth Supplemental Indenture dated as of July 11, 2005, by
    and among AMB Property, L.P., AMB Property Corporation and
    U.S. Bank National Association, as
    successor-in-interest
    to State Street Bank and Trust Company of California, N.A.,
    as trustee (incorporated by reference to Exhibit 4.1 of AMB
    Property, L.P.s Current Report on
    Form 8-K
    filed on July 13, 2005).4
.16

5.094% Notes due 2015, attaching Parent Guarantee
    (incorporated by reference to Exhibit 4.2 of
    AMB Property, L.P.s Current Report on
    Form 8-K
    filed on July 13, 2005).4
.17

Seventh Supplemental Indenture, dated as of August 10,
    2006, by and among AMB Property, L.P., AMB Property
    Corporation and U.S. Bank National Association, as
    successor-in-interest
    to State Street Bank and Trust Company of California, N.A.,
    as trustee, including the Form of Fixed Rate Medium-Term Note,
    Series C, attaching the Form of Parent Guarantee, and the
    Form of Floating Rate Medium-Term Note, Series C, attaching
    the Form of Parent Guarantee. (incorporated by reference to
    Exhibit 4.2 of AMB Property, L.P.s Current
    Report on
    Form 8-K
    filed on August 10, 2006).4
.18

$175,000,000 Fixed Rate Note
    No. FXR-C-1,
    dated as of August 15, 2006, attaching the Parent Guarantee
    (incorporated by reference to Exhibit 4.1 of AMB Property,
    L.P.s Current Report on
    Form 8-K
    filed on August 15, 2006).4
.19

Registration Rights Agreement dated as of July 8, 2005 by
    and between AMB Property, L.P. and Teachers Insurance and
    Annuity Association of America (incorporated by reference to
    Exhibit 4.3 of AMB Property, L.P.s Current
    Report on
    Form 8-K
    filed on July 13, 2005)*10
.1

Third Amended and Restated 1997 Stock Option and Incentive Plan
    of AMB Property Corporation and AMB Property, L.P. (incorporated
    by reference to Exhibit 10.19 of AMB Property, L.P.s
    Annual Report on
    Form 10-K
    for the year ended December 31, 2001).*10
.2

Amendment No. 1 to the Third Amended and Restated 1997
    Stock Option and Incentive Plan of AMB Property Corporation
    and AMB Property, L.P. (incorporated by reference to
    Exhibit 10.20 of AMB Property, L.P.s Annual
    Report on
    Form 10-K
    for the year ended December 31, 2001).*10
.3

Amendment No. 2 to the Third Amended and Restated 1997
    Stock Option and Incentive Plan of AMB Property Corporation
    and AMB Property, L.P., dated September 23, 2004
    (incorporated by reference to Exhibit 10.4 of AMB Property,
    L.P.s Quarterly Report on
    Form 10-Q
    filed on November 9, 2004).*10
.4

Amended and Restated 2002 Stock Option and Incentive Plan of AMB
    Property Corporation and AMB Property, L.P. (incorporated
    by reference to Exhibit 10.1 of AMB Property, L.P.s
    Current Report on
    Form 8-K
    filed on May 15, 2007).10
.5

Fourteenth Amended and Restated Agreement of Limited Partnership
    of AMB PropertyII, L.P., dated February 22, 2007 (incorporated by
    reference to Exhibit 10.1 of AMB Property, L.P.s
    Current Report on
    Form 8-K
    filed on February 22, 2007).10
.6

First Amendment to Fourteenth Amended and Restated Agreement of
    Limited Partnership of AMB Property II, L.P., dated
    January 1, 2008.10
.7

Exchange Agreement dated as of July 8, 2005, by and between
    AMB Property, L.P. and Teachers Insurance and Annuity
    Association of America (incorporated by reference to
    Exhibit 10.1 of AMB Property, L.P.s Current
    Report on
    Form 8-K
    filed on July 13, 2005).10
.8

Guaranty of Payment, dated as of June 1, 2006 by AMB
    Property Corporation for the benefit of JPMorgan Chase Bank, as
    administrative agent, and J.P. Morgan Europe Limited, as
    administrative agent for alternate currencies, for the banks
    listed on the signature page to the Third Amended and Restated
    Revolving Credit Agreement.10
.9

Qualified Borrower Guaranty, dated as of June 1, 2006 by
    AMB Property, L.P. for the benefit of JPMorgan Chase Bank and
    J.P. Morgan Europe Limited, as administrative agents for
    the banks listed on the signature page to the Third Amended and
    Restated Revolving Credit Agreement.10
.10

Guaranty of Payment, dated as of June 23, 2006 by AMB
    Property, L.P. and AMB Property Corporation for the benefit of
    Sumitomo Mitsui Banking Corporation, as administrative agent and
    sole lead arranger and bookmanager, for the banks that are from
    time to time parties to the Amended and Restated Revolving
    Credit Agreement. 70




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##### Table of Contents



ExhibitNumber

Description10
.11

Third Amended and Restated Revolving Credit Agreement, dated as
    of June 1, 2006, by and among AMB Property, L.P., as
    Borrower, the banks listed on the signature pages thereof,
    JPMorgan Chase Bank, N.A., as Administrative Agent,
    J.P. Morgan Europe Limited, as Administrative Agent for
    Alternate Currencies, Bank of America, N.A., as Syndication
    Agent, J.P. Morgan Securities Inc. and Banc of America
    Securities LLC, as Joint Lead Arrangers and Joint Bookrunners,
    Eurohypo AG, New York Branch, Wachovia Bank, N.A. and PNC Bank,
    National Association, as Documentation Agents, The Bank of Nova
    Scotia, acting through its San Francisco Agency, Wells
    Fargo Bank, N.A., ING Real Estate Finance (USA) LLC and LaSalle
    Bank National Association, as Managing Agents (incorporated by
    reference to Exhibit 10.1 of AMB Property, L.P.s
    Current Report on
    Form 8-K
    filed on June 7, 2006).10
.12

Amended and Restated Revolving Credit Agreement, dated as of
    June 23, 2006, by and among the initial borrower and the
    initial qualified borrowers listed on the signature pages
    thereto, AMB Property, L.P., as a guarantor, AMB Property
    Corporation, as a guarantor, the banks listed on the signature
    pages thereto, Sumitomo Mitsui Banking Corporation, as
    administrative agent and sole lead arranger and bookmanager, and
    each of the other lending institutions that becomes a lender
    thereunder (incorporated by reference to Exhibit 10.1 of
    AMB Property, L.P.s Current Report on
    Form 8-K
    filed on June 29, 2006).*10
.13

Amended and Restated 2005 Non-Qualified Deferred Compensation
    Plan (incorporated by reference to Exhibit 10.2 of AMB
    Property, L.P.s Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007).*10
.14

Amended and Restated 2002 Nonqualified Deferred Compensation
    Plan (incorporated by reference to Exhibit 10.2 of AMB
    Property, L.P.s Current Report on
    Form 8-K
    filed on October 4, 2006).*10
.15

Form of Amended and Restated Change in Control and
    Noncompetition Agreement by and between AMB Property, L.P. and
    executive officers (incorporated by reference to
    Exhibit 10.1 of AMB Property, L.P.s Current Report on
    Form 8-K
    filed on October 1, 2007).*10
.16

Form of Assignment and Assumption Agreement to Change in Control
    and Noncompetition Agreement by and between AMB Property, L.P.
    and certain executive officers.10
.17

Euros 228,000,000 Facility Agreement, dated as of
    December 8, 2006, by and among AMB European Investments
    LLC, AMB Property, L.P., ING Real Estate Finance NV and the
    Entities of AMB, Entities of AMB Property, L.P., Financial
    Institutions and the Entities of ING Real Estate Finance NV all
    listed on Schedule 1 of the Facility Agreement
    (incorporated by reference to Exhibit 10.1 of AMB Property,
    L.P.s Current Report on
    Form 8-K
    filed on December 14, 2006).10
.18

Collateral Loan Agreement, dated as of February 14, 2007,
    by and among The Prudential Insurance Company Of America and
    Prudential Mortgage Capital Company, LLC, as Lenders, and
    AMB-SGP California, LLC, AMB-SGP CIF-California, LLC, AMB-SGP
    CIF-I, LLC, AMB-SGP Docks, LLC, AMB-SGP Georgia, LLC, AMB-SGP
    CIF-Illinois, L.P. and AMB-SGP TX/IL SUB, LLC as Borrowers
    (incorporated by reference to Exhibit 10.1 of AMB Property,
    L.P.s
    Form 8-K
    filed on February 21, 2007).10
.19

$160,000,000 Amended, Restated and Consolidated Promissory Note
    (Fixed A-1),
    dated February 14, 2007, by AMB-SGP California, LLC,
    AMB-SGP CIF-California, LLC, AMB-SGP CIF-I, LLC,
    AMB-SGP
    Docks, LLC, AMB-SGP Georgia, LLC, AMB-SGP CIF-Illinois, L.P. and
    AMB-SGP TX/IL SUB, LLC, as Borrowers, to Prudential Mortgage
    Capital Company LLC, as Lender (incorporated by reference to
    Exhibit 10.2 of AMB Property, L.P.s
    Form 8-K
    filed on February 21, 2007).10
.20

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

$84,000,000 Amended, Restated and Consolidated Promissory Note
    (Fixed B-1), dated February 14, 2007, by AMB-SGP
    California, LLC, AMB-SGP CIF-California, LLC, AMB-SGP CIF-I,
    LLC, AMB-SGP
    Docks, LLC, AMB-SGP Georgia, LLC, AMB-SGP CIF-Illinois, L.P. and
    AMB-SGP TX/IL SUB, LLC, as Borrowers, to The Prudential
    Insurance Company of America, as Lender (incorporated by
    reference to Exhibit 10.4 of AMB Property, L.P.s
    Form 8-K
    filed on February 21, 2007). 71




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##### Table of Contents



ExhibitNumber

Description10
.22

$21,000,000 Amended, Restated and Consolidated Promissory Note
    (Floating B-2), dated February 14, 2007, by AMB-SGP
    California, LLC, AMB-SGP CIF-California, LLC, AMB-SGP CIF-I,
    LLC, AMB-SGP
    Docks, LLC, AMB-SGP Georgia, LLC, AMB-SGP CIF-Illinois, L.P. and
    AMB-SGP TX/IL SUB, LLC, as Borrowers, to The Prudential
    Insurance Company of America, as Lender (incorporated by
    reference to Exhibit 10.5 of AMB Property, L.P.s
    Form 8-K
    filed on February 21, 2007).10
.23

Deed of Accession and Amendment, dated March 21, 2007, by
    and between ING Real Estate Finance NV, AMB European Investments
    LLC, AMB Property, L.P., SCI AMB Givaudan Distribution Center,
    AMB Hordijk Distribution Center B.V., ING Bank NV, the Original
    Lenders and the Entities of AMB (both as defined in the Deed of
    Accession and Amendment) (incorporated by reference to
    Exhibit 10.1 of AMB Property, L.P.s Current
    Report on
    Form 8-K
    filed on March 27, 2007).10
.24

Fifth Amended and Restated Revolving Credit Agreement, dated as
    of July 16, 2007, by and among the qualified borrowers
    listed on the signature pages thereto, AMB Property, L.P., as a
    qualified borrower and guarantor, AMB Property Corporation, as
    guarantor, the banks listed on the signature pages thereto, Bank
    of America, N.A., as administrative agent, The Bank of Nova
    Scotia, as syndication agent, Calyon New York Branch,
    Citicorp North America, Inc., and The Royal Bank of Scotland
    PLC, as
    co-documentation
    agents, Banc of America Securities Asia Limited, as Hong Kong
    Dollars agent, Bank of America, N.A., acting by its Canada
    Branch, as reference bank, Bank of America, Singapore Branch, as
    Singapore Dollars agent, and each of the other lending
    institutions that becomes a lender thereunder (incorporated by
    reference to Exhibit 10.1 of AMB Property, L.P.s
    Current Report on
    Form 8-K
    filed on July 20, 2007).10
.25

First Amendment to Amended and Restated Revolving Credit
    Agreement, dated as of October 23, 2007, by and among the
    initial borrower, each qualified borrower listed on the
    signature pages thereto, AMB Property, L.P., as guarantor,
    AMB Property Corporation, as guarantor, the Alternate Currency
    Banks (as defined therein) and Sumitomo Mitsui Banking
    Corporation, as administrative agent (incorporated by reference
    to Exhibit 10.4 of AMB Property, L.P.s Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007).10
.26

RMB Revolving Credit Agreement, dated October 23, 2007,
    between Wealth Zipper (Shanghai) Property Development Co., Ltd.,
    the RMB Lenders listed therein, Sumitomo Mitsui Banking
    Corporation, New York Branch, as Administrative Agent and
    Sole Lead Arranger and Bookmanager, and Sumitomo Mitsui Banking
    Corporation, Shanghai Branch, as RMB Settlement Agent
    (incorporated by reference to Exhibit 10.5 of AMB Property,
    L.P.s Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007).21
.1

Subsidiaries of AMB Property, L.P.23
.1

Consent of PricewaterhouseCoopers LLP.24
.1

Powers of Attorney (included in Part IV of this annual
    report).31
.1

Rule 13a-14(a)/15d-14(a) Certifications
    dated February 29, 2008.32
.1

18 U.S.C. § 1350 Certifications dated
    February 29, 2008. The certifications in this exhibit are
    being furnished solely to accompany this report pursuant to
    18 U.S.C. § 1350, and are not being filed for purposes
    of Section 18 of the Securities Exchange Act of 1934, as
    amended, and are not to be incorporated by reference into any of
    our filings, whether made before or after the date hereof,
    regardless of any general incorporation language in such filing.     *
    
    Management contract or compensatory plan or arrangement  (b)
    Financial Statement Schedule:   72




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##### Table of Contents



SIGNATURES
     By:
    AMB Property Corporation, Its General Partner  By:
    /s/  hamid
    r. moghadam   Chairman of the Board and
 Chief Executive Officer
    POWER OF
    ATTORNEY
  Form 10-K Form 10-K, Form 10-K
    Name

Title

Date/s/  Hamid
    R. MoghadamHamid
    R. Moghadam

Chairman of the Board and
    Chief Executive Officer
    (Principal Executive Officer)

February 29, 2008/s/  T.
    Robert BurkeT.
    Robert Burke

Director

February 29, 2008/s/  David
    A. ColeDavid
    A. Cole

Director

February 29, 2008/s/  Lydia
    H. KennardLydia
    H. Kennard

Director

February 29, 2008/s/  J.
    Michael LoshJ.
    Michael Losh

Director

February 29, 2008/s/  Frederick
    W. ReidFrederick
    W. Reid

Director

February 29, 2008 73




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##### Table of Contents



Name

Title

Date/s/  Jeffrey
    L. SkeltonJeffrey
    L. Skelton

Director

February 29, 2008/s/  Thomas
    W. TusherThomas
    W. Tusher

Director

February 29, 2008/s/  Carl
    B. WebbCarl
    B. Webb

Director

February 29, 2008/s/  Thomas
    S. OlingerThomas
    S. Olinger

Chief Financial Officer
    (Duly Authorized Officer and Principal Financial Officer)

February 29, 2008/s/  Nina
    A. TranNina
    A. Tran

Chief Accounting Officer and
    Senior Vice President (Duly Authorized Officer and Principal
    Accounting Officer)

February 29, 2008  74




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    Internal Control  Integrated Framework
  Accounting
    for Uncertainty in Income Taxes Share-Based
    Payment
      PricewaterhouseCoopers LLP
    F-1




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##### Table of Contents



AMB
    PROPERTY, L.P.
  CONSOLIDATED
    BALANCE SHEETS
 As of
    December 31, 2007 and 2006
  December 31,


December 31,2007


2006(Dollars in thousands)ASSETSInvestments in real estate:Land

$
1,276,621


$
1,351,123Buildings and improvements


3,777,210



4,038,474Construction in progress


1,655,714



1,186,136Total investments in properties


6,709,545



6,575,733Accumulated depreciation and amortization


(916,686
)


(789,693
)Net investments in properties


5,792,859



5,786,040Investments in unconsolidated co-investment ventures


356,194



274,381Properties held for contribution, net


488,339



154,036Properties held for divestiture, net


40,513



20,916Net investments in real estate


6,677,905



6,235,373Cash and cash equivalents


220,224



174,763Restricted cash


30,192



21,115Accounts receivable, net of allowance for doubtful accounts of
    $7,378 and $6,361, respectively


184,270



133,998Deferred financing costs, net


23,313



20,394Other assets


126,499



127,869Total assets

$
7,262,403


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

$
1,471,087


$
1,395,354Unsecured senior debt securities


1,003,123



1,101,874Unsecured credit facilities


876,105



852,033Other debt


144,529



88,154Total debt


3,494,844



3,437,415Security deposits


40,842



36,106Distributions payable


54,907



48,967Accounts payable and other liabilities


210,447



186,807Total liabilities


3,801,040



3,709,295Commitments and contingencies (Note 13)Minority interests:Co-investment venture partners


517,572



555,201Preferred unitholders


109,805



129,764Total minority interests


627,377



684,965Partners capital:General partner, 98,981,097 and 89,433,024 units
    outstanding, respectively; 2,000,000 Series L preferred
    units issued and outstanding with a $50,000 liquidation
    preference, 2,300,000 Series M preferred units issued and
    outstanding with a $57,500 liquidation preference, 3,000,000
    Series O preferred units issued and outstanding with a
    $75,000 liquidation preference, and 2,000,000 Series P
    preferred units issued and outstanding with a $50,000
    liquidation preference


2,763,952



2,166,657Limited partners, 2,733,894 and 3,450,343 units,
    respectively; and 0 and 800,000 Series J preferred units
    with a $40,000 liquidation preference, respectively, and 0 and
    800,000 Series K preferred units with a $40,000 liquidation
    preference, respectively


70,034



152,595Total partners capital


2,833,986



2,319,252Total liabilities and partners capital

$
7,262,403


$
6,713,512    F-2




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##### Table of Contents



AMB
    PROPERTY, L.P.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 For
    the Years ended December 31, 2007, 2006 and 2005
  2007


2006


2005(Dollars in thousands, except share and per share amounts)REVENUESRental revenues

$
637,964


$
665,219


$
602,935Private capital revenues


31,707



46,102



43,942Total revenues


669,671



711,321



646,877COSTS AND EXPENSESProperty operating expenses


(98,848
)


(96,146
)


(84,851
)Real estate taxes


(75,217
)


(76,901
)


(72,159
)Depreciation and amortization


(161,925
)


(174,721
)


(159,469
)General and administrative


(129,510
)


(104,262
)


(71,564
)Fund costs


(1,076
)


(2,091
)


(1,482
)Impairment losses


(1,157
)


(6,312
)


Other expenses


(5,112
)


(2,620
)


(5,038
)Total costs and expenses


(472,845
)


(463,053
)


(394,563
)OTHER INCOME AND EXPENSESDevelopment profits, net of taxes


124,288



106,389



54,811Gains from dispositions of real estate interests


73,436







19,099Equity in earnings of unconsolidated co-investment ventures, net


7,467



23,240



10,770Other income


22,331



11,849



7,527Interest expense, including amortization


(126,945
)


(165,087
)


(147,546
)Total other income and expenses, net


100,577



(23,609
)


(55,339
)Income before minority interests, discontinued operations and
    cumulative effect of change in accounting principle


297,403



224,659



196,975Minority interests share of income:Co-investment venture partners share of income before
    minority interests and discontinued operations


(27,748
)


(37,190
)


(35,338
)Co-investment venture partners share of development profits


(9,012
)


(665
)


(11,230
)Preferred unitholders


(7,922
)


(10,917
)


(15,228
)Total minority interests share of income


(44,682
)


(48,772
)


(61,796
)Income from continuing operations before cumulative effect of
    change in accounting principle


252,721



175,887



135,179Discontinued operations:Income attributable to discontinued operations, net of minority
    interests


10,122



19,112



21,756Development gains and gains from dispositions of real estate,
    net of taxes and minority interests


64,704



44,683



120,814Total discontinued operations


74,826



63,795



142,570Net income before cumulative effect of change in accounting
    principle


327,547



239,682



277,749Cumulative effect of change in accounting principle






193



Net income


327,547



239,875



277,749Series L, M, O and P preferred unit distributions


(15,806
)


(13,582
)


(7,388
)Series J and K preferred unit distributions


(1,608
)


(6,360
)


(6,360
)Preferred unit redemption issuance costs


(2,930
)


(1,070
)


Net income available to common unitholders

$
307,203


$
218,863


$
264,001Income available to common unitholders attributable to:General partner

$
295,524


$
209,420


$
250,419Limited partners


11,679



9,443



13,582Net income available to common unitholders

$
307,203


$
218,863


$
264,001Basic income per common unitIncome from continuing operations (includes preferred unit
    distributions and preferred unit redemption issuance costs)

$
2.29


$
1.69


$
1.37Discontinued operations


0.74



0.69



1.61Cumulative effect of change in accounting principle










Net income available to common unitholders

$
3.03


$
2.38


$
2.98Diluted income per common unitIncome from continuing operations (includes preferred unit
    distributions and preferred unit redemption issuance costs)

$
2.23


$
1.62


$
1.31Discontinued operations


0.72



0.67



1.54Cumulative effect of change in accounting principle










Net income available to common unitholders

$
2.95


$
2.29


$
2.85WEIGHTED AVERAGE COMMON UNITS OUTSTANDINGBasic


101,550,001



92,047,678



88,684,262Diluted


104,168,707



95,444,072



92,508,725    F-3




---



##### Table of Contents



AMB
    PROPERTY, L.P.CONSOLIDATED STATEMENTS OF PARTNERS
    CAPITALFor the Years ended December 31, 2007, 2006 and 2005
    (dollars in thousands)
  General Partner


Limited PartnersPreferred Units


Common Units


Preferred Units


Common UnitsUnits


Amount


Units


Amount


Units


Amount


Units


Amount


Total(Dollars in thousands, except unit amounts)Balance as of December 31, 2004


4,300,000


$
103,204



83,019,229


$
1,567,936



1,600,000


$
77,815



4,600,556


$
86,587


$
1,835,542Comprehensive income:Net income






7,388







250,419







6,360







13,582Unrealized gain on securities














421















Currency translation adjustment














(1,846
)














Total comprehensive income


































276,324Deferred compensation amortization and issuance of common
    limited partnership units in connection with the issuance of
    restricted stock


3,000,000



72,344



























72,344Issuance of common limited partnership units in connection with
    the exercise of stock options










183,216



12,296



















12,296Conversion of operating partnership units to common stock










2,033,470



48,472



















48,472Forfeiture of common limited partnership units in connection
    with the forfeiture of restricted stock










349,579



15,108











(349,579
)


(6,655
)


8,453Reallocation of interests














(1,869
)


















(1,869
)Issuance costs














(891
)














746



(145
)Distributions






(7,388
)






(149,295
)






(6,360
)






(8,096
)


(171,139
)Balance as of December 31, 2005


7,300,000



175,548



85,585,494



1,740,751



1,600,000



77,815



4,250,977



86,164



2,080,278Comprehensive income:Net income






13,582







209,420







6,360







9,443Unrealized loss on securities and derivatives














825















Currency translation adjustment














(187
)














Total comprehensive income


































239,443Contributions


2000,000



48,086



























48,086Deferred compensation amortization and issuance of common
    limited partnership units in connection with the issuance of
    restricted stock










331,911



20,736



















20,736Issuance of common limited partnership units in connection with
    the exercise of stock options










2,697,315



55,521



















55,521Conversion of operating partnership units to common stock










818,304



45,151











(800,634
)


(15,749
)


29,402Forfeiture of common limited partnership units in connection
    with the forfeiture of restricted stock














(3,454
)


















(3,454
)Cumulative effect of change in accounting principle














(193
)


















(193
)Reallocation of interests














37,940















2,910



40,850Offering costs






(217
)


























(217
)Distributions






(13,582
)






(163,270
)






(6,360
)






(7,988
)


(191,200
)Balance as of December 31, 2006


9,300,000



223,417



89,433,024



1,943,240



1,600,000



77,815



3,450,343



74,780



2,319,252Comprehensive income:Net income






15,806







295,524







1,608







11,679Unrealized gain on securities and derivatives














(1,676
)














Currency translation adjustment














14,775















Total comprehensive income


































337,716Stock-based compensation amortization and issuance of common
    limited partnership units in connection with the issuance of
    restricted stock and options










(1,179
)


16,046



















16,046Issuance of common units










8,365,800



472,072



















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










1,536,041



28,328



















28,328Conversion of operating partnership units to common stock










716,449



42,296











(716,449
)


(14,329
)


27,967Forfeiture of common limited partnership units in connection
    with the forfeiture of restricted stock














(3,070
)


















(3,070
)Repurchase of preferred units


















(1,600,000
)


(77,815
)










(77,815
)Repurchase of common units










(1,069,038
)


(53,359
)


















(53,359
)Reallocation of interests














(14,947
)














6,507



(8,440
)Offering costs






(5
)






(579
)


















(584
)Distributions






(15,806
)






(198,110
)






(1,608
)






(8,603
)


(224,127
)Balance as of December 31, 2007


9,300,000


$
223,412



98,981,097


$
2,540,540






$




2,733,894


$
70,034


$
2,833,986    F-4




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 For
    the Years ended December 31, 2007, 2006 and 2005
  2007


2006


2005(Dollars in thousands)CASH FLOWS FROM OPERATING ACTIVITIESNet income

$
327,547


$
239,875


$
277,749Adjustments to net income:Straight-line rents and amortization of lease intangibles


(13,246
)


(19,134
)


(19,523
)Depreciation and amortization


161,925



174,721



159,469Impairment losses


1,157



6,312



Stock-based compensation amortization


16,046



20,736



12,296Equity in earnings of unconsolidated co-investment ventures


(7,467
)


(23,240
)


(10,770
)Operating distributions received from unconsolidated
    co-investment ventures


18,930



4,875



2,752Gains from dispositions of real estate interest


(73,436
)






(19,099
)Development profits, net of taxes


(124,288
)


(106,389
)


(54,811
)Debt premiums, discounts and finance cost amortization, net


3,961



8,343



4,172Total minority interests share of net income


44,682



48,772



61,796Exchange losses


2,883







Discontinued operations:Depreciation and amortization


1,801



5,256



20,835Co-investment venture partners share of net income


(63
)


359



9,069Development gains and gains from dispositions of real estate,
    net of taxes and minority interests


(64,704
)


(44,683
)


(120,814
)Cumulative effect of change in accounting principle






(193
)


Changes in assets and liabilities:Accounts receivable and other assets


(82,288
)


3,276



(42,379
)Accounts payable and other liabilities


27,103



16,969



15,073Net cash provided by operating activities


240,543



335,855



295,815CASH FLOWS FROM INVESTING ACTIVITIESChange in restricted cash and other assets


(11,303
)


(24,910
)


1,973Cash paid for property acquisitions


(57,249
)


(451,940
)


(424,087
)Additions to land, buildings, development costs, building
    improvements and lease costs


(1,300,651
)


(1,033,941
)


(662,561
)Net proceeds from divestiture of real estate


824,628



616,343



1,088,737Additions to interests in unconsolidated co-investment ventures


(54,334
)


(18,969
)


(74,069
)Capital distributions received from unconsolidated co-investment
    ventures


227



34,277



17,483Repayment/(issuance) of mortgage receivable


1,588



2,874



(7,883
)Cash transferred to unconsolidated co-investment venture


(35,146
)


(4,294
)


Net cash used in investing activities


(632,240
)


(880,560
)


(60,407
)CASH FLOWS FROM FINANCING ACTIVITIESIssuance of common units, net


500,400



55,521



48,472Repurchase and retirement of common and preferred units


(53,359
)






Borrowings on secured debt


718,153



610,598



386,592Payments on secured debt


(259,592
)


(483,138
)


(327,038
)Borrowings on other debt


75,956



65,098



Payments on other debt


(20,473
)


(16,281
)


(649
)Borrowings on unsecured credit facilities


1,489,256



1,291,209



873,627Payments on unsecured credit facilities


(1,507,188
)


(944,626
)


(697,464
)Payment of financing fees


(13,755
)


(11,746
)


(10,185
)Net proceeds from issuances of senior debt securities


24,689



272,079



Payments on senior debt securities


(125,000
)


(150,000
)


(28,940
)Net proceeds from issuances of preferred units






48,086



72,344Issuance costs on preferred units


(584
)


(217
)


Repurchase of preferred units


(102,737
)


(98,080
)


Contributions from co-investment partners


43,725



189,110



160,544Distributions paid to partners


(213,352
)


(180,626
)


(160,430
)Distributions to minority interests, including preferred units


(136,114
)


(163,366
)


(418,729
)Net cash provided by (used in) financing activities


420,025



483,621



(101,856
)Net effect of exchange rate changes on cash


17,133



2,966



(10,063
)Net increase (decrease) in cash and cash equivalents


45,461



(58,118
)


123,489Cash and cash equivalents at beginning of period


174,763



232,881



109,392Cash and cash equivalents at end of period

$
220,224


$
174,763


$
232,881Supplemental Disclosures of Cash Flow InformationCash paid for interest, net of capitalized interest

$
134,470


$
159,389


$
174,246Non-cash transactions:Acquisition of properties

$
60,293


$
689,832


$
519,106Assumption of secured debt






(134,651
)


(74,173
)Assumption of other assets and liabilities


(17
)


(17,931
)


(5,994
)Acquisition capital


(1,127
)


(20,061
)


(13,979
)Minority interests contributions, including units issued


(1,900
)


(65,249
)


(873
)Net cash paid for acquisitions

$
57,249


$
451,940


$
424,087Preferred unit redemption issuance costs

$
2,930


$
1,070


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

$
78,218


$
161,967


$
27,282Purchase of equity interest of unconsolidated joint venture, net

$
26,031


$



$
Deconsolidation of AMB Institutional Alliance Fund III,
    L.P.,

$



$
93,876


$
    F-5




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 December 31,
    2007 and 2006
  1.
    Organization
    and Formation of the Company  ® ®
           F-6




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
    
    on an owned and managed basis, which includes investments held
    on a consolidated basis or through unconsolidated co-investment
    ventures, the Operating Partnership owned or partially owned
    approximately 118.2 million square feet (principally
    warehouse distribution buildings) that were 96.0% leased;
    on an owned and managed basis, which includes investments held
    on a consolidated basis or through unconsolidated co-investment
    ventures, the Operating Partnership had investments in 56
    industrial development projects, which are expected to total
    approximately 17.8 million square feet upon completion;
    on a consolidated basis, the Operating Partnership owned 12
    development projects, totaling approximately 4.2 million
    square feet, which are available for sale or contribution;
    through non-managed unconsolidated co-investment ventures, the
    Operating Partnership had investments in 46 industrial operating
    properties, totaling approximately 7.4 million square
    feet; and
    the Operating Partnership held approximately 0.1 million
    square feet, which is the location of the Operating
    Partnerships global headquarters.  2.
    Summary
    of Significant Accounting Policies  Basis of Presentation.
  Use of Estimates.
  Reclassifications.
  Investments in Real Estate. property-by-property
 F-7




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
      Depreciation and Amortization Expense

Estimated Lives

2007


2006


2005Building costs

5-40 years

$
69,625


$
81,565


$
85,192Building costs on ground leases

5-40 years


15,951



19,173



16,631Buildings and improvements:Roof/HVAC/parking lots

5-40 years


10,639



10,016



6,928Plumbing/signage

7-25 years


1,851



2,469



2,111Painting and other

5-40 years


12,709



11,479



15,035Tenant improvements

Over initial lease term


20,125



19,901



21,635Lease commissions

Over initial lease term


21,123



19,990



21,095Total real estate depreciation and amortization




152,023



164,593



168,627Other depreciation and amortization

Various


11,703



15,384



11,677Discontinued operations depreciation

Various


(1,801
)


(5,256
)


(20,835
)Total depreciation and amortization from continuing operations



$
161,925


$
174,721


$
159,469       Investments in Consolidated and Unconsolidated Co-investment
    Ventures.
  Consolidation of
    Variable Interest Entities No. 04-5, Determining Whether a General Partner, or the General
    Partners as a Group, Controls a Limited Partnership or Similar
    Entity When the Limited Partners Have Certain Rights.
 F-8




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
  EITF 04-5, EITF 04-5,
  Accounting for Certain Financial
    Instruments with Characteristics of Both Liabilities and Equity
  Cash and Cash Equivalents.
  Restricted Cash.
  Accounts Receivable.
  Concentration of Credit Risk.
  Deferred Financing Costs.
  Goodwill and Intangible Assets. Goodwill and Other Intangible Assets
 F-9




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
  Income Taxes. Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109,
  Financial Instruments. Accounting for Derivative Instruments and for Hedging
    Activities,
  Debt.
  Debt Premiums.
  Rental Revenues and Allowance for Doubtful
    Accounts.
  Private Capital Income.
  Other Income.
 F-10




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
  Development Profits, Net of Taxes.
  Gains from Dispositions of Real Estate.
  Discontinued Operations. Accounting for the Impairment or
    Disposal of Long-Lived Assets
  International Operations.
      New Accounting Pronouncements. Fair Value
    Measurements,
 F-11




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115,
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  3.
    Real
    Estate Acquisition and Development Activity    For the Years Ended December 31,2007


2006Placed in Operations:Number of projects


1



7Square feet


179,400



941,336Investment

$
10,657


$
90,470Sold:Number of projects


7



7Square feet


498,017



1,323,748Investment

$
74,432


$
57,775Contributed:Number of projects


10



9Square feet


2,674,044



3,464,737Investment

$
259,678


$
430,346Held for Sale or Contribution:Number of projects


14



10Square feet


4,695,036



2,965,039Investment

$
425,754


$
199,183Total:Number of projects


32



33
(1)Square feet


8,046,497



8,694,860Investment

$
770,521


$
777,774  F-12




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
    (1)
    
    One of the projects completed during the year ended
    December 31, 2006, totaling $13.8 million and
    approximately 0.2 million square feet, is held in an
    unconsolidated co-investment venture.  Development Pipeline.
  4.
    Development
    Profits, Gains from Dispositions of Real Estate Interests and
    Discontinued Operations  Gains from Sale or Contribution of Real Estate
    Interests.
        Properties Held for Contribution. 15-20%.
 F-13




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
  Discontinued Operations. Accounting for the Impairment or
    Disposal of Long-Lived Assets
        Properties Held for Divestiture. development-for-sale
    2007


2006


2005Rental revenues

$
12,689


$
30,514


$
91,448Straight-line rents and amortization of lease intangibles


410



615



2,242Property operating expenses


(1,360
)


(4,864
)


(14,258
)Real estate taxes


(1,029
)


(2,901
)


(10,482
)Depreciation and amortization


(1,801
)


(5,256
)


(20,835
)General and administrative






(13
)


(85
)Other income and expenses, net


(20
)


(21
)


(51
)Interest, including amortization


1,170



1,397



(17,154
)Co-investment venture partners share of income


63



(359
)


(9,069
)Income attributable to discontinued operations

$
10,122


$
19,112


$
21,756  F-14




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
    2007


2006Other assets

$
809


$
58Accounts payable and other liabilities

$
3,900


$
1,589   5.
    Debt    2007


2006Operating Partnership secured debt, varying interest rates from
    1.1% to 8.6%, due January 2008 to January 2017 (weighted average
    interest rate of 4.0% and 5.6% at December 31, 2007 and
    2006, respectively)

$
351,032


$
368,332Consolidated co-investment venture secured debt, varying
    interest rates from 3.5% to 9.4%, due March 2008 to February
    2024 (weighted average interest rates of 6.1% and 6.5% at
    December 31, 2007 and 2006, respectively)


1,115,841



1,020,678Unsecured senior debt securities, varying interest rates from
    3.5% to 8.0%, due June 2008 to June 2018 (weighted average
    interest rates of 6.1% and 6.2% at December 31, 2007 and
    December 31, 2006, respectively, and net of unamortized
    discounts of $9.4 million and $10.6 million,
    respectively)


1,012,491



1,112,491Other debt, varying interest rates from 3.4% to 7.5%, due
    January 2008 to November 2015 (weighted average interest rates
    of 6.0% and 6.6% at December 31, 2007 and December 31,
    2006, respectively)


144,529



88,154Unsecured credit facilities, variable interest rate, due June
    2010 and June 2011 (weighted average interest rates of 3.4% and
    3.1% at December 31, 2007 and 2006, respectively)


876,105



852,033Total debt before unamortized net premiums (discounts)


3,499,998



3,441,688Unamortized net premiums (discounts)


(5,154
)


(4,273
)Total consolidated debt

$
3,494,844


$
3,437,415   cross-collateralized
   F-15




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
           F-16




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
      long-term
 F-17




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
    Operating


ConsolidatedPartnership


Co-investment


UnsecuredSecured


Venture Secured


Senior Debt


Credit


OtherDebt


Debt


Securities


Facilities


Debt


Total2008

$
199,970


$
98,989


$
175,000


$



$
13,408


$
487,3672009


25,799



122,671



100,000







873



249,3432010


65,905



102,661



250,000



658,928



941



1,078,4352011


115



189,420



75,000



217,177



1,014



482,7262012


3,753



459,111











61,093



523,9572013


3,053



46,195



175,000







65,920



290,1682014


3,216



4,102











616



7,9342015


3,387



18,806



112,491







664



135,3482016


3,567



54,795















58,362Thereafter


42,267



19,091



125,000











186,358Total

$
351,032


$
1,115,841


$
1,012,491


$
876,105


$
144,529


$
3,499,998   6.
    Leasing
    Activity    2008

$
482,2462009


420,9962010


344,7182011


260,5302012


190,009Thereafter


586,741Total

$
2,285,240     7.
    Income
    Taxes   F-18




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
    2007


2006


2005Net income available to common unitholders attributable to the
    general partner

$
295,524


$
209,420


$
250,419Book depreciation and amortization


161,925



174,721



159,469Book depreciation discontinued operations


1,801



5,256



20,835Impairment losses


1,157



6,312



Tax depreciation and amortization


(143,873
)


(155,467
)


(152,084
)Book/tax difference on gain on divestitures and contributions of
    real estate


(185,415
)


(108,777
)


(23,104
)Book/tax difference in stock option expense


(22,271
)


(50,030
)


(35,513
)Other book/tax differences, net(1)


29,198



(3,436
)


(35,348
)Taxable income available to common unitholders attributable to
    the general partner

$
138,046


$
77,999


$
184,674     (1)
    
    Primarily due to straight-line rent, prepaid rent, co-investment
    venture accounting and debt premium amortization timing
    differences.    2007


2006


2005Ordinary income

$
0.85



43.3
%

$
0.53



38.4
%

$
0.50



23.0
%Capital gains


0.49



24.9
%


0.16



11.6
%


1.34



61.1
%Unrecaptured Section 1250 gain


0.09



4.9
%


0.20



14.4
%


0.35



15.9
%Distributions paid or payable


1.43



73.1
%


0.89



64.4
%


2.19



100.0
%Return of capital


0.53



26.9
%


0.49



35.6
%






0.0
%Total distributions

$
1.96



100.0
%

$
1.38



100.0
%

$
2.19



100.0
%   8.
    Minority
    Interests  Consolidation of Variable Interest Entities
   F-19




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
      Operating


Total InvestmentPartnerships


in Real Estate


Property Debt


Other DebtOwnership


December 31,


December 31,


December 31,


December 31,


December 31,


December 31,Co-investment Venture

Co-investment Venture Partner

Percentage


2007


2006


2007


2006


2007


2006AMB/Erie, L.P.

Erie Insurance Company and affiliates


50
%

$
53,745


$
52,942


$
20,026


$
20,605


$



$
AMB Partners II, L.P.

City and County of San Francisco Employees Retirement
    System


20
%


694,490



679,138



319,956



323,532



65,000



65,000AMB-SGP, L.P.

Industrial JV Pte. Ltd.(1)


50
%


454,794



444,990



346,638



235,480







AMB Institutional Alliance Fund II, L.P.

AMB Institutional Alliance REIT II, Inc.(2)


20
%


529,148



519,534



238,284



243,263



60,000



AMB-AMS,
    L.P.(3)

PMT, SPW and TNO(4)


39
%


156,468



153,563



83,151



78,904







Other Industrial
    Co-investment
    Operating Ventures




92
%


209,554



258,374



28,570



60,435







Other Industrial
    Co-investment
    Development Ventures




82
%


410,847



320,942



82,403



63,171







98Total







$
2,509,046


$
2,429,483


$
1,119,028


$
1,025,390


$
125,000


$
65,098     (1)
    
    A subsidiary of GIC Real Estate Pte. Ltd., the real estate
    investment subsidiary of the Government of Singapore Investment
    Corporation.(2)
    
    Comprised of 14 institutional investors as stockholders and one
    third-party limited partner as of December 31, 2007.(3)
    
    AMB-AMS,
    L.P. is a co-investment partnership with three Dutch pension
    funds.(4)
    
    PMT is Stichting Pensioenfonds Metaal en Techniek, SPW is
    Stichting Pensioenfonds voor de Woningcorporaties and TNO is
    Stichting Pensioenfonds TNO.    2007


2006Co-investment venture partners

$
517,572


$
555,201Held through AMB Property II, L.P.:Class B Limited Partners


32,244



27,281Series D preferred units (liquidation preference of $79,767)


77,561



77,684Series I preferred units (liquidation preference of $25,500)






24,799Total minority interests

$
627,377


$
684,965  F-20




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
    2007


2006


2005Co-investment venture partners

$
27,748


$
37,190


$
35,338Co-investment venture partners share of development profits


9,012



665



11,230Held through AMB Property II, L.P.:Class B common limited partnership units


1,488



815



115Series D preferred units (liquidation preference of $79,767)


5,799



6,182



6,182Series E preferred units (repurchased in June 2006)






392



854Series F preferred units (repurchased in September 2006)






546



800Series H preferred units (repurchased in March 2006)






815



3,413Series I preferred units (liquidation preference of $25,500)


635



2,040



2,040Series N preferred units (repurchased in January 2006)






127



1,824Total minority interests share of net income

$
44,682


$
48,772


$
61,796   9.
    Investments
    in Unconsolidated Co-investment Ventures      OperatingPartnershipsSquare


December 31,


December 31,


OwnershipUnconsolidated Co-investment Ventures

Feet


2007


2006


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


21,382,228


$
135,710


$
136,971



18
%AMB Europe Fund I, FCP-FIS(3)


8,322,680



49,893



n/a



21
%AMB Japan Fund I, L.P.(2)


5,392,336



54,733



31,811



20
%AMB-SGP Mexico, LLC(4)


4,903,596



12,557



7,601



20
%AMB DFS Fund I, LLC(5)


1,432,577



22,004



11,700



15
%Other Industrial Operating Co-investment Ventures


7,669,507



48,555



47,955



54
%G. Accion, S.A. de C.V. (G.Accion)(6)


n/a



32,742



38,343



39
%Total Unconsolidated Co-investment Ventures


49,102,924


$
356,194


$
274,381    F-21




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
  co-investment
  Income (loss)Net




















Property


from


NetInvestment


Total


Total


Total


Minority








operating


Continuing


Income2007

in Properties


assets


debt


liabilities


Interests


Equity


Revenues


expenses


Operations


(loss)Co-investment Ventures:AMB Institutional Alliance Fund III, L.P.(1)

$
1,889,061


$
1,971,518


$
1,048,029


$
1,108,761


$
2,833


$
859,924


$
138,607


$
(36,063
)

$
13,352


$
13,308AMB Japan Fund I, L.P.(2)


905,118



1,034,704



666,909



723,020



77,275



234,409



53,130



(29,724
)


7,187



7,187AMB Europe Fund I, FCP-FIS(3)


1,066,743



1,159,209



667,018



757,669



3,862



397,678



36,189



(6,135
)


(6,605
)


(6,605
)AMB-SGP Mexico, LLC(4)


250,082



267,339



173,449



260,731



1,503



5,105



24,026



(11,849
)


(11,452
)


(11,452
)AMB DFS Fund I, LLC(5)


147,831



148,243







6,388







141,855















1,169Other Industrial Operating Co-investment Ventures


220,949



234,008



177,870



183,580







50,428



41,457



(8,385
)


14,044



16,716Other Investments:G. Accion(6)


37,383



198,669



45,566



102,130



646



95,893



59,456



(46,020
)


3,572



16,333Total Unconsolidated
    Co-investment
    Ventures

$
4,517,167


$
5,013,690


$
2,778,841


$
3,142,279


$
86,119


$
1,785,292


$
352,865


$
(138,176
)

$
20,098


$
36,656   Income (loss)Net




















Property


from


NetInvestment


Total


Total


Total


Minority








operating


Continuing


Income2006

in Properties


assets


debt


liabilities


Interests


Equity


Revenues


expenses


Operations


(loss)Co-investment Ventures:AMB Institutional Alliance Fund III, L.P.(1)

$
1,279,564


$
1,318,709


$
675,500


$
714,072


$
3,090


$
601,547


$
80,160


$
(42,601
)

$
12,691


$
33,842AMB Japan Fund I, L.P.(2)


595,859



673,811



450,270



483,835



48,570



141,406



19,217



(11,289
)


1,716



1,716AMB-SGP Mexico, LLC(4)


158,959



172,533



106,700



162,963



1,082



8,488



14,514



(7,915
)


(6,796
)


(6,796
)AMB DFS Fund I, LLC(5)


78,450



78,475















78,475















Other Industrial Operating
    Co-investment
    Ventures


223,679



241,085



184,423



193,394







47,691



37,238



(9,234
)


11,529



26,139Other Investments:G. Accion(6)


9,536



158,733



14,881



45,380



1,610



111,743



18,294



(38,490
)


(51,399
)


21,532Total Unconsolidated
    Co-investment
    Ventures

$
2,346,047


$
2,643,346


$
1,431,774


$
1,599,644


$
54,352


$
989,350


$
169,423


$
(109,529
)

$
(32,259
)

$
76,433   Income (loss)Net




















Property


from


NetInvestment


Total


Total


Total


Minority








operating


Continuing


Income2005

in Properties


assets


debt


liabilities


Interests


Equity


Revenues


expenses


Operations


(loss)Co-investment Ventures:AMB-SGP Mexico, LLC(4)

$
105,123


$
127,509


$
65,351


$
86,522


$
81,663


$
(40,676
)

$
9,288


$
(5,182
)

$
(4,892
)

$
(4,892
)AMB Japan Fund I, L.P.(2)


121,161



161,469



73,893



106,008



10,043



45,418



6,736



(4,581
)


871



871Other Industrial Operating
    Co-investment
    Ventures


279,526



297,874



232,503



239,335







58,539



42,031



(13,766
)


9,659



9,713Other Industrial Development
    Co-investment
    Ventures


33,190



34,542



21,596



22,856



5,471



6,215



732



(565
)


(305
)


(305
)Other Investments:G. Accion(6)


116,549



249,193



91,730



126,456



832



121,905



49,605



(60,856
)


(33,977
)


1,750Total Unconsolidated
    Co-investment
    Ventures

$
655,549


$
870,587


$
485,073


$
581,177


$
98,009


$
191,401


$
108,392


$
(84,950
)

$
(28,644
)

$
7,137     (1)
    
    AMB Institutional Alliance Fund III, L.P. is an open-ended
    co-investment partnership formed in 2004 with institutional
    investors, which invest through a private real estate investment
    trust. Prior to October 1, 2006, the Operating Partnership
    accounted for AMB Institutional Alliance Fund III, L.P. as a
    consolidated co-investment venture. Effective October 1,
    2006, the Operating Partnership deconsolidated AMB Institutional
    Alliance Fund III, L.P., on a prospective basis, due to the
    re-evaluation of the Operating Partnerships accounting for
    its investment in the fund because of changes to the partnership
    agreement regarding the Operating Partnerships rights as
    the general partner effective October 1, 2006. F-22




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
   (2)
    
    AMB Japan Fund I, L.P. is a co-investment partnership
    formed in 2005 with institutional investors. The fund is
    Yen-denominated. U.S. dollar amounts are converted at year-end
    rates for balance sheet amounts and at the average exchange
    rates in effect for income statement amounts during the years
    ended December 31, 2007, 2006 and 2005.(3)
    
    AMB Europe Fund I, FCP-FIS, is an open-ended co-investment
    venture formed in 2007 with institutional investors. The fund is
    Euro-denominated. U.S. dollar amounts are converted at year-end
    rates for balance sheet amounts and at the average exchange
    rates in effect for income statement amounts during the year
    ended December 31, 2007.(4)
    
    AMB-SGP Mexico, LLC, is a co-investment partnership formed in
    2004 with Industrial (Mexico) JV Pte. Ltd., a subsidiary of GIC
    Real Estate Pte. Ltd, the real estate investment subsidiary of
    the Government of Singapore Investment Corporation.(5)
    
    AMB DFS Fund I, LLC is a co-investment partnership formed
    in 2006 with a subsidiary of GE Real Estate to build and sell
    properties.(6)
    
    The Operating Partnership has a 39% unconsolidated equity
    interest in G.Accion, a Mexican real estate company. G.Accion
    provides management and development services for industrial,
    retail, residential and office properties in Mexico.      co-investment
 F-23




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
    co-investment
           F-24




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
  10.
    Partners
    Capital               F-25




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
                3 4
 F-26




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
  3 4
  1 2 1 2
    1 2 3 4
    Paying Entity

Security

2007


2006


2005AMB Property, L.P.

Common limited partnership units

$
2.00


$
1.84


$
1.76AMB Property, L.P.

Series J preferred units(1)

$
1.01


$
3.98


$
3.98AMB Property, L.P.

Series K preferred units(1)

$
1.01


$
3.98


$
3.98AMB Property II, L.P.

Class B common limited partnership units

$
2.00


$
1.84


$
1.76AMB Property II, L.P.

Series D preferred units

$
3.64


$
3.88


$
3.88AMB Property II, L.P.

Series E preferred units(2)





$
1.78


$
3.88AMB Property II, L.P.

Series F preferred units(3)





$
2.72


$
3.98AMB Property II, L.P.

Series H preferred units(4)





$
0.97


$
4.06AMB Property II, L.P.

Series I preferred units(5)

$
1.24


$
4.00


$
4.00AMB Property II, L.P.

Series N preferred units(6)





$
0.22


$
2.50     (1)
    
    In April 2007, the Operating Partnership redeemed all of its
    series J and series K preferred units.(2)
    
    In June 2006, AMB Property II, L.P. repurchased all of its
    outstanding series E preferred units.(3)
    
    In September 2006, AMB Property II, L.P. repurchased all of its
    outstanding series F preferred units.(4)
    
    In March 2006, AMB Property II, L.P. repurchased all of its
    outstanding series H preferred units. F-27




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
   (5)
    
    In April 2007, AMB Property II, L.P. repurchased all of its
    series I preferred units.(6)
    
    The holder of the series N preferred units exercised its
    put option in January 2006 and sold all of its series N
    preferred units to the Operating Partnership and AMB Property
    II, L.P. repurchased all of such units from the Operating
    Partnership.  11. Stock
    Incentive Plan, 401(k) Plan and Deferred Compensation
    Plan
  Stock Incentive Plans.
  Share Based Payment, Accounting for
    Stock-Based Compensation
    Expense

2007


2006


2005Stock option expense

$
5,395


$
6,821


$
7,507Restricted stock compensation expense


10,652



13,915



4,789Total

$
16,047


$
20,736


$
12,296    F-28




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
      Quarter

Dividend


Expected


Risk-free


ExpectedEnded

Yield


Volatility


Interest Rate


Life (years)


Fair ValueMarch 31


3.1
%


18.9
%


4.7
%


6


$
11.90June 30


3.4
%


18.7
%


4.5
%


6


$
10.15September 30


4.1
%


20.5
%


4.5
%


6


$
8.03December 31


3.2
%


22.4
%


3.8
%


6


$
11.99       Shares


Weighted


OptionsUnder


Average


ExercisableOption


Exercise Price


at Year EndOutstanding as of December 31, 2004


10,221


$
25.40



7,841Granted


1,086



38.94Exercised


(2,033
)


24.24Forfeited


(126
)


35.32Outstanding as of December 31, 2005


9,148



27.14



7,237Granted


874



51.89Exercised


(3,081
)


24.16Forfeited


(98
)


42.18Outstanding as of December 31, 2006


6,843



31.42



5,404Granted


619



62.29Exercised


(1,536
)


26.49Forfeited


(70
)


52.22Outstanding as of December 31, 2007


5,856


$
35.63



4,661Remaining average contractual life


6  F-29




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
    WeightedAverage


Currently ExercisableWeighted


Remaining





WeightedRange of

Number of


Average


Contractual


Number of


AverageExercise Price

Options


Exercise Price


Life in Years


Options


Exercise Price$20.19 - $26.29


1,742


$
24.60



3.2



1,742


$
24.60$26.98 - $35.26


2,011



30.23



5.5



1,997



30.21$36.92 - $51.92


1,467



44.88



7.6



870



44.07$51.97 - $64.80


636



61.61



9.0



52



60.965,856











4,661     WeightedNumber of


AverageUnvested Options

Options


Exercise PriceUnvested at December 31, 2006


1,442


$
43.54Granted


598



62.29Vested


(775
)


43.14Forfeited


(70
)


52.22Unvested at December 31, 2007


1,195


$
53.54         Weighted AverageGrant DateUnvested Shares

Shares


Fair ValueUnvested at December 31, 2006


612


$
45.43Granted


284



63.17Vested


(213
)


43.08Forfeited


(30
)


48.60Unvested at December 31, 2007


653


$
53.76  F-30




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
    401(k) Plan.
    Deferred Compensation Plans. and/or
  12.
    Income
    Per Unit   F-31




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
    2007


2006


2005NumeratorIncome from continuing operations before cumulative effect of
    change in accounting principle

$
252,721


$
175,887


$
135,179Preferred unit distributions


(17,414
)


(19,942
)


(13,748
)Preferred unit issuance costs


(2,930
)


(1,070
)


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


232,377



154,875



121,431Total discontinued operations


74,826



63,795



142,570Cumulative effect of change in accounting principle






193



Net income available to common unitholders

$
307,203


$
218,863


$
264,001DenominatorBasic


101,550,001



92,047,678



88,684,262Stock options and restricted stock dilution(1)


2,618,706



3,396,394



3,824,463Diluted weighted average common units


104,168,707



95,444,072



92,508,725Basic income per common unitIncome from continuing operations (after preferred unit
    distributions) before cumulative effect of change in accounting
    principle

$
2.29


$
1.69


$
1.37Discontinued operations


0.74



0.69



1.61Cumulative effect of change in accounting principle










Net income available to common unitholders

$
3.03


$
2.38


$
2.98Diluted income per common unitIncome from continuing operations (after preferred unit
    distributions) before cumulative effect of change in accounting
    principle

$
2.23


$
1.62


$
1.31Discontinued operations


0.72



0.67



1.54Cumulative effect of change in accounting principle










Net income available to common unitholders

$
2.95


$
2.29


$
2.85     (1)
    
    Excludes anti-dilutive stock options of 521,504, 48,196 and
    56,463, respectively, for the years ended December 31,
    2007, 2006, and 2005. These weighted average shares relate to
    anti-dilutive stock options, which is calculated using the
    treasury stock method, and could be dilutive in the future. F-32




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
   13.
    Commitments
    and Contingencies  Commitments
  Lease Commitments.
  2008

$
23,2082009


22,6322010


21,9322011


21,5772012


20,501Thereafter


284,158Total

$
394,008   Standby Letters of Credit.
  Guarantees and Contribution
    Obligations.
      Performance and Surety Bonds.
  Promoted Interests and Other Contractual
    Obligations.
 F-33




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
    Contingencies
  Litigation.
  Environmental Matters.
  General Uninsured Losses.
  Captive Insurance Company.
 F-34




---



##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
  14.
    Quarterly
    Financial Data (Unaudited)    Quarter (unaudited)(1)2007

March 31


June 30


September 30


December 31


Year(2)Total revenues

$
164,505


$
167,850


$
165,747


$
171,569


$
669,671Income before minority interests and discontinued operations and
    cumulative effect of change in accounting principle


34,737



131,607



76,692



54,367



297,403Total minority interests share of income


(9,447
)


(11,828
)


(7,494
)


(15,913
)


(44,682
)Income from continuing operations


25,290



119,779



69,198



38,454



252,721Total discontinued operations


2,938



2,738



6,699



62,451



74,826Net income


28,228



122,517



75,897



100,905



327,547Preferred unit distributions


(5,542
)


(3,970
)


(3,952
)


(3,950
)


(17,414
)Preferred unit redemption (issuance costs)/discount






(2,927
)


(3
)






(2,930
)Net income available to common unitholders

$
22,686


$
115,620


$
71,942


$
96,955


$
307,203Basic income per common unit(2)Income from continuing operations

$
0.20


$
1.09


$
0.63


$
0.34


$
2.29Discontinued operations


0.03



0.03



0.07



0.61



0.74Net income available to common unitholders

$
0.23


$
1.12


$
0.70


$
0.95


$
3.03Diluted income per common unit(2)Income from continuing operations

$
0.20


$
1.06


$
0.62


$
0.33


$
2.23Discontinued operations


0.03



0.03



0.06



0.59



0.72Net income available to common unitholders

$
0.23


$
1.09


$
0.68


$
0.92


$
2.95WEIGHTED AVERAGE COMMON UNITS OUTSTANDINGBasic


96,943,042



103,382,918



102,917,908



102,458,898



101,550,001Diluted


99,776,750



105,806,524



105,109,868



105,130,372



104,168,707   F-35




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
  Quarter (unaudited)(1)2006

March 31


June 30


September 30


December 31


Year(2)Total revenues

$
173,219


$
172,898


$
179,765


$
185,439


$
711,321Income before minority interests and discontinued operations and
    cumulative effect of change in accounting principle


30,238



67,080



46,715



80,626



224,659Total minority interests share of income


(11,457
)


(11,009
)


(14,411
)


(11,895
)


(48,772
)Income from continuing operations before cumulative effect of
    change in accounting principle


18,781



56,071



32,304



68,731



175,887Total discontinued operations


11,395



24,467



3,922



24,011



63,795Cumulative effect of change in accounting principle


193















193Net income


30,369



80,538



36,226



92,742



239,875Preferred unit distributions


(4,686
)


(4,685
)


(5,030
)


(5,541
)


(19,942
)Preferred unit redemption (issuance costs)/discount


(1,097
)


77



16



(66
)


(1,070
)Net income available to common unitholders

$
24,586


$
75,930


$
31,212


$
87,135


$
218,863Basic income per common unit(2)Income from continuing operations

$
0.14


$
0.56


$
0.30


$
0.67


$
1.69Discontinued operations


0.13



0.27



0.04



0.26



0.69Cumulative effect of change in accounting principle


















Net income available to common unitholders

$
0.27


$
0.83


$
0.34


$
0.93


$
2.38Diluted income per common unit(2)Income from continuing operations

$
0.14


$
0.54


$
0.29


$
0.65


$
1.62Discontinued operations


0.12



0.26



0.04



0.25



0.67Cumulative effect of change in accounting principle


















Net income available to common unitholders

$
0.26


$
0.80


$
0.33


$
0.90


$
2.29WEIGHTED AVERAGE COMMON UNITS OUTSTANDINGBasic


90,821,246



91,702,701



92,088,600



93,671,504



92,047,678Diluted


94,567,680



94,520,866



95,117,597



97,087,889



95,444,072    (1)
    
    Certain reclassifications have been made to the quarterly data
    to conform with the annual presentation with no net effect to
    net income or net income available to common unitholders.(2)
    
    The sum of quarterly financial data may vary from the annual
    data due to rounding. F-36




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
   15.
    Segment
    Information      
    Real Estate Operations.  The Operating
    Partnership operates industrial properties and manages its
    business by geographic markets. Such industrial properties
    typically comprise multiple distribution warehouse facilities
    suitable for single or multiple customers who are engaged in
    various types of businesses. The geographic markets where the
    Operating Partnership owns industrial properties are managed
    separately because it believes each market has its own economic
    characteristics and requires its own operating, pricing and
    leasing strategies. Each market is considered to be an
    individual operating segment. The accounting policies of the
    segments are the same as those described in the summary of
    significant accounting policies. The Operating Partnership
    evaluates performance based upon property net operating income
    of the combined properties in each segment, which are listed
    below. In addition, the Operating Partnerships development
    business is included under real estate operations. It primarily
    consists of the Operating Partnerships development of real
    estate properties that are subsequently contributed to a
    co-investment venture fund in which the Operating Partnership
    has an ownership interest and for which the Operating
    Partnership acts as manager, or that are sold to third parties.
    The Operating Partnership evaluates performance of the
    development business by reported operating segment based upon
    gains generated from the disposition
    and/or
    contribution of real estate. The assets of the development
    business generally include properties under development and land
    held for development. During the period between the completion
    of development of a property and the date the property is
    contributed to an unconsolidated co-investment venture or sold
    to a third party, the property and its associated rental income
    and property operating costs are included in the real estate
    operations segment because the primary activity associated with
    the property during that period is leasing. Upon contribution or
    sale, the resulting gain or loss is included as gains from
    dispositions of real estate interests or development profits, as
    appropriate.
    Private Capital.  The Operating Partnership,
    through its private capital group, AMB Capital Partners, LLC,
    provides real estate investment, portfolio management and
    reporting services to co-investment ventures and clients. The
    private capital income earned consists of acquisition and
    development fees, asset management fees and priority
    distributions, and promoted interests and incentive
    distributions from the Operating Partnerships
    co-investment ventures and AMB Capital Partners clients.
    With respect to the Operating Partnerships U.S. and
    Mexico funds and co-investment ventures, the Operating
    Partnership typically earns a 90 basis points acquisition
    fee on the acquisition cost of third party acquisitions, asset
    management priority distributions of 7.5% of net operating
    income on stabilized properties, 70 basis points of total
    projected costs as asset management fees on renovation or
    development properties, and incentive distributions of 15% of
    the return over a 9% internal rate of return and 20% of the
    return over a 12% internal rate of return to investors on a
    periodic basis or at the end of a funds life. In Japan,
    the Operating Partnership earns a 90 basis points
    acquisition fee on the acquisition cost of third party
    acquisitions, asset management priority distributions of 1.5% of
    80% of the committed equity during the investment period and
    then 1.5% of unreturned equity, and incentive distributions of
    20% of the return over a 10% internal rate of return and 25% of
    the return over a 13% internal rate of return to investors at
    the end of a funds life. In Europe, the Operating
    Partnership earns a 90 basis points acquisition fee on the
    acquisition cost of third party acquisitions, asset management
    fees of 75 basis points on the gross asset value of the
    fund, and incentive distributions of 20% of the return over a 9%
    internal rate of return and 25% of the return over a 12%
    internal rate of return to investors on a periodic basis. The
    accounting policies of the segment are the same as those
    described in the summary of significant F-37




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
  accounting policies under Note 2, Interim Financial
    Statements. The Operating Partnership evaluates performance
    based upon private capital income.    Revenues


Property NOI(2)


Development GainsSegments(1)

2007


2006


2005


2007


2006


2005


2007


2006


2005U.S. MarketsSouthern California

$
109,810


$
111,191


$
108,625


$
86,309


$
87,708


$
86,299


$
11,672


$
6,854


$
14,701No. New Jersey/New York


73,337



79,940



84,949



50,404



56,283



61,278







1,422



15,335San Francisco Bay Area


90,301



86,477



86,631



69,424



68,412



69,005



58,836







658Chicago


54,093



55,255



55,085



37,933



38,606



38,106



2,915



5,972



2,622On-Tarmac


53,607



55,131



56,912



30,171



31,584



33,198











South Florida


42,009



40,288



35,953



29,256



27,655



24,188



14,262



5,287



11,117Seattle


39,424



38,968



44,368



30,822



30,668



34,394



5,161



(901
)


Non  U.S. MarketsEurope


24,413



34,439



17,886



19,332



27,723



14,462



58,451







Japan


4,546



17,505



8,268



3,508



13,012



5,959



16,417



77,939



Other Markets


146,277



158,020



178,425



104,204



114,751



128,463



8,705



9,816



10,378Total markets


637,817



677,214



677,102



461,363



496,402



495,352



176,419



106,389



54,811Straight-line rents and amortization of lease intangibles


13,246



19,134



19,523



13,246



19,134



19,523











Discontinued operations


(13,099
)


(31,129
)


(93,690
)


(10,710
)


(23,364
)


(68,950
)


(52,131
)






Private capital Private capital income


31,707



46,102



43,942























Total

$
669,671


$
711,321


$
646,877


$
463,899


$
492,172


$
445,925


$
124,288


$
106,389


$
54,811     (1)
    
    The markets included in U.S. markets are a subset of the
    Operating Partnerships regions defined as East, Southwest
    and West Central in the Americas. Japan is a subset of our Asia
    region.(2)
    
    Property net operating income (NOI) is defined as
    rental revenue, including reimbursements, less property
    operating expenses, which excludes depreciation, amortization,
    general and administrative expenses and interest expense. For a
    reconciliation of NOI to net income, see the table below.   F-38




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##### Table of Contents



AMB
    PROPERTY, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December 31,
    2007 and 2006
    2007


2006


2005Property NOI

$
463,899


$
492,172


$
445,925Private capital income


31,707



46,102



43,942Depreciation and amortization


(161,925
)


(174,721
)


(159,469
)General and administrative


(129,510
)


(104,262
)


(71,564
)Fund costs


(1,076
)


(2,091
)


(1,482
)Impairment losses


(1,157
)


(6,312
)


Other expenses


(5,112
)


(2,620
)


(5,038
)Development profits, net of taxes


124,288



106,389



54,811Gains from dispositions of real estate interests


73,436







19,099Equity in earnings of unconsolidated co-investment ventures


7,467



23,240



10,770Other income


22,331



11,849



7,527Interest, including amortization


(126,945
)


(165,087
)


(147,546
)Total minority interests share of income


(44,682
)


(48,772
)


(61,796
)Total discontinued operations


74,826



63,795



142,570Cumulative effect of change in accounting principle






193



Net income

$
327,547


$
239,875


$
277,749The Operating Partnerships total assets by market were:   Total Assets as of December 31,2007


2006


2005U.S. MarketsSouthern California

$
925,771


$
895,610


$
944,400No. New Jersey/New York


637,356



607,727



757,773San Francisco Bay Area


777,964



703,660



786,361Chicago


453,086



446,662



504,903On-Tarmac


201,235



210,798



245,095South Florida


384,110



371,603



360,425Seattle


383,893



380,459



370,931Non-U.S.
    MarketsEurope


254,740



723,326



311,529Japan


717,586



359,086



469,055Other Markets


1,891,077



1,506,089



1,646,223Total Markets


6,626,818



6,205,020



6,396,695Investments in unconsolidated co-investment ventures


356,194



274,381



118,653Non-segment assets


279,391



234,111



287,391Total assets

$
7,262,403


$
6,713,512


$
6,802,739   16.
    Subsequent
    Event   F-39




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##### Table of Contents





AMB PROPERTY, L.P.SCHEDULE IIICONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATIONAs of December 31, 2007CostsInitial Cost to Company


Capitalized


Gross Amount Carried at
    12/31/07





Year ofNo of













Building &


Subsequent to





Building &


Total Costs


Accumulated


Construction/


Depreciable LifeProperty

Bldgs


Location

Type


Encumbrances(3)


Land


Improvements


Acquisition


Land


Improvements


(1)(2)


Depreciation(4)(5)


Acquisition


(Years)(In thousands, except number of buildings)AtlantaAirport Plaza


3


GA


IND


$



$
1,811


$
5,093


$
1,459


$
1,811


$
6,552


$
8,363


$
1,107



2003



5-40Airport South Business Park


8


GA


IND



15,706



9,200



16,436



14,069



9,200



30,505



39,705



6,746



2001



5-40Atlanta South Business Park


9


GA


IND







8,047



24,180



6,164



8,047



30,344



38,391



8,848



1997



5-40AMB Garden City Industrial


1


GA


IND







441



2,604



492



462



3,075



3,537



354



2004



5-40South Ridge at Hartsfield


1


GA


IND



3,738



2,096



4,008



1,104



2,096



5,112



7,208



1,226



2001



5-40Southfield/KRDC Industrial SG


13


GA


IND



51,578



13,578



35,730



9,847



13,578



45,577



59,155



9,279



1997



5-40Southside Distribution Center


1


GA


IND



1,064



766



2,480



106



766



2,586



3,352



458



2001



5-40Sylvan Industrial


1


GA


IND







1,946



5,905



860



1,946



6,765



8,711



1,648



1999



5-40ChicagoAddison Business Center


1


IL


IND







1,060



3,228



388



1,060



3,616



4,676



869



2000



5-40Alsip Industrial


1


IL


IND







1,200



3,744



724



1,200



4,468



5,668



1,154



1998



5-40Belden Avenue SGP


3


IL


IND



15,543



5,393



13,655



1,589



5,487



15,150



20,637



3,904



2001



5-40Bensenville Ind Park


13


IL


IND







20,799



62,438



24,056



20,799



86,494



107,293



29,243



1993



5-40Bridgeview Industrial


1


IL


IND







1,332



3,996



563



1,332



4,559



5,891



1,327



1995



5-40Chancellory Park


8


IL


IND



35,784



24,491



31,848



2,207



24,490



34,056



58,546



2,612



2002



5-40Chicago Industrial Portfolio


1


IL


IND







762



2,285



748



762



3,033



3,795



932



1992



5-40Chicago Ridge Freight Terminal


1


IL


IND







3,705



3,576



735



3,705



4,311



8,016



669



2001



5.40AMB District Industrial


1


IL


IND







703



1,338



351



703



1,689



2,392



279



2004



5-40Elk Grove Village SG


10


IL


IND



25,476



7,059



21,739



6,050



7,059



27,789



34,848



7,097



2001



5-40Executive Drive


1


IL


IND







1,399



4,236



2,094



1,399



6,330



7,729



1,997



1997



5-40AMB Golf Distribution


1


IL


IND



13,685



7,740



16,749



955



7,740



17,704



25,444



1,934



2005



5-40Hamilton Parkway


1


IL


IND







1,554



4,408



573



1,554



4,981



6,535



1,398



1995



5-40Hintz Building


1


IL


IND







420



1,259



404



420



1,663



2,083



478



1998



5-40Itasca Industrial Portfolio


5


IL


IND







3,830



11,537



2,981



3,830



14,518



18,348



5,300



1994



5-40AMB Kehoe Industrial


1


IL


IND







2,000



3,006



85



2,000



3,091



5,091



200



2006



5-40Melrose Park Distribution Ctr


1


IL


IND







2,936



9,190



3,056



2,936



12,246



15,182



4,488



1995



5-40NDP  Chicago


3


IL


IND







1,496



4,487



1,741



1,496



6,228



7,724



1,977



1998



5-40AMB Nicholas Logistics Center


1


IL


IND







4,681



5,811



1,881



4,681



7,692



12,373



1,213



2001



5-40AMB OHare


14


IL


IND



8,793



2,924



8,995



3,392



2,924



12,387



15,311



3,134



2001



5-40OHare Industrial Portfolio


12


IL


IND







5,497



20,238



2,772



5,497



23,010



28,507



6,791



1996



5-40Poplar Gateway Truck Terminal


1


IL


IND







4,551



3,152



814



4,551



3,966



8,517



546



2002



5-40AMB Port OHare


2


IL


IND



5,609



4,913



5,761



1,896



4,913



7,657



12,570



1,944



2001



5-40AMB Sivert Distribution


1


IL


IND







857



1,377



876



857



2,253



3,110



438



2004



5-40Stone Distribution Center


1


IL


IND



2,697



2,242



3,266



809



2,242



4,075



6,317



645



2003



5-40AMB Territorial Industrial


1


IL


IND







954



3,451



29



954



3,480



4,434



159



2006



5-40Thorndale Distribution


1


IL


IND



5,141



4,130



4,216



821



4,130



5,037



9,167



946



2002



5-40Touhy Cargo Terminal


1


IL


IND



4,923



2,800



110



4,572



2,800



4,682



7,482



591



2002



5-40 S-1




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##### Table of Contents



AMB PROPERTY, L.P.SCHEDULE IIICONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATIONAs of December 31, 2007CostsInitial Cost to Company


Capitalized


Gross Amount Carried at
    12/31/07





Year ofNo of













Building &


Subsequent to





Building &


Total Costs


Accumulated


Construction/


Depreciable LifeProperty

Bldgs


Location

Type


Encumbrances(3)


Land


Improvements


Acquisition


Land


Improvements


(1)(2)


Depreciation(4)(5)


Acquisition


(Years)(In thousands, except number of buildings)West OHare CC


2


IL


IND



5,765



8,523



14,848



1,731



8,523



16,579



25,102



2,568



2001



5-40Windsor Court


1


IL


IND







766



2,338



165



766



2,503



3,269



684



1997



5-40Wood Dale Industrial SG


5


IL


IND



8,620



2,868



9,166



1,653



2,868



10,819



13,687



2,465



2001



5-40Yohan Industrial


3


IL


IND



4,248



5,904



7,323



1,958



5,904



9,281



15,185



1,810



2003



5-40Dallas/Ft. WorthAddison Technology Center


1


TX


IND







899



2,696



1,311



899



4,007



4,906



1,414



1998



5-40Dallas Industrial


12


TX


IND







5,938



17,836



6,404



5,938



24,240



30,178



8,904



1994



5-40Greater Dallas Industrial Port


4


TX


IND







4,295



14,285



4,295



4,295



18,580



22,875



6,541



1997



5-40Lincoln Industrial Center


1


TX


IND







671







1,416



671



3,468



4,139



936



1994



5-40Lonestar Portfolio


6


TX


IND



15,414



6,451



19,360



6,036



6,451



25,396



31,847



5,290



1994



5-40Northfield Dist. Center


7


TX


IND



21,013



9,313



27,388



4,542



9,313



31,930



41,243



4,735



2002



5-40Richardson Tech Center SGP


2


TX


IND



4,997



1,522



5,887



2,566



1,522



8,453



9,975



1,410



2001



5-40Valwood Industrial


2


TX


IND







1,983



5,989



2,619



1,983



8,608



10,591



3,125



1994



5-40West North Carrier Parkway


1


TX


IND







1,375



4,165



1,274



1,375



5,439



6,814



1,956



1993



5-40Los AngelesActivity Distribution Center


4


CA


IND







3,736



11,248



3,669



3,736



14,917



18,653



4,475



1994



5-40Anaheim Industrial Property


1


CA


IND







1,457



4,341



1,347



1,457



5,688



7,145



1,587



1994



5-40Artesia Industrial


23


CA


IND







21,764



65,270



19,149



21,764



84,419



106,183



24,711



1996



5-40Bell Ranch Distribution


5


CA


IND







6,904



12,915



2,567



6,904



15,482



22,386



2,838



2001



5-40Cabrillo Distribution Center


1


CA


IND



11,451



7,563



11,177



98



7,563



11,275



18,838



1,421



2002



5-40Carson Industrial


12


CA


IND







4,231



10,418



7,451



4,231



17,869



22,100



4,484



1999



5-40Carson Town Center


2


CA


IND







6,565



3,210



15,974



6,565



19,184



25,749



4,366



2000



5-40Chartwell Distribution Center


1


CA


IND







2,711



8,191



1,720



2,711



9,911



12,622



2,021



2000



5-40Del Amo Industrial Center


1


CA


IND







2,529



7,651



496



2,529



8,147



10,676



1,402



2000



5-40Eaves Distribution Center


3


CA


IND



14,042



11,893



12,708



4,421



11,893



17,129



29,022



4,030



2001



5-40Fordyce Distribution Center


1


CA


IND



6,890



5,835



10,985



928



5,835



11,913



17,748



1,744



2001



5-40Ford Distribution Cntr


7


CA


IND







24,557



22,046



6,115



24,557



28,161



52,718



5,913



2001



5-40Harris Bus Ctr Alliance II


9


CA


IND



30,372



20,772



31,050



5,564



20,863



36,523



57,386



7,990



2000



5-40Hawthorne LAX Cargo AMBPTNII


1


CA


IND



7,781



2,775



8,377



744



2,775



9,121



11,896



1,704



2000



5-40LA Co Industrial Port SGP


6


CA


IND



42,698



9,430



29,242



7,628



9,432



36,868



46,300



7,041



2001



5-40LAX Gateway


1


CA


IND



15,783







26,814



629







27,443



27,443



4,301



2004



5-40Los Nietos Business Center SG


4


CA


IND



11,759



2,488



7,751



1,544



2,488



9,295



11,783



2,026



2001



5-40International Multifoods


1


CA


IND







1,613



4,879



1,876



1,613



6,755



8,368



2,222



1993



5-40NDP  Los Angeles


6


CA


IND







5,948



17,844



5,845



5,948



23,689



29,637



6,425



1998



5-40Normandie Industrial


1


CA


IND







2,398



7,491



5,010



3,390



11,509



14,899



2,809



2000



5-40Northpointe Commerce


2


CA


IND







1,773



5,358



943



1,773



6,301



8,074



1,863



1993



5-40Pioneer-Alburtis


5


CA


IND



7,655



2,422



7,166



1,498



2,422



8,664



11,086



2,003



2001



5-40Park One at LAX, LLC


0


CA


IND







75,000



431



345



75,000



776



75,776



91



2002



5-40 S-2




---



##### Table of Contents



AMB PROPERTY, L.P.SCHEDULE IIICONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATIONAs of December 31, 2007CostsInitial Cost to Company


Capitalized


Gross Amount Carried at
    12/31/07





Year ofNo of













Building &


Subsequent to





Building &


Total Costs


Accumulated


Construction/


Depreciable LifeProperty

Bldgs


Location

Type


Encumbrances(3)


Land


Improvements


Acquisition


Land


Improvements


(1)(2)


Depreciation(4)(5)


Acquisition


(Years)(In thousands, except number of buildings)Slauson Dist. Ctr. AMBPTNII


8


CA


IND



24,139



7,806



23,552



6,334



7,806



29,886



37,692



6,422



2000



5-40Spinnaker Logistics


1


CA


IND



18,768



12,198



17,276



1,976



12,198



19,252



31,450



1,176



2004



5-40AMB Starboard Distribution Ctr


1


CA


IND







19,683



17,387



2,021



19,683



19,408



39,091



1,915



2005



5-40Sunset Dist. Center


3


CA


IND



13,524



13,360



2,765



10,097



13,360



12,862



26,222



1,785



2002



5-40Systematics


1


CA


IND







911



2,773



823



911



3,596



4,507



1,286



1993



5-40Topanga Distr Center


0


CA


IND







2,950







1,539



2,950



1,539



4,489



24



2006



5-40Torrance Commerce Center


6


CA


IND







2,045



6,136



2,306



2,045



8,442



10,487



2,626



1998



5-40AMB Triton Distribution Center


1


CA


IND



9,700



6,856



7,135



1,535



6,856



8,670



15,526



721



2005



5-40Van Nuys Airport Industrial


4


CA


IND







9,393



8,641



16,533



9,393



25,174



34,567



6,224



2000



5-40Walnut Drive


1


CA


IND







964



2,918



939



964



3,857



4,821



1,191



1997



5-40Watson Industrial Center AFdII


1


CA


IND



4,170



1,713



5,321



1,739



1,713



7,060



8,773



1,618



2001



5-40Wilmington Avenue Warehouse


2


CA


IND







3,849



11,605



4,894



3,849



16,499



20,348



4,839



1999



5-40MiamiBeacon Centre


18


FL


IND



65,798



31,704



96,681



30,204



31,704



126,885



158,589



29,600



2000



5-40Beacon Centre  Headlands


1


FL


IND







2,523



7,669



1,613



2,523



9,282



11,805



2,000



2000



5-40Beacon Industrial Park


8


FL


IND







10,105



31,437



12,048



10,105



43,485



53,590



11,281



1996



5-40Blue Lagoon Business Park


2


FL


IND







4,945



14,875



2,868



4,945



17,743



22,688



5,030



1996



5-40Cobia Distribution Center


2


FL


IND



7,800



1,792



5,950



2,340



1,792



8,290



10,082



915



2004



5-40Dolphin Distribution Center


1


FL


IND



2,779



1,581



3,602



1,660



1,581



5,262



6,843



564



2003



5-40Gratigny Distribution Center


1


FL


IND



3,707



1,551



2,380



1,306



1,551



3,686



5,237



710



2003



5-40Marlin Distribution Center


1


FL


IND







1,076



2,169



994



1,076



3,163



4,239



544



2003



5-40Miami Airport Business Center


6


FL


IND







6,400



19,634



6,189



6,400



25,823



32,223



5,805



1999



5-40Panther Distribution Center


1


FL


IND



3,804



1,840



3,252



1,581



1,840



4,833



6,673



756



2003



5-40Sunrise Industrial


3


FL


IND







4,573



17,088



3,495



4,573



20,583



25,156



3,805



1998



5-40Tarpon Distribution Center


1


FL


IND



2,965



884



3,914



544



884



4,458



5,342



615



2004



5-40No. New Jersey/New York CityAMB Meadowlands Park


8


NJ


IND







5,449



14,458



7,778



5,449



22,236



27,685



5,114



2000



5-40Dellamor


8


NJ


IND



13,378



12,061



11,577



3,239



12,061



14,816



26,877



2,804



2002



5-40Docks Corner SG (Phase II)


1


NJ


IND



46,600



13,672



22,516



22,229



13,672



44,745



58,417



8,946



2001



5-40Fairfalls Portfolio


28


NJ


IND



32,066



20,381



45,038



8,547



20,381



53,585



73,966



7,454



2004



5-40Fairmeadows Portfolio


20


NJ


IND



35,682



22,932



35,522



8,336



22,931



43,859



66,790



6,395



2003



5-40Jamesburg Road Corporate Park


3


NJ


IND



20,026



11,700



35,101



6,944



11,700



42,045



53,745



11,872



1998



5-40JFK Air Cargo


14


NY


IND







16,944



45,694



4,872



15,544



51,966



67,510



12,896



2000



5-40JFK Airport Park


1


NY


IND







2,350



7,251



1,670



2,350



8,921



11,271



2,121



2000



5-40AMB JFK Airgate Center


4


NY


IND



24,107



5,980



26,393



2,076



5,980



28,469



34,449



3,319



2005



5-40Linden Industrial


1


NJ


IND







900



2,753



1,817



900



4,570



5,470



1,302



1999



5-40Mahwah Corporate Center


4


NJ


IND







7,068



22,086



7,854



7,068



29,940



37,008



7,146



1998



5-40Mooncreek Distribution Center


1


NJ


IND







2,958



7,924



304



2,958



8,228



11,186



885



2004



5-40 S-3




---



##### Table of Contents



AMB PROPERTY, L.P.SCHEDULE IIICONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATIONAs of December 31, 2007CostsInitial Cost to Company


Capitalized


Gross Amount Carried at
    12/31/07





Year ofNo of













Building &


Subsequent to





Building &


Total Costs


Accumulated


Construction/


Depreciable LifeProperty

Bldgs


Location

Type


Encumbrances(3)


Land


Improvements


Acquisition


Land


Improvements


(1)(2)


Depreciation(4)(5)


Acquisition


(Years)(In thousands, except number of buildings)Meadowlands ALFII


3


NJ


IND



11,242



5,210



10,272



3,149



5,210



13,421



18,631



3,197



2001



5-40Meadowlands Cross Dock


1


NJ


IND







1,110



3,485



1,171



1,110



4,656



5,766



1,353



2000



5-40Meadow Lane


1


NJ


IND







838



2,594



1,227



838



3,821



4,659



825



1999



5-40Moonachie Industrial


2


NJ


IND



5,044



2,731



5,228



781



2,731



6,009



8,740



1,267



2001



5-40Murray Hill Parkway


2


NJ


IND







1,670



2,568



5,797



1,670



8,365



10,035



3,295



1999



5-40Newark Airport I & II


2


NJ


IND







1,755



5,400



977



1,755



6,377



8,132



1,627



2000



5-40Orchard Hill


1


NJ


IND



1,482



1,212



1,411



642



1,212



2,053



3,265



356



2002



5-40AMB Pointview Dist. Ctr


1


NJ


IND



11,861



4,693



12,355



545



4,693



12,900



17,593



986



2005



5-40Porete Avenue Warehouse


1


NJ


IND







4,067



12,202



5,410



4,067



17,612



21,679



4,828



1998



5-40Portview Commerce Center


1


NJ


IND







813



1,065



68



813



1,133



1,946



28



2007



5-40Skyland Crossdock


1


NJ


IND











7,250



1,260







8,510



8,510



1,235



2002



5-40Teterboro Meadowlands 15


1


NJ


IND



8,976



4,961



9,618



7,197



4,961



16,815



21,776



3,719



2001



5-40AMB Tri-Port Distribution Ctr


1


NJ


IND







25,672



19,852



864



25,672



20,716



46,388



2,270



2004



5-40Two South Middlesex


1


NJ


IND







2,247



6,781



2,527



2,247



9,308



11,555



2,973



1995



5-40On-TarmacAMB BWI Cargo Center E


1


MD


IND











6,367



215







6,582



6,582



2,528



2000



5-19AMB DFW Cargo Center East


3


TX


IND



5,532







20,632



1,427







22,059



22,059



6,085



2000



5-26AMB DAY Cargo Center


5


OH


IND



6,115







7,163



597







7,760



7,760



2,597



2000



5-23AMB DFW Cargo Center 1


1


TX


IND











34,199



1,542







35,741



35,741



2,679



2005



5-32AMB DFW Cargo Center 2


1


TX


IND











4,286



15,011







19,297



19,297



4,299



1999



5-39AMB IAD Cargo Center 5


1


VA


IND











38,840



572







39,412



39,412



14,400



2002



5-15AMB JAX Cargo Center


1


FL


IND











3,029



335







3,364



3,364



1,046



2000



5-22AMB JFK Cargo Center 7577


2


NJ


IND











30,965



8,510







39,475



39,475



16,401



2002



5-13AMB LAS Cargo Center 15


3


NV


IND











16,669



2,065







18,734



18,734



3,244



2003



5-33AMB LAX Cargo Center


3


CA


IND



6,112







13,445



703







14,148



14,148



4,626



2000



5-22AMB MCI Cargo Center 1


1


MO


IND











5,793



537







6,330



6,330



2,475



2000



5-18AMB MCI Cargo Center 2


1


MO


IND



8,245







8,134



56







8,190



8,190



2,137



2000



5-27AMB PHL Cargo Center C2


1


PA


IND











9,716



2,254







11,970



11,970



4,963



2000



5-27AMB PDX Cargo Center Airtrans


2


OR


IND











9,207



2,309







11,516



11,516



3,140



1999



5-28AMB RNO Cargo Center 1011


2


NV


IND











6,014



522







6,536



6,536



1,438



2003



5-23AMB SEA Cargo Center North


2


WA


IND



3,438







15,594



434







16,028



16,028



4,407



2000



5-27AMB SEA Cargo Center South


1


WA


IND











3,056



385







3,441



3,441



1,788



2000



5-14San Francisco Bay AreaAcer Distribution Center


1


CA


IND







3,146



9,479



3,433



3,146



12,912



16,058



4,443



1998



5-40Albrae Business Center


1


CA


IND



7,178



6,299



6,227



1,574



6,299



7,801



14,100



1,548



2001



5-40Alvarado Business Center SG


5


CA


IND



39,967



6,328



26,671



10,941



6,328



37,612



43,940



7,798



2001



5-40Brennan Distribution


1


CA


IND



3,369



3,683



3,022



2,352



3,683



5,374



9,057



1,960



2001



5-40Central Bay


2


CA


IND



6,425



3,896



7,400



1,931



3,896



9,331



13,227



2,478



2001



5-40 S-4




---



##### Table of Contents



AMB PROPERTY, L.P.SCHEDULE IIICONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATIONAs of December 31, 2007CostsInitial Cost to Company


Capitalized


Gross Amount Carried at
    12/31/07





Year ofNo of













Building &


Subsequent to





Building &


Total Costs


Accumulated


Construction/


Depreciable LifeProperty

Bldgs


Location

Type


Encumbrances(3)


Land


Improvements


Acquisition


Land


Improvements


(1)(2)


Depreciation(4)(5)


Acquisition


(Years)(In thousands, except number of buildings)Component Drive Ind Port


3


CA


IND







12,688



6,974



2,097



12,688



9,071



21,759



2,228



2001



5-40AMB Cypress


1


CA


IND







3,517



2,933



311



3,517



3,244



6,761



24



2007



5-40Dado Distribution


1


CA


IND







7,221



3,739



2,556



7,221



6,295



13,516



1,558



2001



5-40Doolittle Distribution Center


1


CA


IND







2,644



8,014



2,004



2,644



10,018



12,662



2,431



2000



5-40Dowe Industrial Center


2


CA


IND







2,665



8,034



3,339



2,665



11,373



14,038



3,426



1991



5-40East Bay Whipple


1


CA


IND



6,346



5,333



8,126



1,716



5,333



9,842



15,175



2,099



2001



5-40East Bay Doolittle


1


CA


IND







7,128



11,023



3,517



7,128



14,540



21,668



3,352



2001



5-40Edgewater Industrial Center


1


CA


IND







4,038



15,113



6,231



4,038



21,344



25,382



5,692



2000



5-40East Grand Airfreight


2


CA


IND



2,455



5,093



4,190



794



5,093



4,984



10,077



992



2003



5-40Fairway Drive Ind SGP


4


CA


IND



20,590



4,204



13,949



4,293



4,204



18,242



22,446



3,696



2001



5-40Junction Industrial Park


4


CA


IND







7,875



23,975



5,371



7,875



29,346



37,221



7,666



1999



5-40Laurelwood Drive


2


CA


IND







2,750



8,538



1,618



2,750



10,156



12,906



2,547



1997



5-40Lawrence SSF


1


CA


IND







2,870



5,521



1,489



2,870



7,010



9,880



1,717



2001



5-40Marina Business Park


2


CA


IND







3,280



4,316



520



3,280



4,836



8,116



787



2002



5-40Martin/Scott Ind Port


2


CA


IND







9,052



5,309



1,359



9,052



6,668



15,720



1,239



2001



5-40Milmont Page SGP


3


CA


IND



9,864



3,420



10,600



3,593



3,420



14,193



17,613



2,884



2001



5-40Moffett Distribution


7


CA


IND



15,497



26,916



11,277



3,308



26,915



14,586



41,501



3,440



2001



5-40Moffett Park / Bordeaux R&D


14


CA


IND







14,805



44,462



18,360



14,804



62,823



77,627



22,771



1996



5-40Pacific Business Center


2


CA


IND







5,417



16,291



5,045



5,417



21,336



26,753



7,026



1993



5-40Pardee Drive SG


1


CA


IND



3,286



619



1,880



435



619



2,315



2,934



425



2001



5-40Pier One


1


CA


IND



26,418







38,351



14,926







53,277



53,277



13,049



2007



5-40South Bay Brokaw


3


CA


IND







4,372



13,154



3,510



4,372



16,664



21,036



5,545



1995



5-40South Bay Junction


2


CA


IND







3,464



10,424



1,484



3,464



11,908



15,372



3,451



1995



5-40South Bay Lundy


2


CA


IND







5,497



16,542



3,784



5,497



20,326



25,823



6,107



1995



5-40Silicon Valley R&D


4


CA


IND







6,700



20,186



7,270



5,411



28,745



34,156



10,549



1997



5-40Utah Airfreight


1


CA


IND



15,824



18,753



8,381



1,907



18,752



10,289



29,041



2,066



2003



5-40Wiegman Road


1


CA


IND







1,563



4,688



1,808



1,563



6,496



8,059



2,363



1997



5-40Willow Park Industrial


21


CA


IND







25,590



76,771



23,097



25,589



99,869



125,458



30,110



1998



5-40Williams & Burroughs AMB PrtII


4


CA


IND



7,308



2,262



6,981



3,694



2,262



10,675



12,937



3,358



2001



5-40Yosemite Drive


1


CA


IND







2,350



7,051



1,888



2,350



8,939



11,289



2,393



1997



5-40Zanker/Charcot Industrial


5


CA


IND







5,282



15,887



5,487



5,282



21,374



26,656



6,394



1992



5-40SeattleBlack River


1


WA


IND



3,114



1,845



3,559



1,551



1,845



5,110



6,955



971



2001



5-40Earlington Business Park


1


WA


IND



3,859



2,766



3,234



1,162



2,766



4,396



7,162



1,013



2002



5-40East Valley Warehouse


1


WA


IND







6,813



20,511



7,678



6,813



28,189



35,002



8,388



1999



5-40Harvest Business Park


3


WA


IND







2,371



7,153



2,676



2,371



9,829



12,200



3,063



1995



5-40Kent Centre Corporate Park


4


WA


IND







3,042



9,165



3,851



3,042



13,016



16,058



3,738



1995



5-40Kingsport Industrial Park


7


WA


IND







7,919



23,812



9,453



7,919



33,265



41,184



10,047



1992



5-40 S-5




---



##### Table of Contents



AMB PROPERTY, L.P.SCHEDULE IIICONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATIONAs of December 31, 2007CostsInitial Cost to Company


Capitalized


Gross Amount Carried at
    12/31/07





Year ofNo of













Building &


Subsequent to





Building &


Total Costs


Accumulated


Construction/


Depreciable LifeProperty

Bldgs


Location

Type


Encumbrances(3)


Land


Improvements


Acquisition


Land


Improvements


(1)(2)


Depreciation(4)(5)


Acquisition


(Years)(In thousands, except number of buildings)NDP  Seattle


4


WA


IND



10,957



3,992



11,773



2,414



3,992



14,187



18,179



2,292



2002



5-40Northwest Distribution Center


3


WA


IND







3,533



10,751



2,842



3,533



13,593



17,126



3,976



1992



5-40AMB Portside Distribution Cent


1


WA


IND







9,964



14,421



5,101



9,964



19,522



29,486



1,854



2005



5-40Puget Sound Airfreight


1


WA


IND







1,329



1,830



763



1,329



2,593



3,922



549



2002



5-40Renton Northwest Corp. Park


6


WA


IND



22,511



25,959



14,792



2,887



25,959



17,679



43,638



2,690



2002



5-40SEA Logistics Center 2


3


WA


IND



13,852



11,481



24,496



736



11,481



25,232



36,713



3,094



2003



5-40AMB Sumner Landing


1


WA


IND







6,937



17,577



3,408



6,937



20,985



27,922



2,381



2005



5-40Trans-Pacific Industrial Park


11


WA


IND



48,600



31,675



42,210



11,369



31,675



53,579



85,254



7,093



2003



5-40U.S. Other Target MarketsMET PHASE 1 95, LTD


4


TX


IND







10,968



14,554



2,307



10,968



16,861



27,829



1,682



1995



5-40MET 4/12, LTD


1


TX


IND











18,390



2,723







21,113



21,113



9,174



1997



5-40TechRidge Bldg 4.3B (Phase IV)


1


TX


IND



8,000



4,020



9,185



114



4,020



9,299



13,319



436



2006



5-40TechRidge Phase II


1


TX


IND



10,324



7,261



13,484



308



7,261



13,792



21,053



2,320



2001



5-40TechRidge Phase IIIA Bldg. 4.1


1


TX


IND



9,200



3,143



12,087



276



3,143



12,363



15,506



1,878



2004



5-40Beltway Distribution


1


MD


IND







4,800



15,159



6,710



4,800



21,869



26,669



5,568



1999



5-40B.W.I.P


2


MD


IND







2,258



5,149



1,326



2,258



6,475



8,733



1,204



2002



5-40Columbia Business Center


9


MD


IND







3,856



11,736



6,827



3,856



18,563



22,419



5,437



1999



5-40Corridor Industrial


1


MD


IND



2,217



996



3,019



445



996



3,464



4,460



883



1999



5-40Crysen Industrial


1


MD


IND







1,425



4,275



1,411



1,425



5,686



7,111



1,806



1998



5-40Dulles Commerce Center


3


MD


IND







3,694



12,547



4,632



3,694



17,179



20,873



1,308



2003



5-40Gateway Commerce Center


5


MD


IND







4,083



12,336



3,428



4,083



15,764



19,847



4,072



1999



5-40AMB Granite Hill Dist. Center


2


MD


IND







4,653



6,407



614



4,653



7,021



11,674



417



2006



5-40Greenwood Industrial


3


MD


IND







4,729



14,188



5,221



4,729



19,409



24,138



5,475



1998



5-40Meadowridge Industrial


3


MD


IND







3,716



11,147



1,273



3,716



12,420



16,136



3,154



1998



5-40Oakland Ridge Ind Ctr I


1


MD


IND



1,735



797



2,466



1,390



797



3,856



4,653



1,320



1999



5-40Oakland Ridge Ind Ctr II


1


MD


IND



2,226



839



2,557



1,526



839



4,083



4,922



1,600



1999



5-40Patuxent Range Road


2


MD


IND







1,696



5,127



1,414



1,696



6,541



8,237



2,074



1997



5-40Preston Court


1


MD


IND







2,313



7,192



1,126



2,313



8,318



10,631



2,315



1997



5-40Boston Industrial


17


MA


IND







16,329



50,856



23,825



16,328



74,682



91,010



24,336



1998



5-40Cabot Business Park


12


MA


IND







15,398



42,288



11,408



15,397



53,697



69,094



16,693



1997



5-40Cabot BP Land (KYDJ)


1


MA


IND







863



6,918



5,066



863



11,984



12,847



4,107



1998



5-40Cabot Business Park SGP


3


MA


IND



15,181



6,253



18,747



2,835



6,253



21,582



27,835



3,467



2002



5-40Patriot Dist. Center


1


MA


IND



11,674



4,164



22,603



1,774



4,164



24,377



28,541



2,353



2003



5-40Somerville Distribution Center


1


MA


IND







5,221



13,208



1,889



5,221



15,097



20,318



1,805



2004



5-40AMB Blue Water


1


MN


IND







1,905



6,312



14



1,905



6,326



8,231



318



2006



5-40Braemar Business Center


2


MN


IND







1,566



4,613



1,788



1,566



6,401



7,967



2,093



1998



5-40Burnsville Business Center


1


MN


IND







932



2,796



1,984



932



4,780



5,712



1,827



1998



5-40Corporate Square Industrial


6


MN


IND







4,024



12,113



4,965



4,024



17,078



21,102



5,984



1996



5-40 S-6




---



##### Table of Contents



AMB PROPERTY, L.P.SCHEDULE IIICONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATIONAs of December 31, 2007CostsInitial Cost to Company


Capitalized


Gross Amount Carried at
    12/31/07





Year ofNo of













Building &


Subsequent to





Building &


Total Costs


Accumulated


Construction/


Depreciable LifeProperty

Bldgs


Location

Type


Encumbrances(3)


Land


Improvements


Acquisition


Land


Improvements


(1)(2)


Depreciation(4)(5)


Acquisition


(Years)(In thousands, except number of buildings)AMB Industrial Park Bus. Ctr


1


MN


IND



3,161



1,648



4,187



130



1,648



4,317



5,965



465



2004



5-40Minneapolis Distribution Port


3


MN


IND







4,052



13,375



5,188



4,052



18,563



22,615



5,433



1994



5-40Mendota Heights Gateway Common


1


MN


IND







1,367



4,565



3,056



1,367



7,621



8,988



3,096



1997



5-40Minneapolis Industrial Port IV


4


MN


IND







4,938



14,854



4,385



4,938



19,239



24,177



6,166



1994



5-40AMB Northpoint Indust. Center


3


MN


IND



6,147



2,769



8,087



938



2,769



9,025



11,794



1,114



2004



5-40Penn James Warehouse


2


MN


IND







1,991



6,013



3,080



1,991



9,093



11,084



2,752



1996



5-40Round Lake Business Center


1


MN


IND







875



2,625



1,054



875



3,679



4,554



1,242



1998



5-40AMB Shady Oak Indust. Center


1


MN


IND



1,718



897



1,795



535



897



2,330



3,227



359



2004



5-40Twin Cities


2


MN


IND







4,873



14,638



8,986



4,873



23,624



28,497



8,349



1995



5-40Chancellor


1


FL


IND







1,587



3,759



4,147



1,587



7,906



9,493



1,531



1996



5-40Chancellor Square


3


FL


IND



13,499



2,009



6,106



6,056



2,009



12,162



14,171



3,985



1998



5-40Presidents Drive


6


FL


IND







5,770



17,655



5,645



5,770



23,300



29,070



6,912



1997



5-40Sand Lake Service Center


6


FL


IND







3,483



10,585



5,906



3,483



16,491



19,974



5,654



1998



5-40AMB Taft Distribution Center


1


TX


IND







1,187



3,381



443



1,187



3,824



5,011



169



2007



5-40Other U.S. Non-Target MarketsElmwood Distribution


5


LA


IND







4,163



12,488



6,059



4,163



18,547



22,710



3,511



1998



5-40Total


772








$
1,147,787


$
1,278,118


$
2,915,426


$
860,287


$
1,276,621


$
3,777,210


$
5,053,831


$
915,759  S-7




---



##### Table of Contents



2007


2006


2005(1
)

Reconciliation of total cost to consolidated balance sheet
    caption as of December 31:Total per Schedule III(5)

$
5,053,831


$
5,389,597


$
5,800,788Construction in process


1,655,714



1,186,136



997,506Total investments in properties

$
6,709,545


$
6,575,733


$
6,798,294(2
)

Aggregate cost for federal income tax purposes of investments in
    real estate

$
6,410,055


$
6,297,448


$
6,468,360(3
)

Reconciliation of total debt to consolidated balance sheet
    caption as of December 31:Total per Schedule III

$
1,147,787


$
1,302,921


$
1,598,919Debt on properties held for divestiture


109,588



22,919



Debt on development properties


209,498



63,170



301,623Unamortized premiums


4,214



6,344



11,984Total debt

$
1,471,087


$
1,395,354


$
1,912,526(4
)

Reconciliation of accumulated depreciation to consolidated
    balance sheet caption as of December 31:Total per Schedule III

$
915,759


$
789,693


$
693,324Accumulated depreciation on properties under renovation


927







4,064Total accumulated depreciation

$
916,686


$
789,693


$
697,388(5
)

A summary of activity for real estate and accumulated
    depreciation for the years ended December 31, is as follows:Investments in Properties:Balance at beginning of year

$
6,575,733


$
6,798,294


$
6,526,144Acquisition of properties


59,166



669,771



505,127Improvements, including
    development properties


599,438



442,922



496,623Deconsolidation of AMB
    Institutional Alliance Fund III, L.P.






(743,323
)


Asset impairment


(1,157
)


(6,312
)


Divestiture of properties


(267,063
)


(478,545
)


(770,869
)Adjustment for properties held for
    divestiture


(256,572
)


(107,074
)


41,269Balance at end of year

$
6,709,545


$
6,575,733


$
6,798,294Accumulated Depreciation:Balance at beginning of year

$
789,693


$
697,388


$
615,646Depreciation expense, including
    discontinued operations


134,961



127,199



168,869Properties divested


(3,914
)


(37,391
)


(95,371
)Adjustment for properties held for
    divestiture


(4,054
)


2,497



8,244Balance at end of year

$
916,686


$
789,693


$
697,388  S-8




---



##### Table of Contents



AMB
    EUROPE FUND I, FCP-FIS  CONSOLIDATED
    FINANCIAL STATEMENTS
    FOR THE PERIOD FROM INCORPORATION (MAY 31, 2007)
    TO DECEMBER 31, 2007
  S-9




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       PricewaterhouseCoopers
    S.à r.1.
    Luxembourg,
    February 27, 2008     S-10




---



##### Table of Contents



AMB
    EUROPE FUND I, FCP-FIS
  CONSOLIDATED
    STATEMENT OF NET ASSETS
 As of
    December 31, 2007
  (Euros in thousands)ASSETSTotal investments in real estate at fair market value, including
    cumulative unrealised gains of 6,120 (Note 3)


751,800Cash and cash equivalents


35,343Restricted cash


628Fund formation costs, net (Note 6)


1,614Deferred financing costs, net (Note 8)


4,740Deferred tax asset


1,775Accounts receivable and other assets, net of allowance for
    doubtful accounts of 174 as of December 31, 2007
    (Note 7)


19,558Total assets


815,458LIABILITIESLiabilities:Mortgage loans payable (Note 4)


454,175Accounts payable and other liabilities, including net payables
    to affiliate of 25,343 (Note 9)


42,604Deferred tax liability


21,394Interest payable


4,436Security deposits


2,895Total liabilities


525,504Commitments and contingencies (Note 16)Minority interests


2,872Total net assets


287,082UNITHOLDERS CAPITALAMB European Investments, LLC


61,354Other Unitholders


225,728Total net assets


287,082    S-11




---



##### Table of Contents



AMB
    EUROPE FUND I, FCP-FIS
  CONSOLIDATED
    STATEMENT OF OPERATIONS
 For the
    Period from Incorporation (May 31, 2007) to December 31,
    2007
  (Euros in thousands)RENTAL REVENUES


26,411COSTS AND EXPENSESProperty operating costs


2,832Real estate taxes and insurance


1,652Amortisation of fund formation costs


200General and administrative (Note 12)


1,911Total costs and expenses


6,595Operating income


19,816OTHER INCOME AND EXPENSESInterest and other income


846Interest, including amortisation (Note 10)


(10,766
)Total other income and expenses


(9,920
)Income before minority interests


9,896Minority interests share of net investment income


(83
)Net investment income


9,813Unrealised gains and losses:Addition to provision for deferred tax liabilities


(440
)Unrealised gains on investments in real estate


6,120Minority interests share of unrealised gains on
    investments in real estate


(99
)Unrealised gain from deferred tax assets


1,775Minority interests share of unrealised gains on deferred
    tax assets


(12
)Unrealised gains on debt mark-to-market, including swaps
    (Note 5)


3,000Minority interests share of unrealised gains on debt
    mark-to-market, including swaps


(30
)Net unrealised gains and losses


10,314AMB Fund Management, S.à.r.l. management fee
    (Note 14)


(3,002
)Incentive distribution accrual (Note 14)


(913
)Net increase in net assets available to Unitholders


16,212    S-12




---



##### Table of Contents



AMB
    EUROPE FUND I, FCP-FIS
  CONSOLIDATED
    STATEMENT OF CHANGES IN NET ASSETS
 For the
    Period from Incorporation (May 31, 2007) to December 31,
    2007
  AMB European


OtherInvestments, LLC


Unitholders


Total


Units Issued(Euros in thousands)Balance at Incorporation (May 31, 2007)














Contributions at Inception (June 12, 2007)


52,500



210,000



262,500



262,500Adjustment to deferred tax liability (Note 13)


(1,473
)


(5,731
)


(7,204
)


Net investment income


1,945



7,868



9,813



Incentive distribution accrual (Note 14)


(187
)


(726
)


(913
)


Net unrealised gains


2,103



8,211



10,314



Contributions


8,422



13,364



21,786



21,175AMB Fund Management, S.à.r.l. management fee
    (Note 14)


(616
)


(2,386
)


(3,002
)


Distributions to Unitholders


(1,340
)


(4,872
)


(6,212
)


Balance at December 31, 2007


61,354



225,728



287,082



283,675Ownership percentage as of December 31, 2007


21.37
%


78.63
%


100.00
%    S-13




---



##### Table of Contents



AMB
    EUROPE FUND I, FCP-FIS
  CONSOLIDATED
    STATEMENT OF CASH FLOWS
 For the
    Period from Incorporation (May 31, 2007) to December 31,
    2007
  (Euros in thousands)Net investment income


9,813Adjustments to reconcile net income to net cash provided by
    operating activities:Straight-line rents


(604
)Finance cost amortisation


538Amortisation fund formation costs


200Minority interests share of net investment income


83Changes in assets and liabilities:Accounts receivable and other assets


(4,537
)Restricted cash


(391
)Accounts payable and other liabilities


(2,786
)Interest payable


2,972Security deposits


497Net cash provided by operating activities


5,785CASH FLOWS FROM INVESTING ACTIVITIESCash paid for property acquisitions


(404,527
)Additions to properties


(2,183
)Net cash used in investing activities


(406,710
)CASH FLOWS FROM FINANCING ACTIVITIESContributions from Unitholders


254,458Borrowings on mortgage loans payable


192,924Payments on mortgage loans payable


(2,591
)Payment of distributions to Unitholders


(6,187
)Payment of financing costs


(2,336
)Net cash provided by financing activities


436,268NET CHANGE IN CASH AND CASH EQUIVALENTS


35,343CASH AND CASH EQUIVALENTS  Beginning of period


CASH AND CASH EQUIVALENTS  End of period


35,343SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid for interest


6,330Non-cash transactionsAcquisition of properties


(743,497
)Assumption of secured debt


266,842Assumption of other assets and liabilities


49,504Non cash contribution of properties


22,624Net cash paid for property acquisitions


(404,527
)    S-14




---



##### Table of Contents



AMB
    EUROPE FUND I, FCP-FIS
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 As of
    December 31, 2007
  1.
    Organisation  fonds commun de placement fonds d investissement specialisé
      2.
    Summary
    of Significant Accounting Policies  Basis of Presentation.
  Use of Estimates.
  Valuation of Real Estate Investments.
       S-15




---



##### Table of Contents



AMB
    EUROPE FUND I, FCP-FIS
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 As of December 31, 2007
        Real Estate Transactions.
  Capital Expenditures.
  Cash and Cash Equivalents.
  Restricted Cash.
  Fund Formation Costs.
  Deferred Financing Costs.
  Deferred Tax Asset.
  Taxation in Luxembourg.
   S-16




---



##### Table of Contents



AMB
    EUROPE FUND I, FCP-FIS
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 As of December 31, 2007
  Taxation abroad.
  Deferred Tax Liability.
  Debt.
  Minority Interests.
  Unitholders Capital.
  Derivative Financial Instruments.
  Rental Revenue and Income Recognition.
  Foreign currency translation.
  3.
    Investments
    in Real Estate       S-17




---



##### Table of Contents



AMB
    EUROPE FUND I, FCP-FIS
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 As of December 31, 2007
    (Euros in thousands)Acquisition cost of real estate at Inception


449,636Acquisition after Inception, including acquisition fees


293,861Capital expenditures


2,183Unrealised gains on investments in real estate


6,120Fair value as of December 31, 2007


751,800       4.
    Debt       S-18




---



##### Table of Contents



AMB
    EUROPE FUND I, FCP-FIS
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 As of December 31, 2007
      (Euros in thousands)2008


32,1052009


7,5542010


7,6742011


7,7782012


11,544Thereafter


390,520Subtotal


457,175Market-to-market adjustment  interest rate swaps


(3,107
)Market-to-market adjustment  mortgage loan


107Total mortgage loans payable


454,175   5.
    Derivative
    Financial Instruments    6.
    Fund Formation
    Costs, Net  (Euros in thousands)Balance at Inception


1,640Additions during the period


174Amortisation charge


(200
)Balance as of December 31, 2007


1,614   7.
    Accounts
    Receivable and Other Assets  (Euros in thousands)Trade debtors


11,018Prepayments and accrued income


4,732Value added taxes


3,808Balance as of December 31, 2007


19,558    S-19




---



##### Table of Contents



AMB
    EUROPE FUND I, FCP-FIS
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 As of December 31, 2007
  8.
    Deferred
    Financing Costs, Net  (Euros in thousands)Balance at Inception


2,942Additions during the period


2,336Amortisation charge for the period


(538
)Balance as of December 31, 2007


4,740   9.
    Accounts
    Payable  (Euros in thousands)Trade creditors


2,339Deferred rent receivable


8,915Payables to affiliates


25,343Accruals


5,779Other creditors


228Balance as of December 31, 2007


42,604     10.
    Interest
    on Debt and Other Financing Costs  For the Period fromIncorporation toDecember 31, 2007(Euros in thousands)Bank interest and similar charges


10,228Amortisation of deferred finance costs


538Interest, including amortisation


10,766   11.
    Taxation   S-20




---



##### Table of Contents



AMB
    EUROPE FUND I, FCP-FIS
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 As of December 31, 2007
  12.
    GENERAL
    AND ADMINISTRATIVE EXPENSES  For the Period fromIncorporation toDecember 31, 2007(Euros in thousands)Legal fees


449Finance and accounting


150Audit fees


458Tax advisory


177Appraisals


39Other fees


575Taxation


63
1,911   13.
    Fund Net
    Asset Value      (Euros in thousands)


(Euros per Unit)Lux GAAP NAV as of December 31, 2007


287,082



1,012.01Write-off of straight-line rent receivable


(653
)Deferred tax liability: difference between nominal and present
    value included in net investment income


168Deferred tax liability: difference between nominal and presentvalue relating to in-kind property contributions


7,204Fund NAV as of December 31, 2007


293,801Units outstanding as of December 31, 2007


283,675



1,035.70   14.
    Transactions
    with Affiliates   S-21




---



##### Table of Contents



AMB
    EUROPE FUND I, FCP-FIS
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 As of December 31, 2007
               S-22




---



##### Table of Contents



AMB
    EUROPE FUND I, FCP-FIS
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 As of December 31, 2007
  15.
    SUBSIDIARIES    Registered Office,

Effective


Name of Entity

Registered Office,

EffectiveName of Entity

Country

Ownership


(continued)

Country

OwnershipAMB Altenwerder DC 1 Holding B.V.

Amsterdam, Netherlands


100
%

AMB Koolhovenlaan 1 B.V.

Amsterdam, Netherlands


100
%AMB Altenwerder DC 1 BV & Co KG

Frankfurt am Main, Germany


94
%

AMB Koolhovenlaan 2 B.V.

Amsterdam, Netherlands


100
%AMB Arena DC 1 B.V.

Amsterdam, Netherlands


100
%

AMB Le Grand Roissy Holding 1 S.a r.l.

Luxembourg


100
%AMB Arena DC 2 B.V.

Amsterdam, Netherlands


100
%

AMB Le Grand Roissy Holding 2 S.a r.l.

Luxembourg


100
%AMB Bremerhaven DC 1 B.V.

Amsterdam, Netherlands


100
%

AMB Le Grand Roissy Seringa SAS

Levallois Perret, France


100
%AMB BRU Air Cargo Center, B.V.B.A.

Brussels, Belgium


100
%

AMB Le Grand Roissy Santal SAS

Levallois Perret, France


100
%AMB Capronilaan B.V.

Amsterdam, Netherlands


100
%

AMB Le Grand Roissy Signac SAS

Levallois Perret, France


100
%AMB CDG Cargo Center SAS

Levallois Perret, France


100
%

AMB Le Grand Roissy Saturne SAS

Levallois Perret, France


100
%AMB CDG CC Holding SAS

Levallois Perret, France


100
%

AMB Le Grand Roissy Sisley SAS

Levallois Perret, France


100
%AMB Cessnalaan DC1 B.V.

Amsterdam, Netherlands


100
%

AMB Le Grand Roissy Mesnil SAS

Levallois Perret, France


100
%AMB Douglassingel B.V.

Amsterdam, Netherlands


100
%

AMB Le Grand Roissy Soliflore SAS

Levallois Perret, France


100
%AMB Dutch Holding B.V.

Amsterdam, Netherlands


100
%

AMB Le Grand Roissy Scandy SAS

Levallois Perret, France


100
%AMB Eemhaven DC B.V.

Amsterdam, Netherlands


100
%

AMB Le Grand Roissy Sonate SAS

Levallois Perret, France


100
%AMB Eemhaven DC 3 B.V.

Amsterdam, Netherlands


100
%

AMB Le Grand Roissy Scipion SAS

Levallois Perret, France


100
%AMB European Holding S.a r.l

Luxembourg


100
%

AMB Le Grand Roissy Sorbiers SAS

Levallois Perret, France


100
%AMB Fokker Logistics Center 1 B.V.

Amsterdam, Netherlands


100
%

AMB Le Grand Roissy Segur SAS

Levallois Perret, France


100
%AMB Fokker Logistics Center 2 B.V.

Amsterdam, Netherlands


100
%

AMB Le Grand Roissy Storland SAS

Levallois Perret, France


100
%AMB Fokker Logistics Center 3B B.V.

Amsterdam, Netherlands


100
%

AMB Le Grand Roissy Sepia SAS

Levallois Perret, France


100
%AMB Fokker Logistics Center 4A B.V.

Amsterdam, Netherlands


100
%

AMB Le Grand Roissy Symphonie SAS

Levallois Perret, France


100
%AMB France Holding SAS

Levallois Perret, France


100
%

AMB Lille Holding 1 SAS

Levallois Perret, France


100
%AMB France Participations SAS

Levallois Perret, France


100
%

SCI AMB Lille DC 1

Levallois Perret, France


100
%SCI AMB Isle dAbeau DC 2A

Levallois Perret, France


100
%

SCI AMB Paris Nord 2 DC 1

Levallois Perret, France


100
%AMB Isle dAbeau DC 2 Holding SAS

Levallois Perret, France


100
%

SCI AMB Paris Nord 2 DC 2

Levallois Perret, France


100
%AMB Gebäude 556 S.a r.l.

Luxembourg


94
%

SCI AMB Paris Nord 2 DC 3

Levallois Perret, France


100
%Gebäude 556 Cargo City Süd B.V. & Co. KG

Frankfurt am Main, Germany


94
%

AMB Paris Nord 2 DC Holding 3 SAS

Levallois Perret, France


100
%SCI AMB Gonesse DC

Levallois Perret, France


100
%

AMB Eemhaven DC 2 BV

Amsterdam, Netherlands


100
%AMB Gonesse DC Holding SAS

Levallois Perret, France


100
%

AMB Orléans Holding 1 SAS

Levallois Perret, France


100
%AMB Gonesse DC Holding 2 SAS

Levallois Perret, France


100
%

SCI AMB Orléans DC 1

Levallois Perret, France


100
%SCI AMB Gonesse DC 2

Levallois Perret, France


100
%

AMB Schiphol DC B.V.

Amsterdam, Netherlands


100
%AMB Gonesse DC Holding 3 SAS

Levallois Perret, France


100
%

AMB Steinwerder DC 1-4 B.V.

Amsterdam, Netherlands


99.6
%AMB Gonesse DC Holding 4 SAS

Levallois Perret, France


100
%

AMB Tilburg DC 1 B.V.

Amsterdam, Netherlands


100
%SCI AMB Gonesse DC 3

Levallois Perret, France


100
%

AMB Waltershof DC 2 Holding B.V.

Amsterdam, Netherlands


100
%SCI AMB Gonesse DC 4

Levallois Perret, France


100
%

AMB Waltershof DC 3 Holding B.V.

Amsterdam, Netherlands


100
%AMB Fund Luxembourg 1 S.a r.l.

Luxembourg


100
%

AMB Waltershof DC 3 B.V. & Co. KG

Frankfurt am Main, Germany


94
%AMB Fund Luxembourg 2 S.a r.l.

Luxembourg


100
%

AMB Waltershof DC 2 B.V. & Co. KG

Frankfurt am Main, Germany


94
%AMB Fund Luxembourg 3 S.a r.l.

Luxembourg


100
%

AMB Waltershof DC 1 B.V.

Amsterdam, Netherlands


99.7
%AMB Hamburg Holding BV & Co. KG

Frankfurt am Main, Germany


94
%

AMB Waltershof DC 4-7 B.V.

Amsterdam, Netherlands


100
%AMB Hordijk DC B.V.

Amsterdam, Netherlands


100
%   16.
    Commitments
    and Contingencies  Litigation.
  Environmental Matters.
 S-23




---



##### Table of Contents



AMB
    EUROPE FUND I, FCP-FIS
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 As of December 31, 2007
    General Uninsured Losses.
  17.
    Differences
    from United States Accounting Principles    A. The differences between US GAAP and Luxembourg GAAP
    are summarised as follows:
    
    Investments in real estate and leasehold interests are stated at
    cost unless circumstances indicate that cost cannot be
    recovered, in which case, the carrying value of the property is
    reduced to estimated fair value. At acquisition an intangible
    asset or liability for the value attributable to above or
    below-market leases, in-place leases and lease origination costs
    for all acquisitions is recorded. Carrying values for financial
    reporting purposes are reviewed for impairment on a
    property-by-property
    basis whenever events or changes in circumstances indicate that
    the carrying value of a property may not be fully recoverable.
    Impairment is recognized when estimated expected future cash
    flows (undiscounted and without interest charges) are less than
    the carrying value of the property. The estimation of expected
    future net cash flows is inherently uncertain and relies on
    assumptions regarding current and future economics and market
    conditions and the availability of capital. If impairment
    analysis assumptions change, then an adjustment to the carrying
    value of our long-lived assets could occur in the future period
    in which the assumptions change. To the extent that a property
    is impaired, the excess of the carrying amount of the property
    over its estimated fair value is charged to earnings.
    Depreciation and amortization are calculated using the
    straight-line method over the estimated useful lives of the real
    estate investments. Investments that are owned by federal, state
    or local port authorities, and subject to ground leases are
    depreciated over the lesser of 40 years or the contractual
    term of the underlying ground lease. Depreciation of tenant
    improvements is recorded of the remaining lease term.
    Amortisation of above and below-market leases is recorded in
    rental revenues over the average remaining lease term. In-place
    leases are amortised over the average remaining lease term.
    Debt premiums represent the excess of the fair value of debt
    over the principal value of debt assumed in connection with the
    Funds formation and subsequent property acquisitions. The
    debt premiums are being amortised as an offset to interest
    expense over the term of the related debt instrument using the
    straight-line method, which approximates the effective interest
    method. Costs incurred related to
    start-up
    activities, including organizational costs, are expensed as
    incurred. Costs incurred relating to raising capital are
    recorded as an offset to Unitholderss Capital. Financial
    instruments are recorded in accordance with S-24




---



##### Table of Contents



AMB
    EUROPE FUND I, FCP-FIS
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 As of December 31, 2007
  SFAS No. 133, Accounting for Derivative Instruments
    and for Hedging Activities. This standard provides comprehensive
    guidelines for the recognition and measurement of derivatives
    and hedging activities and, specifically, requires all
    derivatives to be recorded on the balance sheet at fair value as
    an asset or liability, with an offset to accumulated other
    comprehensive income or loss.  
    Valuation allowances for deferred tax assets can be recorded as
    an offset to deferred tax assets. The Fund is not subject to tax
    and therefore does not record deferred tax liability related to
    the ultimate sale of assets.    
    All real estate investments, including debt investments and
    derivatives, are revalued to fair market value and the premium
    generated from the acquisition of entities at a price below fair
    market value of acquired assets and liabilities is recognised as
    an unrealised gain.
    Organizational costs and other fund formation costs are
    capitalized and amortised on a straight-line basis over a
    5 year period.
    Deferred tax liabilities are recorded on unrealized taxable
    gains at the statutory tax rate for capital gains in the
    propertys jurisdiction and reduced by 50% to represent a
    customary buyer and seller split of proceeds on potential future
    dispositions.
    Additional differences under Luxembourg GAAP are discussed in
    Note 2.  B. Conversion of financial statements to US GAAP
  (I)
    INCREMENTAL
    IMPACT ON NET INCREASE IN NET ASSETS AVAILABLE TO
    UNITHOLDERS  Net increase in net assets available to Unitholders, as
    reported under Luxembourg GAAP


16,212Fair market value adjustments


(8,551
)Fund formation and organization cost adjustments


(93
)Depreciation expense


(10,692
)Amortisation of above/below market leases


41Minority interest share of depreciation expense


84Valuation allowance for deferred tax asset, net of minority
    interest share


(1,763
)Reclassification of financial instruments to other comprehensive
    income


3,041Derivative instrument expense


(66
)Net decrease in net assets available to Unitholders under US
    GAAP


(1,787
)   (II)
    CONSOLIDATED
    STATEMENT OF COMPREHENSIVE INCOME    Net decrease in net assets available to Unitholders under US
    GAAP


(1,787
)Other comprehensive gain (loss) items, before tax:Financial instrument adjustments


(3,041
)Comprehensive net decrease in net assets available to
    Unitholders under US GAAP


(4,828
)  S-25




---



##### Table of Contents



AMB
    EUROPE FUND I, FCP-FIS
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 As of December 31, 2007
  (III)
    CONSOLIDATED
    STATEMENT OF NET ASSETS    ASSETSTotal investments in real estate


731,147Cash and cash equivalents


35,343Restricted cash


628Deferred financing costs, net


4,740Accounts receivable and other assets


22,665Total net assets


794,523LIABILITIESLiabilities:Mortgage loans payable


457,175Accounts payable and other liabilities


54,801Interest payable


4,436Security deposits


2,895Total liabilities


519,307Commitments and contingencies (Note 17)Minority interests


2,647Total net assets


272,569   (IV)
    CONSOLIDATED
    STATEMENT OF CHANGES IN NET ASSETS    Unitholders capital under Luxembourg GAAP


287,082Real estate adjustments


8,048Fund formation costs


(1,521
)Cumulative adjustments to net decrease in net assets available
    to Unitholders


(17,999
)Cumulative adjustments to other comprehensive income


(3,041
)Unitholders capital under US GAAP


272,569   18.
    Subsequent
    Events     S-26




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.  CONSOLIDATED
    FINANCIAL STATEMENTS
    AS OF DECEMBER 31, 2007
    (Report not required)
  S-27




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.
  CONSOLIDATED
    BALANCE SHEET
 As of
    December 31, 2007
  Report not required2007(Yen in thousands)ASSETSInvestments in real estate:Land

¥
37,852,211Buildings and improvements


65,687,302Total investments in real estate


103,539,513Accumulated depreciation and amortization


(2,428,766
)Net investments in real estate


101,110,747Cash and cash equivalents


6,601,633Restricted cash


5,846,278Deferred financing costs, net


458,783Accounts receivable and other assets


1,569,316Total assets

¥
115,586,757LIABILITIES AND PARTNERS CAPITALLiabilities:Mortgage loan payable

¥
2,699,496Bonds payable


44,530,632Secured loans payable


27,270,300Net payables to affiliates


134,213Accounts payable and other liabilities


2,636,704Distributions payable


1,201,619Security deposits


2,295,551Total liabilities


80,768,515Commitments and contingencies (Note 9)Minority interests


8,632,377Partners Capital:AMB Japan Investments, LLC (general partner)


277,301Limited partners capital


25,908,564Total partners capital


26,185,865Total liabilities and partners capital

¥
115,586,757    S-28




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.
  CONSOLIDATED
    STATEMENT OF OPERATIONS
 For the
    Year Ended December 31, 2007
  Report not required2007(Yen in thousands)RENTAL REVENUES

¥
6,267,362COSTS AND EXPENSESProperty operating costs


672,940Real estate taxes and insurance


687,371Depreciation and amortization


1,671,013General and administrative


474,951Total costs and expenses


3,506,275Operating income


2,761,087OTHER INCOME AND EXPENSESInterest and other income


8,404Interest, including amortization


(1,625,140
)Total other income and expenses


(1,616,736
)Income before minority interests and taxes


1,144,351Income and withholding taxes


(32,026
)Minority interests share of income


(264,473
)Net income


847,852Priority distributions to AMB Japan Investments, LLC


(460,238
)Net income available to partners

¥
387,614    S-29




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.
  CONSOLIDATED
    STATEMENTS OF PARTNERS CAPITAL
 For the
    Year Ended December 31, 2007
  Report not requiredAMB Japan Investments,LLC (General Partner)


Limited Partners


Total(Yen in thousands)Balance at December 31, 2006

¥
168,487


¥
16,680,272


¥
16,848,759Contributions


109,000



9,246,600



9,355,600Net income


464,113



383,739



847,852Other comprehensive loss (Note 2)


(4,061
)


(402,047
)


(406,108
)Priority distributions (Note 8)


(460,238
)






(460,238
)Balance at December 31, 2007

¥
277,301


¥
25,908,564


¥
26,185,865    S-30




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 For the
    Year ended December 31, 2007
  Report not required2007(Yen in thousands)CASH FLOWS FROM OPERATING ACTIVITIESNet income

¥
847,852Adjustments to reconcile net income to net cash provided byOperating activities:Depreciation and amortization


1,671,013Straight-line rents and amortization of lease intangibles


(166,182
)Debt premiums and finance cost amortization, net


153,366Minority interests share of income


264,473Changes in assets and liabilities:Accounts receivable and other assets


(1,033,154
)Restricted cash


(860,185
)Accounts payable and other liabilities


1,347,187Security deposits


141,597Net cash provided by operating activities


2,365,967CASH FLOWS FROM INVESTING ACTIVITIESDebt financed distributions to AMB Japan for property
    acquisitions


(3,300,000
)Cash paid for property acquisitions


(20,682,711
)Restricted cash acquired


(286,555
)Release of restricted cash


2,600,000Restricted cash used as collateral


(2,200,000
)Additions to properties


(542,760
)Net cash used in investing activities


(24,412,026
)CASH FLOWS FROM FINANCING ACTIVITIESContributions from general partner


93,400Contributions from limited partners


9,246,600Contributions from minority interest partners


2,033,133Payment of priority distributions to AMB Japan Investments, LLC


(280,000
)Borrowings on secured loans payable


20,785,300Payments of financing costs


(53,441
)Payments on bonds payable


(212,426
)Payments on secured loans payable


(5,900,000
)Distributions to minority interest partners


(95,328
)Net cash provided by financing activities


25,617,238NET CHANGE IN CASH AND CASH EQUIVALENTS


3,571,179CASH AND CASH EQUIVALENTS  Beginning of year


3,030,454CASH AND CASH EQUIVALENTS  End of year

¥
6,601,633    S-31




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    December 31, 2007
    (Report not required)
  1.
    Organization          2.
    Summary
    of Significant Accounting Policies  Basis of Presentation.
  Use of Estimates.
  Functional and Reporting Currency.
  Investments in Real Estate. property-by-property
 S-32




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2007
    (Report not required)
      Depreciation and Amortization Expense

Estimated LivesBuilding costs

5 to 40 yearsBuilding and improvementsRoof/HVAC/parking lots

5 to 40 yearsPlumbing/signage

7 to 25 yearsPainting and other

5 to 40 yearsTenant improvements

Over initial lease termLease commissions

Over initial lease term         Cash and Cash Equivalents.
  Restricted Cash.
  Deferred Financing Costs.
  Financial Instruments.
 S-33




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2007
    (Report not required)
    Mortgage and Bond Premiums.
  Minority Interests.
  Partners Capital.
  Rental Revenues.
  Concentration of Credit Risk.
  Fair Value of Financial Instruments.
  New Accounting Pronouncements. Accounting for
    Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109
  Fair Value Measurements
 S-34




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2007
    (Report not required)
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
  3.
    Real
    Estate Acquisition Activity        For the Year EndedDecember 31, 2007(Yen in thousands)Land


¥8,719,741Buildings and improvements


21,710,666In-place leases


406,719Lease origination costs


75,280Below-market leases


(442,406
)¥30,470,000   4.
    Debt         S-35




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2007
    (Report not required)
            Mortgage Loan





Secured LoansPayable


Bonds Payable


Payable


Total2008

¥



¥
227,568


¥
27,270,300


¥
27,497,8682009






499,568







499,5682010






579,928







579,9282011


2,680,000



3,722,590







6,402,5902012






16,511,720







16,511,720Thereafter






22,964,888







22,964,888Subtotal


2,680,000



44,506,262



27,270,300



74,456,562Unamortized premiums


19,496



24,370







43,866Total

¥
2,699,496


¥
44,530,632


¥
27,270,300


¥
74,500,428    S-36




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2007
    (Report not required)
    5.
    Leasing
    Activity    (Yen in thousands)2007


¥6,369,4872008


5,317,2692009


4,388,8482010


2,828,0362011


2,039,723Thereafter


3,138,314Total


¥24,081,677     6.
    Income
    and Withholding Taxes     S-37




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2007
    (Report not required)
  7.
    Supplemental
    Disclosures of Cash Flow Information  For the Year EndedDecember 31, 2007(Yen in thousands)Cash paid for interest, net of amounts capitalized

¥
1,390,369Acquisition of properties

¥
31,592,826Non-cash transactions:Assumption of bond payable


(6,200,000
)Assumption of other assets and liabilities


(983,852
)Assumption of security debts


(440,361
)Receivable (payable) for remaining portion of purchase


29,698Non-cash contribution by General Partner


(15,600
)23,982,711Debt financed distribution for acquisition of property


(3,300,000
)Net cash paid for property acquisitions

¥
20,682,711   8.
    Transactions
    With Affiliates         S-38




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2007
    (Report not required)
               S-39




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2007
    (Report not required)
        9.
    Commitments
    and Contingencies  Litigation.
  Environmental Matters.
  General Uninsured Losses.
 S-40




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.
 CONSOLIDATED
    FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2006



S-41




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       PricewaterhouseCoopers LLP
  S-42




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.
  CONSOLIDATED
    BALANCE SHEETS
 As of
    December 31, 2006
  2006(Yen in thousands)ASSETSInvestments in real estate:Land

¥
29,132,520Buildings and improvements


42,574,173Total investments in real estate


71,706,693Accumulated depreciation and amortization


(757,753
)Net investments in real estate


70,948,940Cash and cash equivalents


3,030,454Restricted cash


5,099,538Deferred financing costs, net


547,277Accounts receivable and other assets


648,517Total assets

¥
80,274,726LIABILITIES AND PARTNERS CAPITALLiabilities:Mortgage loan payable

¥
2,705,495Bonds payable


38,550,556Secured loans payable


12,385,000Net payables to affiliates


71,430Accounts payable and other liabilities


1,192,553Distributions payable


1,021,381Security deposits


1,713,593Total liabilities


57,640,008Commitments and contingencies (Note 9)Minority interests


5,785,959Partners Capital:AMB Japan Investments, LLC (general partner)


168,487Limited partners capital


16,680,272Total partners capital


16,848,759Total liabilities and partners capital

¥
80,274,726    S-43




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.
    CONSOLIDATED STATEMENTS OF OPERATIONS
    For the Year ended December 31, 2006
    and for the Period from Inception (June 30, 2005) to
    December 31, 2005
  Period from Inception(June 30, 2005) to2006


December 31, 2005(Yen in thousands)RENTAL REVENUES

¥
2,243,976


¥
738,648COSTS AND EXPENSESProperty operating costs


266,781



91,000Real estate taxes and insurance


326,813



115,089Depreciation and amortization


553,538



204,436General and administrative


171,112



79,717Total costs and expenses


1,318,244



490,242Operating income


925,732



248,406OTHER INCOME AND EXPENSESInterest and other income


294



4Interest, including amortization


(615,868
)


(99,376
)Total other income and expenses


(615,574
)


(99,372
)Income before minority interests and taxes


310,158



149,034Income and withholding taxes


(33,429
)


(26,135
)Minority interests share of income


(64,795
)


(27,390
)Net income


211,934



95,509Priority distributions to AMB Japan Investments, LLC


(654,361
)


(367,020
)Net loss available to partners

¥
(442,427
)

¥
(271,511
)    S-44




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##### Table of Contents



AMB JAPAN
    FUND I, L.P.
    CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL
    For the Year ended December 31, 2006
    and for the Period from Inception (June 30, 2005) to
    December 31, 2005
  AMB Japan Investments,LLC (General Partner)


Limited Partners


Total(Yen in thousands)Contributions at Inception (June 30, 2005)

¥
57,500


¥
5,692,500


¥
5,750,000Net income (loss)


364,305



(268,796
)


95,509Fund offering costs


(1,305
)


(129,179
)


(130,484
)Priority distributions (Note 8)


(367,020
)






(367,020
)Balance at December 31, 2005


53,480



5,294,525



5,348,005Contributions


119,596



11,840,000



11,959,596Net income (loss)


649,937



(438,003
)


211,934Fund offering costs


(91
)


(8,961
)


(9,052
)Other comprehensive income (Note 2)


(74
)


(7,289
)


(7,363
)Priority distributions (Note 8)


(654,361
)






(654,361
)Balance at December 31, 2006

¥
168,487


¥
16,680,272


¥
16,848,759    S-45




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##### Table of Contents



AMB JAPAN
    FUND I, L.P.
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    For the Year ended December 31, 2006
    and for the Period from Inception (June 30, 2005) to
    December 31, 2005
  Period from Inception(June 30, 2005) to2006


December 31, 2005(Yen in thousands)CASH FLOWS FROM OPERATING ACTIVITIESNet income


¥211,934



¥95,509Adjustments to reconcile net income to net cash (used in)
    provided by operating activities:Depreciation and amortization


553,538



204,436Straight-line rents and amortization of lease intangibles


(176,543
)


(40,642
)Debt premiums and finance cost amortization, net


97,170



(5,944
)Minority interests share of income


64,795



27,390Changes in assets and liabilities:Accounts receivable and other assets


(82,749
)


101,151Restricted cash


(442,060
)


Accounts payable and other liabilities


(488,927
)


103,813Security deposits


115,045



(7,159
)Net cash (used in) provided by operating activities


(147,797
)


478,554CASH FLOWS FROM INVESTING ACTIVITIESDebt financed distributions to AMB Japan for property
    acquisitions


(9,758,080
)


Cash paid for property acquisitions, net of cash and restricted
    cash acquired


(8,634,334
)


(3,994,653
)Restricted cash acquired


(1,515,315
)


(3,142,163
)Additions to properties


(255,730
)


(15,509
)Net cash used in investing activities


(20,163,459
)


(7,152,325
)CASH FLOWS FROM FINANCING ACTIVITIESContributions from limited partners


11,840,000



5,692,490Contributions from minority interest partners


359,891



1,931Borrowings on secured loan


9,785,000



2,600,000Payments of financing costs


(71,979
)


(1,813
)Payment of bonds payable


(31,313
)


Distributions to minority interest partners


(19,190
)


Fund offering costs


(9,052
)


(130,484
)Net cash provided by financing activities


21,853,357



8,162,124NET CHANGE IN CASH AND CASH EQUIVALENTS


1,542,101



1,488,353CASH AND CASH EQUIVALENTS  Beginning of period


1,488,353



CASH AND CASH EQUIVALENTS  End of period


¥3,030,454



¥1,488,353    S-46




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 December
    31, 2006
  1.
    Organization            2.
    Summary
    of Significant Accounting Policies  Basis of Presentation.
  Use of Estimates.
  Functional and Reporting Currency.
  Investments in Real Estate. property-by-property
 S-47




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##### Table of Contents



AMB JAPAN
    FUND I, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December
    31, 2006
      Depreciation and Amortization Expense

Estimated LivesBuilding and seismic costs

40 yearsParking, plumbing and utility

25 yearsExpansions, roof, HVAC and other

20 yearsFurniture, fixtures and other

10 yearsSignage and common areas

7 yearsPainting and other

5 yearsGround lease

Lesser of lease term or 40 years         Cash and Cash Equivalents.
  Restricted Cash.
  Deferred Financing Costs.
 S-48




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##### Table of Contents



AMB JAPAN
    FUND I, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December
    31, 2006
  Financial Instruments.
  Mortgage and Bond Premiums.
  Minority Interests.
  Partners Capital.
  Rental Revenues.
  Concentration of Credit Risk.
  Fair Value of Financial Instruments.
  3.
    Real
    Estate Acquisition Activity   S-49




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December
    31, 2006
       Period from Inception toDecember 31, 2006


December 31, 2005Land


¥27,037,638



¥3,247,793Buildings and improvements


29,234,337



11,005,346In-place leases


708,025



108,329Lease origination costs






61,858Below-market leases






(110,951
)¥56,980,000



¥14,312,375   4.
    Debt               S-50




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December
    31, 2006
      Mortgage Loan


Bonds


Secured LoansPayable


Payable


Payable


Total2007

¥



¥
212,300


¥
2,600,000


¥
2,812,3002008






227,400



9,785,000



10,012,4002009






499,400







499,4002010






579,760







579,7602011


2,680,000



3,723,220







6,403,220Thereafter






33,276,608







33,276,608Subtotal


2,680,000



38,518,688



12,385,000



53,583,688Unamortized premiums


25,495



31,868







57,363Total

¥
2,705,495


¥
38,550,556


¥
12,385,000


¥
53,641,051     5.
    Leasing
    Activity   (Yen in thousands)2007


¥4,592,5302008


4,358,9632009


3,292,2452010


3,102,0762011


1,722,689Thereafter


3,620,633Total


¥20,689,136    S-51




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##### Table of Contents



AMB JAPAN
    FUND I, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December
    31, 2006
    6.
    Income
    and Withholding Taxes      7.
    Supplemental
    Disclosures of Cash Flow Information For the Year Ended


For the Period from Inception toDecember 31, 2006


December 31, 2005(Yen in thousands)Cash paid for interest, net of amounts capitalized

¥
404,487


¥
93,684Acquisition of properties

¥
56,980,000


¥
14,312,375Non-cash transactions:Assumption of bond payable


(35,200,000
)


Assumption of other assets and liabilities


(5,366,091
)


(1,575,172
)Assumption of debts






(6,107,609
)Payable for remaining portion of purchase price


(479,330
)


(2,577,431
)Non-cash contribution by General Partner


(119,596
)


(57,510
)15,814,983



3,994,653Debt financed distribution for acquisition of property


(7,180,649
)


Net cash paid for property acquisitions

¥
8,634,334


¥
3,994,653   8.
    Transactions
    with Affiliates       S-52




---



##### Table of Contents



AMB JAPAN
    FUND I, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December
    31, 2006
                 S-53




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##### Table of Contents



AMB JAPAN
    FUND I, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 December
    31, 2006
        9.
    Commitments
    and Contingencies  Litigation.
  Environmental Matters.
  General Uninsured Losses.
  10.
    Subsequent
    Events (Unaudited)   S-54




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##### Table of Contents



EXHIBIT INDEX
  No. 001-14245.
  ExhibitNumber

Description3
.1

Twelfth Amended and Restated Agreement of Limited Partnership of
    AMB Property, L.P. dated as of August 25, 2006,
    (incorporated by reference to Exhibit 3.1 of AMB Property,
    L.P.s Current Report on
    Form 8-K
    filed on August 30, 2006).4
.1

$50,000,000 8.00% Fixed Rate Note No. 3 dated
    October 26, 2000, attaching the Parent Guarantee dated
    October 26, 2000 (incorporated by reference to
    Exhibit 4.8 of AMB Property, L.P.s Annual Report on
    Form 10-K
    for the year ended December 31, 2000).4
.2

$25,000,000 8.00% Fixed Rate Note No. 4 dated
    October 26, 2000, attaching the Parent Guarantee dated
    October 26, 2000 (incorporated by reference to
    Exhibit 4.9 of AMB Property, L.P.s Annual Report on
    Form 10-K
    for the year ended December 31, 2000).4
.3

Specimen of 7.10% Notes due 2008 (included in the First
    Supplemental Indenture incorporated by reference to
    Exhibit 4.2 of AMB Property, L.P.s Registration
    Statement on
    Form S-11
    (No. 333-49163)).4
.4

Specimen of 7.50% Notes due 2018 (included in the Second
    Supplemental Indenture incorporated by reference to
    Exhibit 4.3 of AMB Property, L.P.s Registration
    Statement on
    Form S-11
    (No. 333-49163)).4
.5

$50,000,000 7.00% Fixed Rate Note No. 9 dated March 7,
    2001, attaching the Parent Guarantee dated March 7, 2001
    (incorporated by reference to Exhibit 4.1 of AMB Property,
    L.P.s Current Report on
    Form 8-K
    filed on March 16, 2001).4
.6

$25,000,000 6.75% Fixed Rate Note No. 10 dated
    September 6, 2001, attaching the Parent Guarantee dated
    September 6, 2001 (incorporated by reference to
    Exhibit 4.1 of AMB Property, L.P.s Current Report on
    Form 8-K
    filed on September 18, 2001).4
.7

$100,000,000 Fixed Rate Note
    No. B-2
    dated March 16, 2004, attaching the Parent Guarantee dated
    March 16, 2004 (incorporated by reference to
    Exhibit 4.1 of AMB Property, L.P.s Current Report on
    Form 8-K
    filed on March 17, 2004).4
.8

$175,000,000 Fixed Rate Note
    No. B-3,
    attaching the Parent Guarantee (incorporated by reference to
    Exhibit 10.1 of AMB Property, L.P.s Current Report on
    Form 8-K
    filed on November 18, 2005).4
.9

Indenture dated as of June 30, 1998, by and among AMB
    Property, L.P., AMB Property Corporation and State Street Bank
    and Trust Company of California, N.A., as trustee
    (incorporated by reference to Exhibit 4.1 of AMB Property,
    L.P.s Current Report on
    Form 8-K
    filed on August 10, 2006).4
.10

First Supplemental Indenture dated as of June 30, 1998 by
    and among AMB Property, L.P., AMB Property Corporation and State
    Street Bank and Trust Company of California, N.A., as
    trustee (incorporated by reference to Exhibit 4.2 of AMB
    Property, L.P.s Registration Statement on
    Form S-11
    (No. 333-49163)).4
.11

Second Supplemental Indenture dated as of June 30, 1998, by
    and among AMB Property, L.P., AMB Property Corporation and
    State Street Bank and Trust Company of California, N.A., as
    trustee (incorporated by reference to Exhibit 4.3 of AMB
    Property, L.P.s Registration Statement on
    Form S-11
    (No. 333-49163)).4
.12

Third Supplemental Indenture dated as of June 30, 1998, by
    and among AMB Property, L.P., AMB Property Corporation and
    State Street Bank and Trust Company of California, N.A., as
    trustee (incorporated by reference to Exhibit 4.4 of AMB
    Property, L.P.s Registration Statement on
    Form S-11
    (No. 333-49163)).4
.13

Fourth Supplemental Indenture, dated as of August 15, 2000
    by and among AMB Property, L.P., AMB Property Corporation and
    State Street Bank and Trust Company of California, N.A., as
    trustee (incorporated by reference to Exhibit 4.1 of AMB
    Property, L.P.s Current Report on
    Form 8-K/A
    filed on November 16, 2000).4
.14

Fifth Supplemental Indenture dated as of May 7, 2002, by
    and among AMB Property, L.P., AMB Property Corporation and State
    Street Bank and Trust Company of California, N.A., as
    trustee (incorporated by reference to Exhibit 4.15 of AMB
    Property, L.P.s Annual Report on
    Form 10-K
    for the year ended December 31, 2002).4
.15

Sixth Supplemental Indenture dated as of July 11, 2005, by
    and among AMB Property, L.P., AMB Property Corporation and
    U.S. Bank National Association, as
    successor-in-interest
    to State Street Bank and Trust Company of California, N.A.,
    as trustee (incorporated by reference to Exhibit 4.1 of AMB
    Property, L.P.s Current Report on
    Form 8-K
    filed on July 13, 2005).




---



##### Table of Contents



ExhibitNumber

Description4
.16

5.094% Notes due 2015, attaching Parent Guarantee
    (incorporated by reference to Exhibit 4.2 of
    AMB Property, L.P.s Current Report on
    Form 8-K
    filed on July 13, 2005).4
.17

Seventh Supplemental Indenture, dated as of August 10,
    2006, by and among AMB Property, L.P., AMB Property
    Corporation and U.S. Bank National Association, as
    successor-in-interest
    to State Street Bank and Trust Company of California, N.A.,
    as trustee, including the Form of Fixed Rate Medium-Term Note,
    Series C, attaching the Form of Parent Guarantee, and the
    Form of Floating Rate Medium-Term Note, Series C, attaching
    the Form of Parent Guarantee. (incorporated by reference to
    Exhibit 4.2 of AMB Property, L.P.s Current
    Report on
    Form 8-K
    filed on August 10, 2006).4
.18

$175,000,000 Fixed Rate Note
    No. FXR-C-1,
    dated as of August 15, 2006, attaching the Parent Guarantee
    (incorporated by reference to Exhibit 4.1 of AMB Property,
    L.P.s Current Report on
    Form 8-K
    filed on August 15, 2006).4
.19

Registration Rights Agreement dated as of July 8, 2005 by
    and between AMB Property, L.P. and Teachers Insurance and
    Annuity Association of America (incorporated by reference to
    Exhibit 4.3 of AMB Property, L.P.s Current
    Report on
    Form 8-K
    filed on July 13, 2005)*10
.1

Third Amended and Restated 1997 Stock Option and Incentive Plan
    of AMB Property Corporation and AMB Property, L.P. (incorporated
    by reference to Exhibit 10.19 of AMB Property, L.P.s
    Annual Report on
    Form 10-K
    for the year ended December 31, 2001).*10
.2

Amendment No. 1 to the Third Amended and Restated 1997
    Stock Option and Incentive Plan of AMB Property Corporation
    and AMB Property, L.P. (incorporated by reference to
    Exhibit 10.20 of AMB Property, L.P.s Annual
    Report on
    Form 10-K
    for the year ended December 31, 2001).*10
.3

Amendment No. 2 to the Third Amended and Restated 1997
    Stock Option and Incentive Plan of AMB Property Corporation
    and AMB Property, L.P., dated September 23, 2004
    (incorporated by reference to Exhibit 10.4 of AMB Property,
    L.P.s Quarterly Report on
    Form 10-Q
    filed on November 9, 2004).*10
.4

Amended and Restated 2002 Stock Option and Incentive Plan of AMB
    Property Corporation and AMB Property, L.P. (incorporated
    by reference to Exhibit 10.1 of AMB Property, L.P.s
    Current Report on
    Form 8-K
    filed on May 15, 2007).10
.5

Fourteenth Amended and Restated Agreement of Limited Partnership
    of AMB Property II, L.P., dated February 22, 2007
    (incorporated by reference to Exhibit 10.1 of AMB Property,
    L.P.s Current Report on
    Form 8-K
    filed on February 22, 2007).10
.6

First Amendment to Fourteenth Amended and Restated Agreement of
    Limited Partnership of AMB Property II, L.P., dated
    January 1, 2008.10
.7

Exchange Agreement dated as of July 8, 2005, by and between
    AMB Property, L.P. and Teachers Insurance and Annuity
    Association of America (incorporated by reference to
    Exhibit 10.1 of AMB Property, L.P.s Current
    Report on
    Form 8-K
    filed on July 13, 2005).10
.8

Guaranty of Payment, dated as of June 1, 2006 by AMB
    Property Corporation for the benefit of JPMorgan Chase Bank, as
    administrative agent, and J.P. Morgan Europe Limited, as
    administrative agent for alternate currencies, for the banks
    listed on the signature page to the Third Amended and Restated
    Revolving Credit Agreement.10
.9

Qualified Borrower Guaranty, dated as of June 1, 2006 by
    AMB Property, L.P. for the benefit of JPMorgan Chase Bank and
    J.P. Morgan Europe Limited, as administrative agents for
    the banks listed on the signature page to the Third Amended and
    Restated Revolving Credit Agreement.10
.10

Guaranty of Payment, dated as of June 23, 2006 by AMB
    Property, L.P. and AMB Property Corporation for the benefit of
    Sumitomo Mitsui Banking Corporation, as administrative agent and
    sole lead arranger and bookmanager, for the banks that are from
    time to time parties to the Amended and Restated Revolving
    Credit Agreement.




---



##### Table of Contents



ExhibitNumber

Description10
.11

Third Amended and Restated Revolving Credit Agreement, dated as
    of June 1, 2006, by and among AMB Property, L.P., as
    Borrower, the banks listed on the signature pages thereof,
    JPMorgan Chase Bank, N.A., as Administrative Agent,
    J.P. Morgan Europe Limited, as Administrative Agent for
    Alternate Currencies, Bank of America, N.A., as Syndication
    Agent, J.P. Morgan Securities Inc. and Banc of America
    Securities LLC, as Joint Lead Arrangers and Joint Bookrunners,
    Eurohypo AG, New York Branch, Wachovia Bank, N.A. and PNC Bank,
    National Association, as Documentation Agents, The Bank of Nova
    Scotia, acting through its San Francisco Agency, Wells
    Fargo Bank, N.A., ING Real Estate Finance (USA) LLC and LaSalle
    Bank National Association, as Managing Agents (incorporated by
    reference to Exhibit 10.1 of AMB Property, L.P.s
    Current Report on
    Form 8-K
    filed on June 7, 2006).10
.12

Amended and Restated Revolving Credit Agreement, dated as of
    June 23, 2006, by and among the initial borrower and the
    initial qualified borrowers listed on the signature pages
    thereto, AMB Property, L.P., as a guarantor, AMB Property
    Corporation, as a guarantor, the banks listed on the signature
    pages thereto, Sumitomo Mitsui Banking Corporation, as
    administrative agent and sole lead arranger and bookmanager, and
    each of the other lending institutions that becomes a lender
    thereunder (incorporated by reference to Exhibit 10.1 of
    AMB Property, L.P.s Current Report on
    Form 8-K
    filed on June 29, 2006).*10
.13

Amended and Restated 2005 Non-Qualified Deferred Compensation
    Plan (incorporated by reference to Exhibit 10.2 of AMB
    Property, L.P.s Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007).*10
.14

Amended and Restated 2002 Nonqualified Deferred Compensation
    Plan (incorporated by reference to Exhibit 10.2 of AMB
    Property, L.P.s Current Report on
    Form 8-K
    filed on October 4, 2006).*10
.15

Form of Amended and Restated Change in Control and
    Noncompetition Agreement by and between AMB Property, L.P. and
    executive officers (incorporated by reference to
    Exhibit 10.1 of AMB Property, L.P.s Current Report on
    Form 8-K
    filed on October 1, 2007).*10
.16

Form of Assignment and Assumption Agreement to Change in Control
    and Noncompetition Agreement by and between AMB Property, L.P.
    and certain executive officers.10
.17

Euros 228,000,000 Facility Agreement, dated as of
    December 8, 2006, by and among AMB European Investments
    LLC, AMB Property, L.P., ING Real Estate Finance NV and the
    Entities of AMB, Entities of AMB Property, L.P., Financial
    Institutions and the Entities of ING Real Estate Finance NV all
    listed on Schedule 1 of the Facility Agreement
    (incorporated by reference to Exhibit 10.1 of AMB Property,
    L.P.s Current Report on
    Form 8-K
    filed on December 14, 2006).10
.18

Collateral Loan Agreement, dated as of February 14, 2007,
    by and among The Prudential Insurance Company Of America and
    Prudential Mortgage Capital Company, LLC, as Lenders, and
    AMB-SGP California, LLC, AMB-SGP CIF-California, LLC, AMB-SGP
    CIF-I, LLC, AMB-SGP Docks, LLC, AMB-SGP Georgia, LLC, AMB-SGP
    CIF-Illinois, L.P. and AMB-SGP TX/IL SUB, LLC as Borrowers
    (incorporated by reference to Exhibit 10.1 of AMB Property,
    L.P.s
    Form 8-K
    filed on February 21, 2007).10
.19

$160,000,000 Amended, Restated and Consolidated Promissory Note
    (Fixed A-1),
    dated February 14, 2007, by AMB-SGP California, LLC,
    AMB-SGP CIF-California, LLC, AMB-SGP CIF-I, LLC,
    AMB-SGP
    Docks, LLC, AMB-SGP Georgia, LLC, AMB-SGP CIF-Illinois, L.P. and
    AMB-SGP TX/IL SUB, LLC, as Borrowers, to Prudential Mortgage
    Capital Company LLC, as Lender (incorporated by reference to
    Exhibit 10.2 of AMB Property, L.P.s
    Form 8-K
    filed on February 21, 2007).10
.20

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

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




---



##### Table of Contents



ExhibitNumber

Description10
.22

$21,000,000 Amended, Restated and Consolidated Promissory Note
    (Floating B-2), dated February 14, 2007, by AMB-SGP
    California, LLC, AMB-SGP CIF-California, LLC, AMB-SGP CIF-I,
    LLC, AMB-SGP
    Docks, LLC, AMB-SGP Georgia, LLC, AMB-SGP CIF-Illinois, L.P. and
    AMB-SGP TX/IL SUB, LLC, as Borrowers, to The Prudential
    Insurance Company of America, as Lender (incorporated by
    reference to Exhibit 10.5 of AMB Property, L.P.s
    Form 8-K
    filed on February 21, 2007).10
.23

Deed of Accession and Amendment, dated March 21, 2007, by
    and between ING Real Estate Finance NV, AMB European Investments
    LLC, AMB Property, L.P., SCI AMB Givaudan Distribution Center,
    AMB Hordijk Distribution Center B.V., ING Bank NV, the Original
    Lenders and the Entities of AMB (both as defined in the Deed of
    Accession and Amendment) (incorporated by reference to
    Exhibit 10.1 of AMB Property, L.P.s Current
    Report on
    Form 8-K
    filed on March 27, 2007).10
.24

Fifth Amended and Restated Revolving Credit Agreement, dated as
    of July 16, 2007, by and among the qualified borrowers
    listed on the signature pages thereto, AMB Property, L.P., as a
    qualified borrower and guarantor, AMB Property Corporation, as
    guarantor, the banks listed on the signature pages thereto, Bank
    of America, N.A., as administrative agent, The Bank of Nova
    Scotia, as syndication agent, Calyon New York Branch,
    Citicorp North America, Inc., and The Royal Bank of Scotland
    PLC, as
    co-documentation
    agents, Banc of America Securities Asia Limited, as Hong Kong
    Dollars agent, Bank of America, N.A., acting by its Canada
    Branch, as reference bank, Bank of America, Singapore Branch, as
    Singapore Dollars agent, and each of the other lending
    institutions that becomes a lender thereunder (incorporated by
    reference to Exhibit 10.1 of AMB Property, L.P.s
    Current Report on
    Form 8-K
    filed on July 20, 2007).10
.25

First Amendment to Amended and Restated Revolving Credit
    Agreement, dated as of October 23, 2007, by and among the
    initial borrower, each qualified borrower listed on the
    signature pages thereto, AMB Property, L.P., as guarantor,
    AMB Property Corporation, as guarantor, the Alternate Currency
    Banks (as defined therein) and Sumitomo Mitsui Banking
    Corporation, as administrative agent (incorporated by reference
    to Exhibit 10.4 of AMB Property, L.P.s Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007).10
.26

RMB Revolving Credit Agreement, dated October 23, 2007,
    between Wealth Zipper (Shanghai) Property Development Co., Ltd.,
    the RMB Lenders listed therein, Sumitomo Mitsui Banking
    Corporation, New York Branch, as Administrative Agent and
    Sole Lead Arranger and Bookmanager, and Sumitomo Mitsui Banking
    Corporation, Shanghai Branch, as RMB Settlement Agent
    (incorporated by reference to Exhibit 10.5 of AMB Property,
    L.P.s Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007).21
.1

Subsidiaries of AMB Property, L.P.23
.1

Consent of PricewaterhouseCoopers LLP.24
.1

Powers of Attorney (included in Part IV of this annual
    report).31
.1

Rule 13a-14(a)/15d-14(a) Certifications
    dated February 29, 2008.32
.1

18 U.S.C. § 1350 Certifications dated
    February 29, 2008. The certifications in this exhibit are
    being furnished solely to accompany this report pursuant to
    18 U.S.C. § 1350, and are not being filed for purposes
    of Section 18 of the Securities Exchange Act of 1934, as
    amended, and are not to be incorporated by reference into any of
    our filings, whether made before or after the date hereof,
    regardless of any general incorporation language in such filing.     *
    
    Management contract or compensatory plan or arrangement